GROWTH

THROUGH

DIVERSITY

Annual Report 2025

IDH Annual Report 2025

Table of Contents

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

II. Strategic Report

Chief Executive’s Review 24

CFO’s Note 30

Our Markets 34

Our Strategy & Business Model 46

Investment Case 50

Principal Risks, Uncertainties & their Mitigation 52

Stakeholder Engagement 60

III. Performance

IRO’s Note 64

Performance Review 68

TCFD Report 84

Corporate Social Responsibility 98

IV. Corporate Governance

Board of Directors 106

Corporate Governance Report 110

Audit Committee Report 118

Remuneration Committee Report 124

Nomination Committee Report 128

Directors’ Report 132

I. Introduction

Chairman’s Note 6

Who We Are 8

Our History 14

Our Presence 18

Highlights of 2025 20

V. Financial Statements

Independent Auditors’ Report 140

Consolidated Financial Statements 150

Notes to the Consolidated Financial Statements 155

IDH Annual Report 2025

EGP7.9 BN

Revenue in 2025

37%

YoY increase

I. Introduction

Chairman’s Note 6

Who We Are 8

Our History 14

Our Presence 18

Highlights of 2025 20

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

IDH Annual Report 2025

Chairman’s Note

I am pleased to report that 2025 has

been a year of strong performance

and meaningful progress for your

Company.

Building on the resilience demonstrat-

ed in prior years, IDH has delivered

robust growth, strengthened its region-

al platform, and enhanced the quality

and breadth of its service offering, all

while navigating a complex global and

regional environment.

Sustained Growth and

Expanding Profitability

During the year, IDH recorded reve-

nues of EGP 7.9 billion, representing

a 37% year-on-year increase. This

performance was driven by an 11%

rise in test volumes and a 24% increase

in average revenue per test, reflecting

both strategic pricing actions and a

richer diagnostic mix.

Importantly, growth was not only top-

line in nature. EBITDA increased 61%

year-on-year to EGP 2.7 billion, with

margins expanding to 34.9%, under-

scoring the strength of the Group’s

underlying operating momentum,

while net profit increased 29% to EGP

1.3 billion with a 17% margin.

These results reflect not only the

scalability of our model, but also the

strength, depth, and experience of our

management team, whose disciplined

execution and strategic clarity con-

tinue to underpin the Company’s

success.

Egypt remains the cornerstone of our

platform and has continued to deliver

strong and resilient operational perfor-

mance over recent years.

Encouragingly, we saw signs of

improving macroeconomic stability

throughout 2025, with moderating

inflation and greater foreign exchange

availability supporting a more con-

structive business environment.

However, it is important to acknowl-

edge that the weakness and volatility

of the Egyptian pound has, in recent

years, represented the principal

challenge, and in many respects the

Achilles’ heel of an otherwise strong

performance story.

Currency depreciation has impacted

reported results and investor senti-

ment, despite the underlying robust-

ness of the business.

We are cautiously optimistic that

increasing economic stability in Egypt,

particularly in relation to the Egyptian

pound, will provide a more supportive

backdrop going forward, although re-

cent geopolitical developments — in-

cluding the escalation of the U.S.-Israel

conflict with Iran in early 2026 — may

introduce renewed pressure on region-

al markets and external balances.

Strategic Progress and

Regional Expansion

During the year, we continued to

make important strategic progress

across our footprint.

In Egypt, we strengthened our leader-

ship position and expanded access to

high-quality diagnostic services.

The acquisition of Cairo Ray for

Radiotherapy marks a significant

milestone, enhancing Al Borg Scan’s

capabilities and positioning the

Group more firmly in higher-value,

specialised services.

Beyond Egypt, our strategy remains

under constant review, with a clear

focus on geographic diversification.

The Middle East, and Saudi Arabia in

particular, represents a key pillar of

our future growth.

We are encouraged by the strong

momentum of Biolab KSA, where

revenues grew significantly and our

footprint continues to expand.

Nigeria also delivered encouraging

progress, with Echo-Lab achieving full

year positive EBITDA, demonstrating

the potential of this high growth mar-

ket following a period of restructuring.

A core strategic priority for the Group is

the continued evolution of our revenue

IDH has delivered robust growth, strengthened its

regional platform, and enhanced the quality and

breadth of its service offering, all while navigating

a complex global and regional environment.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

mix towards higher-value, more special-

ised services.

Through investments in radiology, radi-

otherapy, and advanced diagnostics, we

are increasingly focused on driving val-

ue-added revenue streams that enhance

margins, improve patient outcomes, and

strengthen our competitive positioning.

This shift not only supports profitability

but also reinforces our long-term ambi-

tion to build a fully integrated diagnos-

tics platform across our markets.

The global operating environment dur-

ing 2025 remained uncertain, shaped

by geopolitical tensions, supply chain

disruptions, and evolving trade dynam-

ics. Against this backdrop, management

acted proactively, implementing pru-

dent inventory strategies and maintain-

ing close supplier relationships.

As a result, the Group experienced no

material disruptions and maintained

uninterrupted service delivery.

Across our markets, management con-

tinues to closely monitor evolving mac-

roeconomic conditions and regional

developments, including the escalation

of the U.S.-Israel conflict with Iran in

early 2026, which may introduce height-

ened economic uncertainty across the

region, particularly in markets such as

Jordan and Saudi Arabia.

Innovation remains central to our

strategy. We continue to invest in digital

transformation to enhance operational

efficiency, improve patient experience,

and unlock greater value from our data

capabilities.

We also remain committed to respon-

sible growth, as demonstrated by our

continued progress on sustainability

and governance.

Strong oversight, a balanced Board, and

a robust risk framework remain funda-

mental to the way we operate.

The recovery in the Company’s share

price over the past six months has been

both encouraging and, in our view, long

overdue. It reflects a growing recogni-

tion of the strength of our underlying

business, the resilience of our operating

model, and the significant progress

made across our key markets.

We remain focused on delivering sus-

tainable long-term value for our share-

holders through disciplined execution,

strategic expansion, and continued

operational excellence.

The Board of Directors has declared a

dividend of $0.0085 per share for the

year ended 31 December 2025, rep-

resenting a total distribution of $4.9

million. This payout aligns with our

commitment to delivering sustainable

shareholder value while maintaining

flexibility to fund promising growth

projects. Given the current geopolitical

landscape and market volatility, the

Board remains prudent in its capital

allocation. We intend to re-evaluate as

market conditions and capital require-

ments evolve.

On behalf of the Board, I would like

to thank our management team and

employees for their continued dedica-

tion and professionalism, as well as our

shareholders for their ongoing support.

IDH enters 2026 from a position of

strength. With an experienced manage-

ment team, a clear strategic direction,

improving macroeconomic conditions,

and a renewed focus on value creation,

we are confident in our ability to deliver

sustainable growth in the years ahead.

Lord St John of Bletso

Chairman

Lord St John of Bletso

Chairman

IDH Annual Report 2025

Who We Are

Integrated Diagnostics Holdings plc

(“IDH”, the “Group”, or the “Compa-

ny”) is a leading consumer-focused

diagnostics platform and one of the

largest clinical laboratory operators

across the Middle East and Africa,

with a presence in Egypt, Jordan,

Nigeria, Sudan, and Saudi Arabia.

Backed by more than four decades of

operating experience and multiple in-

ternational accreditations, the Group

is widely recognised for delivering

high-quality pathology, radiology and

radiotherapy services across its grow-

ing regional footprint.

IDH provides an extensive and contin-

ually expanding portfolio of over 3,000

diagnostic tests, complemented by a

broad range of advanced radiology

services, including MRI and PET-CT

imaging, as well as radiotherapy ser-

vices. As of year-end 2025, the Group

operated a network of 767 branches

across five geographies, underpinned

by its scalable Hub, Spoke, and Spike

model, which continues to drive

efficiency and support disciplined

expansion. Alongside organic growth,

IDH actively pursues selective acqui-

sitions in new markets where its brand

strength and proven operating model

are positioned to capture favourable

healthcare and consumer trends. In

2025, the Group continued to strength-

en its nascent presence in Saudi Arabia

following its entry into the market in

2024, now operating three branches

in the Kingdom. In efforts to further ex-

pand its radiology offering during the

year, the Group successfully acquired

Cairo Ray for Radiotherapy, a radiology

and radiotherapy facility in East Cairo,

adding radiotherapy to its service

portfolio and positioning Al Borg Scan

to become a top-tier provider in the

burgeoning Egyptian radiology and

radiotherapy market.

8 40+ YEARS

LSE5 767

key brands with strong awareness

in underserved markets

countries across the

Middle East & Africa

track record at the

subsidiary levels

listed since

May 2015

branches as of 31 December 2025

(excluding 17 branches that are not

operational in Sudan)

in revenue in 2025,

+37% vs. 2024

7.9 BN

IDH actively pursues selective acquisitions in new

markets where its brand strength and proven

operating model are positioned to capture

favourable healthcare and consumer trends.

EGP

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Our Brands

IDH Annual Report 2025

Our Services

Across its expanding footprint,

IDH offers its patients access to a

comprehensive suite of more than

3,000 internationally accredited

pathology tests, spanning routine

blood glucose screening for dia-

betes to advanced molecular and

genetic diagnostics.

This core pathology platform is

complemented by a full range of

radiology and radiotherapy services

delivered through the Group’s spe-

cialist brands, Al-Borg Scan in Egypt

and Echo-Lab in Nigeria.

Completing the Group’s service

offering, Wayak, IDH’s digital health-

care arm, provides patients with an

integrated suite of tailored services

that support more seamless, acces-

sible, and cost-effective healthcare

delivery, further deepening patient

engagement and retention across

the Group’s platform.

IDH’s pathology portfolio spans a

broad range of medical disciplines:

Immunology

Haematology

Molecular Biology

Clinical Chemistry Genetics

HistopathologyMicrobiology

Endocrinology Cytogenetics

Parasitology

Pathology

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

IDH delivers a comprehensive range

of radiology services:

Through Wayak, IDH offers its clients a range of services, including:

Radiology

Digital Healthcare Management

Diagnostic Radiology

PET-CT

Mammography

EMG

Radiotherapy

Radiotherapy Session

(3D-CRT Session)

IMRT Treatment Planning

(Intensity-Modulated

Radiotherapy Planning)

IMRT Treatment Session

(Intensity-Modulated

Radiotherapy Session)

Head Immobilization Mask

Head & Neck Immobilization

Mask

Conformal Radiotherapy

Boost Session

SBRT Session

Respiratory Gating Technique

/ Breath-Tracking Technology

Electron Beam Therapy

Session

Image-Guided Radiotherapy

(IGRT) Service

Medication home delivery

In-home medical

consultations

Digital access to personal

health records

Referrals to third-party

healthcare professionals

Discounts on lab tests

and scans

Access to an expansive

network of leading

medical providers

Interventional Radiology

Ultrasound

EEG

Nuclear Radiology

MRI

X-Ray

ECG

IDH Annual Report 2025

Global Best

Practice

IDH maintains a broad range of internationally recognised accreditations and a robust internal audit framework, en-

suring the consistent delivery of world-class services while safeguarding the strength and reputation of its brands.

Quality Assurance

Central to this framework is the

Group’s comprehensive quality

assurance programme, which moni-

tors all internal diagnostic process-

es, laboratory testing procedures,

and result analyses. The programme

upholds ISO and CAP standards

through regular equipment in-

spections, adherence to procedure

manuals, accuracy checks, and

competency assessments for staff.

It also ensures the timely renew-

al of accreditations. In addition,

the internal audit team conducts

routine evaluations in the Group’s

C-labs, including process conform-

ity checks, employee competency

assessments (oral, observational,

practical, and written), and mana-

gerial audits to assess operational

and administrative efficiency.

Employee Training

To further support its quality stand-

ards, IDH operates a dedicated

training facility in Cairo with four

laboratories. In 2025, 261 thousand

training hours were delivered to

approximately 5,495 employees,

including clinical, administrative,

and managerial staff. The curric-

ulum, informed by KPIs, audit

findings, and customer feedback, is

organised into seven modules cov-

ering technical and non-technical

skills, including new hire orienta-

tion, competency-based training,

practical re-training, and intern

development.

EMPLOYEES

In 2025, training programmes

were delivered to approximately

5,495

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

College of American

Pathologists (CAP)

European Molecular

Genetics Quality

Network (EMQN)

Accreditations

IDH holds a range of internation-

ally recognised ISO accreditations

covering quality, safety, environ-

mental management, and labo-

ratory standards. Al Mokhtabar

and Al Borg are certified to ISO

9001, 45001, and 14001, following

independent audits by URS Certi-

fication, while Biolab is assessed

by the Jordanian Accreditation

System. IDH’s Mega Lab also

holds ISO 17025 accreditation for

food safety, which was renewed

in 2024 for a further four years.

The Group is currently in the

final stages of obtaining ISO

21001:2018 certification.

The CAP accreditation is award-

ed to individual laboratories and

is widely regarded as the global

benchmark for laboratory qual-

ity. IDH’s central Mega Lab in

Cairo, which commenced oper-

ations in 2015, first received the

CAP certification in October 2017

and has since been renewed on

a two-year cycle. The facility re-

placed two legacy A-labs, one of

which was also CAP accredited,

and remains the first laboratory

in Egypt to hold this prestigious

certification.

EMQN is a global leader in

quality assurance for molecular

pathology and genomics test-

ing, providing External Quality

Assessment (EQA) programmes

that evaluate the full laboratory

testing process from sample han-

dling through to final reporting.

IDH’s Mega Lab first obtained

EMQN accreditation in 2023 and

is renewed on an annual basis.

In 2022, Al-Borg Scan’s nucle-

ar medicine and ultrasound

units received the prestigious

American College of Radiology

(ACR) accreditation, making it

the first radiology provider in

Africa to achieve this distinction.

ACR accreditation is globally

recognised as a benchmark for

excellence in radiology, requiring

rigorous assessment of equip-

ment, clinical staff, and quality

assurance systems. The certifica-

tion followed a comprehensive

review process, supported by

IFC healthcare quality experts

who worked with Al-Borg Scan

to strengthen infrastructure, poli-

cies, and operational standards

to ensure full compliance with

ACR requirements.

The GAHAR accreditation is

a patient-centred framework

aligned with leading interna-

tional standards and tailored to

Egypt’s regulatory and cultural

context. Established to support

Egypt’s Vision 2030 healthcare

objectives, GAHAR has accred-

ited 13 IDH laboratories to date,

including the Mega Lab.

ISO

American College

of Radiology (ACR)

General Authority for

Healthcare Accreditation

and Regulation (GAHAR)

Gulf Health Council

(GHC)

Two of IDH’s diagnostic branch-

es in Egypt are accredited by the

Gulf Health Council to provide

testing services for international

travellers, reflecting the Group’s

high-quality standards and ad-

herence to global best practices.

IDH Annual Report 2025

Our History

1979 2008 2012

1990 2011

Establishment

of MK Lab

Dr. Moamena Kamel,

Professor of Immunology

at Cairo University,

founded MK Lab, later

merging it with Al

Mokhtabar in 2004.

Establishment

of IDH

Abraaj acquires 76.8% of

Al Borg to establish IDH

Caymans as a first step

to building a diagnostics

platform serving the

whole MENA region.

Creating a market-

leading platform

• Acquisition of 99.9% of

Al Mokhtabar, Al Borg’s

largest competitor.

• Increase of stake in

Al Borg to 99.3%.

Founding of Al Borg

Founded by a group of

four doctors, Al Borg broke

ground as the first medical

laboratory in Egypt to have

an efficient hub, spoke and

spike model.

Building infrastructure

and scale

Penetration in Sudan

and Jordan through the

acquisitions of Ultralab and

Biolab, respectively.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

2013-14 2017 2020

2015 2018-19

Integration and

further expansion

• Establishes the largest

automated lab in Egypt.

• Diversifies into adjacent

medical services.

Steadiness post-float

• Strong top- and bottom-line

growth despite the float of

the EGP.

• Entered the Nigerian

market with the acquisition

of Echo-Lab through a JV

with Man Capital.

Adapting to grow

• Despite the

unprecedented difficulties

related to Covid-19, IDH’s

swift service adjustments

to changing market

dynamics allowed for yet

another year of solid top-

and bottom-line growth.

• Launched Al Borg Scan’s

second branch.

A year of transformation

• Standard listing on the London

Stock Exchange (LSE), with its

IPO oversubscribed 11x.

• Market cap. of USD 667.5 mn.

• Initial operations at

Megalab begin.

Services Diversification

• Ventured into radiology

market with the

inauguration of Al Borg

Scan’s first branch.

• Launched Wayak, IDH’s

Egypt-based subsidiary

investing in data mining

and artificial intelligence.

IDH Annual Report 2025

2021 2024

2022-23 2025

A new chapter

• Completed dual-listing

on EGX.

• Delivered record-breaking

top- and bottom-line results.

• Launched two more Al Borg

Scan branches.

• Transformed service offering

and delivery capabilities

setting the foundations for

long-term growth.

Expanding horizons

• Kick-off of operations in Saudi

Arabia in January with ownership

stake in Biolab KSA reaching 100%

in December 2024.

• Record-breaking full-year results

with the Group performing

more tests than ever before and

recording over EGP 1 bn in net

profit.

• The Group completed its delisting

from the EGX while maintaining its

listing on the LSE.

Fostering sustainable growth

• Despite continued economic

pressures in three of IDH’s

markets, the Company posted

impressive top-line growth across

its conventional offering.

• Announced the launch of KSA

venture (scheduled for Dec-2023).

• Continued to invest in AlBorg Scan

bringing total branch network

to seven.

Broadening Service

Portfolio

The Group successfully acquires

Cairo Ray for Radiotherapy,

a radiology and radiotherapy

facility in East Cairo, positioning

Al Borg Scan to become a

top-tier provider in Egypt’s

burgeoning radiology and

radiotherapy market.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

1,015

314

354

383

414

452

481

502

552

601 628

767

1,171

1,514

1,921

2,226

2,656

5,225

3,605

4,123

5,720

7,855

IDH Annual Report 2025

Our Presence

Integrated Diagnostics Holdings

(IDH) is one of the largest diagnostic

services providers in the Middle East

and Africa, with a diversified presence

across five key regional markets. This

multi-geography platform enables the

Group to serve a broad and growing

base of patients with a well-rounded

portfolio of pathology and radiology,

and radiotherapy services, while bal-

ancing growth opportunities across

established and emerging markets.

IDH’s most recent strategic expansion

into Saudi Arabia in 2024, coupled

with its sustained operations in its

core markets and ever-expanding ser-

vice offering underscore the Group’s

steadfast commitment to long-term,

scalable growth.

724

BRANCHES

BRANCH

BRANCHES

+137 vs. 2024

+1 vs. 2024 +1 vs. 2024

Egypt

Sudan

Jordan Saudi ArabiaNigeria

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Egypt

Saudi Arabia

Nigeria

Jordan

Sudan

Revenue Contribution by Geography

20242025

IDH Annual Report 2025

Highlights of 2025

Financial Highlights

Operational Highlights

Adjusted EBITDA is calculated as operating profit before depreciation, amortisation and other one-off items that are not expected to recur,

with adjusted EBITDA being a measure monitored by management prior to these non-recurring items.

+37% vs. 2024

+56% vs. 2024

+54% vs. 2024

+29% vs. 2024

Adjusted EBITDA

EGP

2,698

+139 vs. 2024 +11% vs. 2024 +5% vs. 2024

Branches

767

Tests Performed

43.5MN

Patients Served

9.4MN

Net Profit

EGP

1,302

Revenue

EGP

7,855

Gross Profit

EGP

3,353

Average Tests per Patient:

EGP 4.6

vs. 2024: 4.4 | 2023: 4.2

Average Revenue per Test:

EGP 181

vs. 2024: EGP 146

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

2025 Highlights by Geography

Strategic Highlights

It is important to note that due to the ongoing conflict in Sudan, only one of IDH’s 18 branches in the country is currently operating

(reopened in Q3 2024).

Egypt

EGP

6.6

8.9MN

40.0MN

+41% vs. 2024

+5% vs. 2024

+10% vs. 2024

Patients

Tests

381K

3.0MN

+4% vs. 2024

+21% vs. 2024

+14% vs. 2024

Patients

Tests

114K

244K

-1% vs. 2024

+6% vs. 2024

+47% vs. 2024

Patients

Tests

30K

160K

+402% vs. 2024

+255% vs. 2024

+252% vs. 2024

Patients

Tests

IDH acquires Cairo Ray for Radiotherapy,

expanding its radiology service offering

under its Al Borg Scan brand.

Capitalizing on the strong momentum in

the Kingdom, IDH expands its presence

in Saudi Arabia with a third branch

Acquisitions

Q2 2025 Q3 2025

KSA Expansion

Jordan

EGP

1.0

Nigeria

EGP

121

Saudi Arabia

EGP

IDH Annual Report 2025

Chief Executive’s Review 24

CFO’s Note 30

Our Markets 34

Our Strategy & Business Model 46

Investment Case 50

Principal Risks, Uncertainties & their Mitigation 52

Stakeholder Engagement 60

II. Strategic Report

43.5 MN

Tests performed in 2025.

9.4 MN

Patients served in 2025.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

IDH Annual Report 2025

Dr. Hend El-Sherbini

CEO

Chief Executive’s Review

2025 marked another important year

in IDH’s journey, as we continued to

expand access to high-quality diag-

nostics while strengthening the scale,

efficiency, and resilience of our plat-

form. Against a backdrop of improving

macroeconomic stability across several

of our core markets, the Group deliv-

ered strong operational and financial

performance, reflecting the success of

our disciplined execution, enhanced

operating leverage, and long-term strat-

egy focused on value-led growth.

During the year, IDH reported con-

solidated revenues of EGP 7.9 billion,

representing a year-on-year increase

of 37%, driven by an 11% rise in tests

performed and a 24% increase in

average revenue per test. The Group

performed 43.5 million tests during the

year and served 9.4 million patients,

with average tests per patient increasing

to 4.6, reflecting deeper engagement

and improved cross-selling across our

expanding service portfolio. Growth

was supported by continued expansion

of our branch network and a progres-

sively richer service mix, including

radiology, radiotherapy, and specialised

diagnostics. Importantly, this top-line

momentum translated into meaningful

profitability expansion. Operating profit

also recorded strong growth, increasing

by a strong 79% year-on-year to EGP 2.2

billion, reflecting improved cost control

and operating leverage across the busi-

ness. Similarly, EBITDA increased 61%

year-on-year to EGP 2.7 billion, with the

margin improving to 34.9% versus 29.7%

in the previous year, while net profit after

tax rose 29% year-on-year to EGP 1.3

billion. When adjusting for non-recur-

ring items and foreign exchange effects,

adjusted net profit increased 79%, with

the associated margin expanding to

16.1%, highlighting the strength of our

underlying operating performance and

the structural improvements achieved

across our cost base

These results demonstrate the scalabil-

ity of our business model and our ability

to generate sustainable growth while

enhancing profitability, even as we

continue investing in new markets and

specialised capabilities.

Growth was supported by continued expansion

of our branch network and a progressively richer

service mix, including radiology, radiotherapy, and

specialised diagnostics.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Building healthcare

access in structurally

attractive markets

At the heart of IDH’s strategy is a clear

conviction: the most compelling long-

term healthcare opportunities lie in

markets where demand is structurally

expanding and access to high-qual-

ity services still has room to deepen.

Across our footprint, rising prevalence

of chronic and lifestyle-related diseas-

es and expanding insurance coverage

continue to underpin sustained de-

mand for diagnostic services. Diag-

nostics increasingly sit at the centre of

modern care pathways, acting as both

a gatekeeper and an enabler of treat-

ment decisions, which structurally

supports utilisation growth over time.

Egypt remains central to this thesis.

The diagnostics market is split be-

tween public and private providers,

with the private segment still concen-

trated in major urban centres, leaving

significant potential in underserved

regions. Ongoing expansion of corpo-

rate health coverage and the rollout of

mandatory health insurance further

reinforce long-term growth pros-

pects for private diagnostics. These

structural tailwinds are supported by

favourable demographics, including

a large and growing population and

an increasing proportion of older citi-

zens, which together continue to drive

healthcare utilisation and more fre-

quent diagnostic testing. Within this

landscape, IDH maintains a leading

position, supported by its nationwide

footprint, strong brand recognition,

international accreditations, and

long-standing market presence, all of

which provide competitive insulation

and procurement advantages at scale.

During 2025, the broader macroe-

conomic environment across parts

of our footprint became more stable

following a period of volatility in prior

years. In Egypt, structural reforms,

improved foreign exchange availabili-

ty, moderating inflation, and renewed

investor confidence contributed to

a more predictable operating envi-

ronment. In Jordan, a stable, insur-

ance-led healthcare system continued

to support consistent demand. In Ni-

geria, ongoing economic reforms and

currency stabilisation efforts helped

foster a gradual recovery in patient

activity, while in Saudi Arabia, contin-

ued progress under Vision 2030 and

growing private-sector participation

in healthcare reinforced long-term

demand for high-quality diagnostics

infrastructure.

Together, these structural and

macroeconomic trends provide a

supportive backdrop for IDH’s con-

tinued expansion and position the

Group to capture sustainable growth

across its markets.

7.9 BN

1.3 BN

year-on-year to

Revenue increased

37%

Net Profit Rose

29%

EGP

IDH Annual Report 2025

Egypt: scale leadership, mix

enhancement, and platform

expansion

Egypt delivered another year of excep-

tional performance, with revenues

increasing 41% to EGP 6.6 billion,

supported by 10% growth in tests

performed and a 28% increase in

revenue per test. Growth was broad-

based across both contract and walk-

in segments, with contract revenues

reaching EGP 4.7 billion and walk-in

revenues approaching EGP 1.9 billion.

The strength of both channels reflects

the balance in our model between

institutional relationships and direct

patient engagement.

We continued to grow our footprint

meaningfully, inaugurating 137 new

branches during the year and end-

ing 2025 with 724 branches in Egypt.

This expansion reinforces our ability

to reach patients beyond major city

centres, further strengthening our

competitive position and referral net-

work density.

Alongside expansion, we continued to

enhance the value of our service mix.

Radiology and radiotherapy remain

central to our long-term platform

thesis, both as growth drivers and as

natural extensions of the role diag-

nostics plays in care pathways. During

2025, the acquisition of Cairo Ray for

Radiotherapy represented a strategic

step forward in broadening our capa-

bilities and advancing our vision of a

more integrated diagnostics platform.

Radiology and radiotherapy revenues

reached EGP 310 million during the

year, reflecting the growing impor-

tance of higher-value specialised

services within our portfolio.

Our house-call service remained

a core pillar of our offering, ac-

counting for approximately 20% of

Egypt’s revenues, significantly above

pre-pandemic levels. This channel

reflects shifting patient preferences

toward convenience and accessibil-

ity while reinforcing IDH’s ability

to deliver high-quality care beyond

the clinic setting. In parallel, Wayak

continued to expand, generating EGP

34 million in revenues and fulfilling

approximately 260 thousand orders,

contributing to our broader digital

ecosystem and strengthening patient

engagement across both physical and

digital touchpoints.

Jordan: stability, volume-

led strategy, and quality

advantage

Jordan remains a stable, insur-

ance-led healthcare market where

regulated pricing creates a clear

imperative: operators win through

service quality and efficiency. Biolab

is well positioned in this environ-

ment, supported by its internationally

accredited platform, long-standing re-

lationships with healthcare providers,

and strong brand equity in Amman

and surrounding areas.

In 2025, Biolab delivered 7% revenue

growth in local currency to JOD 15.0

million, supported by 21% growth in

tests performed and a 4% increase in

patients served. In Egyptian pound

terms, revenues reached EGP 1.0 bil-

lion. The strong volume performance,

alongside a deliberate pricing strategy

aimed at defending market share, re-

flects the effectiveness of promotional,

digital outreach, and loyalty initiatives

in supporting patient acquisition and

retention. EBITDA remained stable in

margin terms at 27.8%, underscoring

disciplined cost management in a reg-

ulated pricing environment.

During 2025, the acquisition of Cairo Ray for

Radiotherapy represented a strategic step forward

in broadening our capabilities and advancing our

vision of a more integrated diagnostics platform.

Radiology and radiotherapy

revenues in Egypt reached

Contract revenues

reaching

Biolab Jordan delivered

7% revenue growth

EGP

310MN

EGP

4.7BN

JOD

15.0MN

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

2025 marked an operational milestone

for IDH in Nigeria, where Echo-Lab

delivered a full year of positive EBITDA

following its turnaround.

NGN

3.7BN

SAR

5.0MN

SDG

109MN

Nigeria: a high-growth frontier

and a turnaround milestone

Nigeria remains one of the most attractive

long-term healthcare markets in Africa:

a large and youthful population, rising

chronic disease burden, and a fragment-

ed diagnostics landscape that remains

underpenetrated. It is a market where

scale and quality standards can unlock

meaningful share gains over time.

2025 marked an operational milestone

for IDH in Nigeria, where Echo-Lab

delivered a full year of positive EBIT-

DA following its turnaround. Revenue

increased to NGN 3.7 billion (EGP 121

million), supported by pricing actions

aligned with local inflation and a 6%

increase in volumes. EBITDA reached

NGN 193 million, compared with an

EBITDA loss of NGN 846 million in

the prior year, reflecting improved cost

control, better asset utilisation, and dis-

ciplined management of working capital.

While macro conditions remain com-

plex, our focus in Nigeria is clear: con-

tinue modernising the network, expand

the service portfolio, and build a scalable

platform that can consolidate demand

away from informal providers toward

higher-quality diagnostic standards.

Saudi Arabia: early scale-up

with a long runway ahead

Saudi Arabia continues to be a compel-

ling market, underpinned by lifestyle

shifts and a healthcare transformation

agenda accelerating private-sector

participation. The diagnostics sector

remains fragmented, and the long-

term runway for professionally run

providers is significant.

In 2025, Biolab KSA generated SAR 5.0

million in revenues, up 252% year-on-

year, equivalent to EGP 65 million. The

network expanded to three branches,

supporting sharp growth in patient

and test volumes. While the business

remains in its investment and ramp-

up phase, EBITDA losses narrowed

meaningfully year-on-year, reflecting

improved utilisation of fixed costs

and early operating leverage. Progress

during the year reinforces our confi-

dence in the market’s potential and

in our ability to scale in a disciplined,

value-accretive manner.

Sudan: cautious engagement,

safety-first, and long-term

optionality

Sudan continued to face severe disrup-

tion from ongoing conflict, constrain-

ing normal operations and access

to care. IDH maintained a cautious

presence, with one branch partially

operational and the remaining net-

work closed indefinitely pending stabi-

lisation. 2025 revenues were SDG 109

million (EGP 2.3 million). Our posture

remains safety-first — protecting our

people and patients — while main-

taining the optionality to participate in

recovery when conditions allow.

In 2025, revenues of

Biolab KSA reached

In Sudan, 2025

revenues were

Echo-Lab revenue

increased to

IDH Annual Report 2025

Investing in scale, efficiency,

and long-term value

Beyond geographic expansion, we

continued to strengthen the foun-

dations of our platform. During the

year, our branch network grew to 767

branches across our markets. This

expansion enabled us to serve 9.4

million patients and perform 43.5

million tests, while increasing aver-

age tests per patient to 4.6, reflecting

deeper patient relationships and

improved monetisation.

At the same time, we advanced our

digitalisation agenda and imple-

mented targeted operational im-

provements to enhance efficiency

and strengthen our cost base. Cost

of goods sold declined to 57.3% of

revenue from 61.9% in the prior year,

driven by procurement optimisation

and scale efficiencies. Raw materials

as a percentage of revenue declined

to 19.3%, while direct wages remained

well controlled at 18.4% of revenue.

SG&A expenses decreased to 15.0% of

revenue from 16.9%, despite contin-

ued investment in growth initiatives,

reflecting strong operating leverage

and the tangible impact of digitalisa-

tion initiatives.

Collectively, these developments rein-

force the strength of IDH’s operating

model, which combines scale, oper-

ational efficiency, service excellence,

and disciplined capital allocation to

deliver sustainable, long-term growth.

Responsible operations and

sustainable value creation

As a leading diagnostics platform

operating across multiple jurisdic-

tions, we recognise that long-term

value creation must be anchored in

responsible governance, environ-

mental stewardship, and measurable

social impact. Sustainability at IDH is

not treated as a parallel initiative, but

rather as an integrated component of

our operating model.

During 2025, we published our fourth

TCFD-aligned disclosure, reinforcing

our commitment to transparency in

climate-related governance, strate-

gy, and risk management. This year

marked a meaningful step forward in

the maturity of our climate reporting,

most notably through the expansion

of our Scope 1 and Scope 2 green-

house gas inventory. Our emissions

assessment now covers 726 locations

in Egypt and 37 in Jordan, reflecting

full operational boundary coverage

in these markets. This represents a

significant broadening of data capture

compared to prior reporting cycles

and strengthens the integrity of our

carbon accounting framework.

We continue to advance our Decar-

bonisation Plan, focusing on practical,

operationally grounded initiatives.

These include energy efficiency up-

grades such as LED lighting rollouts,

smart building management systems,

enhanced refrigeration management

with leak detection controls, progres-

sive replacement of legacy air condi-

tioning systems, and structured water

management practices aligned with

ISO standards. Sustainable mobility

is another priority area, with for-

ward-looking evaluations of alterna-

tive fleet solutions and initiatives to

encourage lower-carbon commuting

practices among employees.

Importantly, our approach to sustain-

ability extends beyond emissions. We

are strengthening our supply chain

governance through the development

of a Sustainable Procurement Poli-

cy, building on our existing Supplier

Code of Conduct, which embeds

minimum environmental and social

standards into contractual relation-

ships. All direct material expendi-

ture remains subject to defined ESG

obligations, and we maintain zero

tolerance for unethical labour or

environmental practices. Over time,

this structured supplier engagement

framework will allow us to expand our

emissions inventory to include rele-

vant Scope 3 categories, with report-

ing expected to commence in 2026.

Governance remains central to our

responsible operations agenda. ESG

oversight continues to sit with the

Board Audit Committee, supported by

the Sustainability Steering Commit-

tee at the executive level. Day-to-day

coordination is managed through the

Investment Relations function under

direct Board oversight, ensuring that

sustainability considerations remain

closely linked to disclosure standards

and capital market expectations.

Beyond environmental consider-

ations, our responsible operations

agenda continues to prioritise patient

accessibility, data confidentiality,

clinical quality, and employee wellbe-

ing. We continue to invest in training

programmes and quality assurance

systems across our expanding branch

network. Through structured aware-

ness initiatives and internal innova-

tion platforms, we are also embedding

a culture of environmental responsi-

bility and continuous improvement

across the organisation.

As we scale across structurally attrac-

tive healthcare markets, responsible

operations remain fundamental to

how we grow. By strengthening gov-

ernance and embedding sustainabil-

ity into procurement and operational

processes, we are reinforcing the

resilience of our platform while safe-

guarding long-term stakeholder value.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Positioning IDH for continued

long-term growth

As we look ahead, IDH is well posi-

tioned to build on the progress achieved

during the year. Our expanded network,

strengthened service offering, improved

cost structure, and enhanced profita-

bility profile provide a solid foundation

for continued growth. With a platform

that combines scale and an increasingly

diversified service mix, we enter the

coming period with both momentum

and clarity of purpose.

At the same time, management contin-

ues to closely monitor evolving mac-

roeconomic conditions and regional

developments, including the escalation

of the U.S.–Israel conflict with Iran in

early 2026, which may introduce height-

ened uncertainty across the region,

particularly in markets such as Jordan

and Saudi Arabia.

In Egypt, our priority remains deep-

ening penetration in underserved

geographies while enhancing value per

patient. We intend to continue rolling

out new branches in targeted locations

that strengthen network density and

referral capture, particularly outside

major urban centres. At the same time,

we will further expand higher-value

verticals, including radiology and

radiotherapy, building on the successful

integration of Cairo Ray. We also plan

to continue strengthening our house-

call and digital booking ecosystem,

enhancing convenience and reinforcing

patient loyalty. Operationally, we will

focus on sustaining margin resilience

through procurement optimisation,

workforce productivity initiatives, and

further integration of data analytics into

decision-making.

In Jordan, our strategy centres on

defending and expanding market share

through volume-led growth and service

excellence within a regulated pricing

environment. We will continue investing

in patient acquisition initiatives and

loyalty programmes while broadening

our specialised test portfolio to deepen

relationships with referring physicians

and institutional clients. Maintaining

operational efficiency and disciplined

cost control will remain critical to pro-

tecting margins in this market.

In Nigeria, having delivered EBITDA

positivity, our next phase involves mod-

ernising additional facilities, selectively

expanding the branch footprint, and

strengthening the corporate and insur-

ance client base. We will continue align-

ing pricing with inflationary dynamics

while driving operational efficiency and

quality standards that differentiate us

from smaller, informal operators. Over

time, we see meaningful consolidation

opportunities in this fragmented market.

Saudi Arabia remains a strategic growth

engine with a long runway ahead.

In the near term, our emphasis is on

disciplined ramp-up and operational

scale. We plan to expand the network

further, with additional branch openings

designed to increase market coverage

in Riyadh and other high-density areas.

Alongside physical expansion, we will

continue investing in brand building,

physician engagement, and service

portfolio enhancement to accelerate

patient growth. As volumes increase,

our objective is to progressively narrow

losses and move toward operational

breakeven, supported by improved

utilisation and cost absorption.

Across the Group, digitalisation remains

a central pillar of our growth strategy.

We are working to enhance our digital

patient interface, expand data-driven

cross-selling capabilities, and deploy

more advanced analytics to optimise

pricing and resource allocation. We will

also continue advancing automation

within laboratory processes to improve

turnaround times and operational con-

sistency while protecting margins.

From a capital allocation perspective,

we remain disciplined. Our asset-light

model enables us to pursue expansion

without excessive capital intensity,

while preserving flexibility for selective

bolt-on acquisitions or strategic part-

nerships that enhance capabilities or

accelerate entry into adjacent segments.

The progress achieved during 2025

reflects the strength of our strategy, the

dedication of our teams, and the trust

placed in us by millions of patients

across our markets. With clear mar-

ket-specific action plans, continued

operational discipline, and a scalable

platform, we are confident in our ability

to sustain this momentum and deliver

long-term value for our stakeholders

while contributing meaningfully to the

development of healthcare systems

across the region.

The progress achieved during 2025 reflects

the strength of our strategy, the dedication

of our teams, and the trust placed in us by

millions of patients across our markets.

Dr. Hend El-Sherbini

Chief Executive Officer

IDH Annual Report 2025

Chief Financial Officer’s Note

As I complete my second year with

IDH, I am encouraged by the tangible

progress we have made in strength-

ening the Group’s financial profile,

enhancing organisational alignment,

and positioning the business for its

next phase of growth and regional ex-

pansion. When I joined in early 2024,

our priorities were clear: reinforce

profitability, institutionalise perfor-

mance discipline, diversify revenue

streams, and build a scalable platform

capable of delivering sustainable

growth across markets. Two years on,

2025 results demonstrate meaningful

advancement across each of these

dimensions.

Sherif El Zeiny

Chief Financial Officer

A Disciplined Strategy with

Regional Ambition

Since 2024, we have executed against

a consistent strategic framework built

on three core pillars: consolidating

leadership in Egypt, expanding re-

gionally to increase foreign currency

earnings, and embedding stronger

governance and KPI alignment across

the organisation.

Egypt remains the cornerstone of

our profitability and cash gener-

ation. At the same time, revenues

generated outside Egypt account for

approximately 15% of Group turno-

ver — a level we believe underrep-

resents the scale of regional oppor-

tunity. Increasing this proportion

is therefore a central financial and

strategic objective.

In 2025, we continued to build mo-

mentum in Saudi Arabia, delivered a

successful operational turnaround in

Nigeria, and maintained stable perfor-

mance in Jordan. Looking ahead, 2026

will be an important year for regional

expansion. We are actively pursuing

organic growth in Saudi Arabia and

exploring selective entry opportuni-

ties across the GCC. In parallel, we

remain open to inorganic transactions

where valuation, strategic fit, and

return thresholds are met.

Diversifying geographically is not

solely a growth ambition; it is a

structural risk mitigation measure. A

larger foreign currency revenue base

enhances our resilience against future

currency volatility and strengthens

the predictability of consolidated

earnings and cash flows.

Delivering Profitable and

Scalable Growth

FY 2025 was a year of strong finan-

cial execution. The Group reported

revenues of EGP 7.9 billion, up 37%

year-on-year, supported by an 11%

increase in tests performed and a 24%

rise in average revenue per test. This

combination of disciplined pricing

and steady volume expansion trans-

lated into material operating leverage.

EBITDA increased 61% to EGP 2.7 bil-

lion, with margins improving to 34.9%

(2024: 29.7%), while net profit reached

EGP 1.3 billion, up 29% versus last

year with a 16.6% margin (2024:

17.6%). Importantly, cost discipline

underpinned this performance. Cost

of goods sold declined to 57.3% of

revenue versus 61.9% last year, while

SG&A fell to 15.0% compared to 16.9%

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Growth was supported by continued expansion

of our branch network and a progressively richer

service mix, including radiology, radiotherapy, and

specialised diagnostics.

in 2024, reflecting procurement opti-

misation, improved inventory man-

agement, and tighter performance

oversight across markets.

Nigeria stands out as a significant

achievement. Echo-Lab delivered posi-

tive EBITDA for the full year, validating

the restructuring and cost control

measures implemented over the past

two years. In Saudi Arabia, although

still in ramp-up mode, we achieved

strong revenue growth and improved

cost absorption, narrowing losses and

reinforcing our confidence in the long-

term scalability of the business.

Embedding Performance

Alignment and Governance

Discipline

A central focus of my tenure has been

strengthening performance manage-

ment and harmonising KPIs across

the Group. Historically, operational

targets and reporting standards varied

by geography and function. Over the

past two years, we have standardised

financial and operational metrics,

aligning them with global bench-

marks and linking them directly to

executive accountability.

This alignment ensures that every

function — from procurement and

operations to sales and finance —

operates under unified objectives.

All C-level leaders are now working

within a harmonised performance

framework, supported by improved

reporting transparency and tighter

internal controls.

The result is a more cohesive

organisation, with clearer lines of

accountability and improved visi-

bility into the drivers of profitability

across markets.

Advancing Digital

Infrastructure and Data

Integration

Digital transformation continues to

be one of the most important ena-

blers of this shift. During 2025, we

deepened our investment in systems

integration and analytics to strength-

en decision-making and improve

operational efficiency.

Our CRM platform is enhancing

sales effectiveness and patient

engagement, while SAP Analytics

Cloud supports more sophisticated

financial planning, forecasting, and

performance monitoring. The con-

tinued rollout of our data warehouse

infrastructure has improved auto-

mation and reporting accuracy, with

integration across applications to

allow for customisable reports and

enabling management to respond

more quickly to operational trends.

In parallel, we are integrating HR

systems and performance manage-

ment tools into our digital backbone,

ensuring that workforce planning,

productivity tracking, and incen-

tive structures are directly linked to

financial targets. These initiatives

require upfront investment; however,

they are designed to generate meas-

2.7 BN

year-on-year to

EBITDA increased

61%

EGP

Dividend declared for 2025.

4.9MN

USD

year-on-year to

1.3 BN

Net profit rose

29%

EGP

IDH Annual Report 2025

urable returns through improved

revenue capture, tighter cost control,

and enhanced organisational agility.

Aligning Incentives with

Growth and Cash Generation

Cultural transformation remains

inseparable from financial transforma-

tion. Over the past year, we refined our

incentive structures to more closely

align employee performance with

strategic objectives. Revised collection

schemes have already contributed to

improvements in working capital man-

agement and cash conversion cycle.

From January 2026, we have im-

plemented enhanced, perfor-

mance-driven sales incentive

programmes aimed at accelerating

revenue growth and strengthening

market penetration. While these

programmes will increase operat-

ing expenses, they are structured to

deliver tangible return on invest-

ment through accelerated growth,

improved customer retention, and

stronger competitive positioning.

Our approach is that incentives must

be measurable, performance-based,

and value-accretive. By directly link-

ing rewards to financial outcomes,

we are embedding a results-oriented

culture that supports long-term share-

holder value creation.

Capital Allocation and

Financial Discipline

Throughout 2025, we maintained a

prudent approach to capital allocation.

The strength of our cash generation

allowed us to resume dividend distri-

butions during the year, with the Board

of Directors declaring a dividend of

$0.0085 per share for the year ended

31 December 2025, representing a

total distribution of $4.9 million. This

payout aligns with our commitment

to delivering sustainable shareholder

value while maintaining flexibility to

fund promising growth projects. Given

the current geopolitical landscape and

market volatility, the Board remains

prudent in its capital allocation. We

intend to re-evaluate as market condi-

tions and capital requirements evolve.

As we assess potential GCC opportu-

nities, capital discipline will remain

paramount. We will pursue expansion

only where expected returns justify the

associated risks and where transactions

strengthen our competitive position or

enhance foreign currency earnings. Our

objective is to balance shareholder re-

turns with growth investment, ensuring

sustainable value creation over time.

As we assess potential GCC opportunities, capital

discipline will remain paramount. We will pursue

expansion only where expected returns justify the

associated risks and where transactions strengthen

our competitive position.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

As we enter 2026, our priorities are clear. We will continue consolidating leadership in Egypt through opera-

tional excellence and disciplined pricing. We will accelerate regional expansion to increase the contribution of

foreign currency revenues. We will further institutionalise KPI alignment and governance discipline across mar-

kets. And we will continue leveraging digital tools to enhance performance transparency and decision-making.

All of these initiatives serve a unified objective: safeguarding the Company’s resilience while expanding its

growth horizon. By strengthening systems, aligning incentives, and diversifying geographically, we are building

a more robust and professionally managed organisation capable of delivering consistent, risk-adjusted returns.

I would like to thank our entire management team and colleagues across the Group for their dedication and

commitment, as well as our CEO, Dr. El Sherbini, for her continued leadership and strategic clarity, with

the progress achieved over the past two years reflecting the strength of our people and the discipline of our

collective execution.

With stronger foundations, improved profitability, and a clear regional roadmap, I remain confident that IDH

is well positioned to deliver sustained, profitable growth in the years ahead.

Looking Ahead

Sherif El Zeiny

Chief Financial Officer

IDH Annual Report 2025

Our Markets

IDH operates across five emerging

markets with healthcare systems that

differ markedly from those in more

mature Western economies. Care

delivery is split between public and

private providers, and patients typi-

cally have direct access to specialists

without a primary-care gatekeeper,

granting them greater freedom to

choose where to receive diagnostic ser-

vices. Test results are usually delivered

directly to patients and then shared

with their physicians to inform them

of treatment decisions, with digital

channels increasingly complementing

in-person interactions. Within this

landscape, patient choice is driven pri-

marily by service quality, accessibility,

insurance compatibility and pricing,

shaping competitive dynamics across

IDH’s footprint.

Patients requiring diagnostic services

may access care through several chan-

nels, including emergency depart-

ments, outpatient clinics or polyclinics,

or by consulting a specialist physician

directly. While healthcare profession-

als may suggest a particular diagnostic

provider when ordering tests, patients

generally retain the freedom to choose

their preferred service provider. In

making their selection, patients typi-

cally evaluate factors such as service

quality, pricing, insurance coverage

compatibility, and overall reputation.

Walk-in patients—commonly referred

to as self-paying patients—settle the

cost of their tests directly and in ad-

vance of service delivery.

Test results, which are typically

accompanied by a specialist inter-

pretation, are most often collected by

patients in person and subsequently

shared with their treating physician

to support diagnosis and treatment

planning. Reflecting evolving patient

expectations and increased digital

adoption, IDH also offers same-day

electronic delivery of results via SMS,

with full access available through the

Company’s mobile application. In re-

sponse to these dynamics, IDH’s sales

and marketing efforts are focused on

actively targeting:

Physicians Contract PatientsWalk-in Patients

through direct sales visits to individual

practitioners, educational and peer

congresses, client information leaflets,

volume-based loyalty programmes,

and the organisation or

sponsorship of

conferences.

through social media channels,

mass-market and targeted health

awareness campaigns, outdoor

advertising, television, radio,

and online advertising.

through direct outreach to

insurers and employers.

IDH operates across five emerging

markets with healthcare systems that

differ markedly from those in more

mature Western economies.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Barriers to Entry

Patients

are loyal to

IDH’s brands

which boast

successful,

multi-decade-

long track

records.

IDH attracts

contract clients

leveraging its

state-of-the-

art testing

capabilities and

facilities which

boast prestigious

accreditations

from CAP, ACR,

ISO, JAS, HCAC,

and JCI.

To effectively cater

to patients across

the fragmented

markets in which

IDH operates,

requires a

widespread

geographic

presence. The

Company currently

operates the

largest private labs

network in Egypt,

with operations

in four additional

geographies.

Long-lasting

relationships

with

stakeholders,

including

physicians and

suppliers, are

required to

support cost-

effective growth

and shield the

business from

macroeconomic

turbulence.

IT-enabled

platforms, critical

mass (higher

margins), decades

of unmatched

experience

and the latest

in medical

equipment

safeguard the

Company from

new entrants.

Brand Equity

and Reputation

Accreditation

of Facilities

Market

Reach

Relationship

with Key

Stakeholders

Economies

of Scale

IDH Annual Report 2025

Egypt

A structurally attractive market led by

private-sector healthcare expansion

Egypt’s diagnostics market is split

between public and private pro-

viders, with the private segment

comprising hospital-based and stan-

dalone labs and remaining highly

concentrated in major cities, leaving

significant growth potential in un-

derserved regions. Rising corporate

health coverage and the rollout of

mandatory health insurance contin-

ue driving demand for private diag-

nostic services, supported by strong

structural tailwinds.

Egypt remains the most populous

country in MENA, with an estimat-

ed population of 118.4 million at

year-end 2025, of which a growing

proportion is aged 60 and above.

Urbanisation continues to rise, with

most residents concentrated in major

cities such as Cairo and Alexandria,

while significant opportunities exist

in underserved regional areas. Com-

bined with increasing life expectancy

and a rising prevalence of chronic

and lifestyle-related diseases, these

demographic trends continue to

underpin structural growth for the

diagnostics sector.

Within this landscape, IDH remains

the leading private diagnostics pro-

vider by market share, with a strong

position in both laboratory diagnostics

and radiology services, underpinned

by its nationwide footprint, interna-

tional accreditations and long-stand-

ing presence in the market.

Key Macroeconomic

Trends

In 2025, Egypt’s economy continued

to recover, supported by structural re-

forms, international financing, and re-

newed private sector confidence. The

Egyptian Pound stabilised against the

US Dollar, trading in at approximately

46.8 EGP/USD as of February 2026,

underpinned by ongoing IMF pro-

gramme reviews and EU macro-finan-

cial assistance. Notably, in May 2025,

the European Union provisionally

approved a EUR 4 billion macro-fi-

nancial assistance package to support

Egypt’s external financing needs,

complementing earlier disbursements

and tied to policy benchmarks. . Later

in the year, IMF staff-level agreements

on the fifth and sixth reviews of the

Extended Fund Facility were reached,

unlocking potential financing of

around USD 2.5 billion, alongside an

additional USD 1.3 billion under the

Resilience and Sustainability Facility.

These measures, together with gov-

ernment efforts to revitalise privat-

ization, expand infrastructure, and

attract foreign investment, contrib-

uted to stabilising foreign exchange

liquidity and maintaining macroeco-

nomic confidence. Real GDP grew by

an estimated 4.7%, driven by stronger

private consumption, rising tour-

ism, and a rebound in remittances.

Inflation, while still above long-term

targets, moderated to around 12.3%,

reflecting tighter monetary policy and

easing price pressures. Although chal-

lenges remain, including debt sustain-

ability and uneven recovery across

sectors, these developments provide a

more resilient economic platform for

business activity in Egypt.

Egypt Population (millions)

2020

2021

2022

2023

2024

2025

109.3

111.0

112.6

114.5

116.5

118.4

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Egypt Headline Inflation

Egypt GDP Growth

USD:EGP 12-month Exchange Rate (EGP)

2020

5.4%

3.6%

50.2

50.7 50.6

50.8

49.7

49.6

48.6 48.6

47.9

47.2

47.7

5.9%

3.3%

6.6%

3.8%

2.4%

4.7%

21.3%

24.1%

12.3%

33.7%

Outlook

Despite continued progress, Egypt’s

macroeconomic outlook remains sub-

ject to regional geopolitical risks and

the potential for renewed external

shocks, including volatility in glob-

al energy and commodity markets.

Inflationary pressures, while easing

compared to prior years, continue

to weigh on household purchasing

power and remain a key policy focus.

Against this backdrop, Egypt is con-

tinuing to advance its reform agenda

under its IMF-backed programme,

supported by the additional financing

packages and multilateral funding

secured during 2025. These measures

are aimed at safeguarding macroeco-

nomic stability, strengthening foreign

currency liquidity, and sustaining

fiscal discipline.

Looking ahead, forecasts from inter-

national financial institutions remain

constructive. The IMF expects

Egypt’s economy to grow by 4.7% in

2025-2026, supported by improving

private-sector activity, higher in-

vestment inflows, and a more stable

exchange rate environment, while

inflation is projected to moderate to

11.8% by the end of the fiscal year.

With reforms gaining traction and

foreign capital continuing to flow

into key sectors, momentum is ex-

pected to carry into 2026-2027, with

GDP growth forecast at 5.4%, rein-

forcing the country’s medium-term

recovery trajectory. However, recent

geopolitical developments may rein-

troduce inflationary pressures, par-

ticularly through currency pressure

and potential disruptions to energy

markets and supply chains.

2021

2022

2023

2024

2025

Jan-25

Feb-25

Mar-25

Apr-25

May-25

Jun-25

Jul-25

Aug-25

Sep-25

Oct-25

Nov-25

Dec-25

47.6

IDH Annual Report 2025

Jordan Headline Inflation

Jordan

A Stable, Insurance-Led

Healthcare Market

Jordan boasts one of the most devel-

oped healthcare systems in the Middle

East, supported by a high level of

insurance coverage and a well-estab-

lished network of public and private

providers. Most of the population

is covered by either government or

private insurance schemes, under-

pinning steady demand for diagnostic

services. The country’s diagnostic

market is characterised by regulated

pricing, encouraging operators to focus

on volumes, service quality, and test

portfolio breadth. Demand is further

supported by medical tourism and the

concentration of specialised health-

care providers in Amman, positioning

diagnostics as a critical enabler of the

country’s healthcare ecosystem.

IDH is well positioned to benefit from

Jordan’s stable, insurance-led health-

care system, where regulated pricing

places a premium on quality and effi-

ciency. Through Biolab’s internation-

ally accredited platform and strong

reputation, the Group is able to cap-

ture demand from specialist providers

and insured patients, supporting the

sustainable growth of its operations in

the market.

Key Macroeconomic

Trends

In 2025, Jordan’s economy continued to

demonstrate resilience despite ongo-

ing regional instability and external

pressures. Real GDP growth accelerated

modestly, with estimates around 2.7%,

supported by a broad base of activity

including manufacturing, services,

agriculture, and tourism — marking

one of the stronger expansions in recent

years amid external headwinds. Infla-

tion remained firmly contained at low

levels, anchored by the Central Bank

of Jordan’s commitment to maintain-

ing the JOD peg to the US Dollar, with

annual inflation near 2.0% in 2025,

reflecting stable price expectations and

disciplined monetary policy. Foreign

exchange reserves remained at com-

fortable levels relative to GDP, provid-

ing a buffer against external shocks.

International support also continued

to reinforce confidence, as the Europe-

an Union approved a EUR 500 million

macro-financial assistance programme,

with the first EUR 250 million tranche

disbursed in September 2025, while

IMF engagement advanced further in

December 2025, when the Executive

Board completed the fourth review

under the Extended Fund Facility (EFF)

and the first review under the Resil-

ience and Sustainability Facility (RSF),

unlocking approximately USD 240 mil-

lion in immediate financing. Together

with ongoing structural reforms and

regulatory improvements, these devel-

opments underpin a stable and predict-

able macroeconomic environment, pro-

viding a solid foundation for long-term

private sector activity in Jordan.

2020 2021 2022 2023 2024 2025

0.3%

1.3%

4.2%

1.6%

1.8%

2.1%

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

2020

Jordan GDP Growth

Outlook

Going forward, Jordan’s economic

outlook remains cautiously con-

structive despite ongoing regional

and global uncertainties. Growth is

expected to remain on a steady trajec-

tory in 2026, supported by continued

momentum in tourism, manufac-

turing, services, and export-oriented

sectors, alongside sustained public

and private investment. Inflation is

forecast to remain low and stable,

underpinned by the Central Bank

of Jordan’s firm commitment to

monetary discipline and the Dinar’s

stability against the US Dollar, helping

preserve purchasing power and mac-

roeconomic predictability. Continued

engagement with the IMF and multi-

lateral partners is expected to support

fiscal consolidation, reform imple-

mentation, and access to external

financing, reinforcing investor con-

fidence. While geopolitical risks and

external shocks remain key variables,

Jordan’s diversified economy, strong

institutional framework, and stable

financial system position the country

to maintain a resilient and supportive

environment for private sector growth

in the year ahead.

2021 2022 2023 2024 2025

-1.1%

3.7%

2.4%

2.6%

2.5%

2.7%

IDH Annual Report 2025

Nigeria

A High-Growth

Diagnostics Frontier

Nigeria represents one of the most at-

tractive long-term healthcare markets

in Africa, supported by a rapidly grow-

ing population and a youthful de-

mographic profile, with roughly half

the population under the age of 18.

As disease patterns continue to shift

toward chronic and lifestyle-related

conditions, demand for diagnostic

testing is rising steadily. The diagnos-

tics sector remains highly fragmented

and underpenetrated, dominated by

small independent laboratories and

hospital-based facilities, creating

significant scope for consolidation

and quality-driven growth. Like IDH’s

experience in Egypt in earlier dec-

ades, Nigeria’s market structure offers

a strong opportunity for scale players

to expand through network growth,

service differentiation, and improved

standards of care.

IDH continues to capitalise on these

market dynamics through a focused

integration and value-creation

strategy at Echo-Lab. Since entering

the country, the Group continues to

upscale its operations by renovating

existing branches, expanding the

service portfolio, and modernising

laboratory equipment to raise quality

and efficiency across the network.

This supports the Group’s strategy of

capturing share from informal provid-

ers while building a scalable, profes-

sionally managed diagnostics plat-

form in one of Africa’s most attractive

long-term healthcare markets.

Key Macroeconomic

Trends

In 2025, Nigeria’s economy continued

to adjust to a broad reform agenda

aimed at restoring macroeconomic

stability. Key measures, including

the lifting of fuel subsidies, foreign

exchange market reforms, and im-

proved revenue collection, reshaped

the economic landscape. Real GDP

grew by 3.9% in 2025, supported by a

recovery in oil production, steady ser-

vices growth, and gradual gains across

non-oil sectors. Inflation eased from

the high levels of 2024, moderating to

around 15.2%, while the Naira re-

mained broadly stable against the US

Dollar, underpinned by confidence in

the unified exchange rate framework

and sustained FX inflows. Foreign

reserves and external liquidity held

firm, supported by remittances and

portfolio inflows.

Fiscal conditions also improved, with

stronger revenue mobilisation and

disciplined spending narrowing the

deficit. In addition, external financ-

ing reinforced macro stability during

the year, including a USD 500 million

World Bank package for MSMEs,

USD 500 million in African Develop-

ment Bank budget support, and an

approved external borrowing plan

exceeding USD 21 billion for infra-

structure and budgetary needs.

Nigeria Headline Inflation

2020 2021 2022 2023 2024 2025

15.8%

15.6%

21.3%

15.4%

15.2%

28.9%

As disease

patterns continue

to shift toward

chronic and

lifestyle-related

conditions,

demand for

diagnostic testing

is rising steadily.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

2020

Nigeria GDP Growth

Outlook

Looking ahead, Nigeria is poised to

sustain moderate growth in 2026.

Continued economic diversification

is expected to strengthen resilience,

while targeted private sector policies

are set to unlock high-impact invest-

ment opportunities. Additionally,

inflationary pressures are projected

to ease, underpinned by multilateral

support and a more predictable fiscal

framework. While challenges remain,

including volatility in global commod-

ity prices, the overall outlook points to

a stable, sustainable macroeconomic

trajectory that paves the way for long-

term private sector development.

2021 2022 2023 2024 2025

-6.4%

1.1%

4.3%

3.3%

4.1%

3.9%

USD:NGN 12-month Exchange Rate (NGN)

1,481.0

1,503.0

1,537.8

1,602.4

1,588.0

1,536.4

1,530.9

1,537.0

1,483.2

1,446.8

1,445.2

Jan-25

Feb-25

Mar-25

Apr-25

May-25

Jun-25

Jul-25

Aug-25

Sep-25

Oct-25

Nov-25

Dec-25

1,447.3

IDH Annual Report 2025

Saudi Arabia

Urban Growth and Lifestyle Shifts

Drive Diagnostics Demand

Saudi Arabia presents a compelling

growth opportunity in diagnostics,

underpinned by a rapidly urbanising

population, increasing life expec-

tancy, and a rising prevalence of

lifestyle-related and chronic diseases

such as diabetes, cardiovascular con-

ditions and obesity. The Kingdom’s

healthcare market was valued at

approximately USD 1.6 billion in 2025

and is projected to expand significant-

ly over the coming decade, support-

ed by rising adoption of advanced

technologies, expanding healthcare

infrastructure and greater emphasis

on preventive and precision care.

Riyadh, in particular, is experiencing

strong population growth driven by

both internal migration and an influx

of expatriates, creating concentrat-

ed demand for advanced medical

and diagnostic services. While per

capita healthcare spending remains

below that of regional peers, Vision

2030 reforms and the Health Sector

Transformation Program are acceler-

ating private-sector participation and

prioritising investment in high-quality

diagnostic capabilities, structurally

reshaping the market and supporting

long-term, demand-led growth.

IDH leverages these tailwinds through

its flagship Biolab KSA, prioritizing

the development of a reputable,

high-quality brand, expanding its

service portfolio, and growing its

branch network strategically in key

areas. The venture has implemented

comprehensive marketing and patient

engagement initiatives, including

partnerships with local healthcare

providers and community awareness

campaigns, to capture demand from

both insured and self-paying patients.

With a strong operational foundation

and alignment with the Kingdom’s

long-term healthcare development

goals, Biolab KSA is well-positioned

to meet rising demand, contribute to

higher standards of care, and drive

sustainable growth in Saudi Arabia’s

emerging private diagnostics sector.

Key Macroeconomic

Trends

Throughout 2025, Saudi Arabia’s

economy continued to shift away from

hydrocarbons towards a more diver-

sified and domestically driven growth

model, even as oil production re-

mained constrained and regional geo-

political tensions persisted. Economic

activity strengthened materially from

2024, supported by sustained public

investment, private-sector expansion

and Vision 2030 reform momentum.

Non-oil GDP once again outpaced the

oil sector during the year, reflecting the

deepening impact of the Kingdom’s

diversification agenda. Additionally,

structural reforms under Vision 2030

continued to crowd in private capi-

tal, improve productivity and expand

domestic demand, reinforcing the shift

towards a more balanced and resil-

ient economic base. Macroeconomic

stability remained a key differentiator,

with inflation contained at low levels

and the Saudi Riyal’s long-standing

peg to the US dollar anchoring curren-

cy stability. In tandem, fiscal diver-

sification progressed meaningfully,

with non-oil revenues accounting for

an increasingly significant share of

total government income, reducing

exposure to oil price volatility. More-

over, governmental efforts to actively

manage the Kingdom’s balance sheet

during the year continued to progress,

with Saudi Arabia tapping interna-

tional capital markets and arranging

new financing streams to fund priority

infrastructure and reform investments

while refinancing maturing obliga-

tions. Although domestic consumption

and tourism metrics still lag some

regional peers, the scale and breadth

of ongoing reforms, underpinned by

a stable framework and continued

access to global capital, imply substan-

tial potential, providing a supportive

macroeconomic backdrop for consum-

er-facing and services sectors.

Economic activity

strengthened

materially from

2024, supported

by sustained

public investment,

private-sector

expansion

and Vision

2030 reform

momentum.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

KSA Headline Inflation

KSA GDP Growth

Outlook

Looking forward, the International

Monetary Fund projects that Saudi

Arabia’s economy will expand by

approximately 4.5% in 2026, reflect-

ing resilient growth underpinned by

structural reforms, diversification

efforts and a gradual unwinding of

the Organization of the Petroleum

Exporting Countries (OPEC+) produc-

tion cuts. Non-oil sectors are expected

to remain the primary growth en-

gine, supported by strong domestic

demand and ongoing investment in

services, tourism, logistics and trade.

Additionally, inflation is anticipated

to stay moderate, anchored by the

Saudi Riyal fixed against the US Dollar

and continued policy focus on price

stability. Overall, the Kingdom’s stable

macroeconomic framework, broaden-

ing revenue base, and continued pol-

icy commitment to diversification are

set to support sustainable expansion;

however, recent geopolitical devel-

opments in the region may introduce

heightened uncertainty, with poten-

tial implications for investment flows,

energy markets, and broader econom-

ic activity in the near term.

2020

2021

2022

2023

2024

2025

1.2%

5.3%

-3.6%

5.1%

7.5%

1.3%

4.5%

-0.8%

3.3%

1.5%

1.9%

2.0%

IDH Annual Report 2025

Sudan

Cautious Engagement Amid

Ongoing Conflict

The Sudanese healthcare market

remains heavily constrained due

to ongoing political and securi-

ty challenges stemming from the

civil conflict between the Sudanese

Armed Forces and the Rapid Support

Forces (RSF), which erupted in April

2023 and has continued throughout

2025, causing widespread disruption

to public services. The conflict has

severely degraded the health sys-

tem’s capacity, with a large share of

facilities in conflict-affected areas

non-functional and access to care

highly limited. Despite these con-

ditions, urban centres continue to

exhibit concentrated demand for pri-

vate medical and diagnostic services,

and government measures to encour-

age private-sector participation and

improve service delivery provide a

foundation for longer-term market

potential. International development

partners, including the World Bank,

have accelerated support measures

through health assistance and safety

net projects designed to restore ac-

cess to essential services for vulnera-

ble populations, reflecting the urgent

need to stabilise and rebuild the

country’s core health infrastructure.

Within this landscape, IDH has cau-

tiously reopened one of its branches,

with the remaining 17 branches shut

down indefinitely, prioritising staff

and patient safety while positioning

itself to capture demand once condi-

tions stabilise.

Key Macroeconomic

Trends

Throughout 2025, Sudan’s econo-

my remained severely impacted by

the ongoing civil conflict, which has

disrupted economic activity, con-

strained public services and exacer-

bated humanitarian needs. After a

sharp contraction in 2024, the fragile

economic environment persisted, with

inflation running at elevated levels and

foreign exchange shortages under-

mining import capacity and business

confidence. During the year, multiple

international partners continued to

provide critical financial and techni-

cal support to stabilize basic servic-

es. The World Bank Group, through

programmes such as the Sudan Health

Assistance and Response to Emergen-

cies (SHARE) Project, and multi-do-

nor trust funds, mobilised significant

funding alongside key partners; the

African Development Bank approved

emergency grants to help restore

essential services, including healthcare

and infrastructure. United Nations

agencies, including OCHA, WHO,

UNICEF and the World Food Pro-

gramme, coordinated humanitarian

financing and service delivery, while

bilateral and multilateral donors such

as USAID and the European Union

contributed to pooled funds and safety

net programmes. Implementation

partners including Mercy Corps and

Catholic Relief Services expanded their

reach despite operational challenges,

complementing efforts by other NGOs

to deliver lifesaving assistance. Al-

though macroeconomic and security

conditions remain constrained, this

sustained external support underpins

essential services and helps maintain a

basis for future recovery.

Sudan Headline Inflation

2020 2021 2022 2023 2024 2025

163.3%

359.1%

138.8%

200.1%

87.2%

77.2%

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Sudan GDP Growth

Outlook

Sudan’s near-term economic

outlook remains subdued by the

continuation of the conflict, with

security risks, inflationary pressures

and foreign-exchange shortages

expected to persist. However, sus-

tained international financial and

humanitarian support is helping

to preserve essential services and

prevent further institutional erosion,

creating a foundation for stabili-

sation once tensions subside. A

meaningful recovery would require

a durable political settlement, but

even incremental improvements in

security could potentially unlock a

gradual rebound in urban econom-

ic activity, trade flows and basic

service provision. Over the medium

term, Sudan’s long-term growth po-

tential remains underpinned by its

large population, agricultural base

and re-engagement pathways with

international financial institutions.

2020 2021 2022 2023 2024 2025

-3.6%

-1.9%

-1.0%

-29.4%

-14.0%

3.2%

IDH Annual Report 2025

Our Strategy

& Business

Model

An Asset-Light

Business Model

Since inception, IDH has delivered

capital-efficient growth through

its asset-light model, built on two

core pillars. The first is its scalable

Hub, Spoke, and Spike network

of branches, which supports effi-

cient expansion. The second is its

long-standing strategic partnerships

with key suppliers, which enable the

Group to access advanced diagnos-

tic equipment and capture growth

opportunities without significant

capital investment, even in chal-

lenging operating environments.

Through these two pillars, IDH is

able to provide best in-class servic-

es to its target segments, including

walk-in and contracts patients.

Hub, Spoke,

and Spike

In Egypt, IDH’s largest market, the

CAP-accredited Mega Lab serves as

the Group’s central “Hub,” housing

state-of-the-art diagnostic equipment

and providing the scale and capacity

required to process samples collected

across the network. Routine testing is

handled by the Group’s seven B-Labs

(“Spokes”), which also help manage

workflow into the Mega Lab, while 621

C-Labs (“Spikes”) operate primarily as

collection points, significantly extend-

ing the Group’s reach and supporting

continued growth in its patient base.

To complement its core laboratory

operations, IDH launched a radiology

platform in 2018, broadening its ser-

vice offering and enhancing patient

retention through a one-stop diagnos-

tic experience. Together, this plug-

and-play model enables the Group to

scale efficiently, maximise revenue

generation, and deepen strategic sup-

plier partnerships, all while creating

cost synergies across the business.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Strong Supplier

Relationships

IDH’s scale and robust market po-

sition unlock significant bargaining

power with suppliers, enabling the

Group to secure favourable com-

mercial terms for diagnostic equip-

ment and test kits. Under its supplier

agreements, which typically include

the provision of testing equipment

alongside reagents, chemicals, and

ongoing maintenance, IDH commits

to minimum annual volumes that are

reliably met given its growing scale.

This structure allows the Group to

benefit from lower costs per test while

avoiding the upfront capital expend-

iture associated with purchasing

equipment outright.

Our Target Segments

IDH serves two primary customer segments: contract (corporate) clients and

walk-in (individual) patients. In addition to in-branch services, the Group

offers home collection services to both segments, as well as lab-to-lab testing

services for corporate clients.

Supplier contracts generally run for five

to seven years, with equipment upgrades

incorporated upon renewal. These

long-term arrangements help protect

IDH from pricing volatility in challenging

macroeconomic environments, particu-

larly amid persistent inflation across sev-

eral markets. The Group partners with

leading global manufacturers, including

Siemens, Roche, Abbott Laboratories,

Sysmex, General Electric, and Philips,

ensuring access to high-quality tech-

nology and consistent service standards

across its network.

Contract Patients

Walk-in Clients

Walk-in clients, also referred

to as self-payers, consist of

individuals who pay directly

for diagnostic services and

accounted for 33% of Group

revenues in 2025.

Contract clients, which

generated 67% of

consolidated revenue,

include institutions such as

trade unions, syndicates,

insurance providers,

banks, and corporates that

engage IDH under annually

renewable agreements

with pre-agreed pricing

per test and per member.

INTEGRATED DIAGNOSTICS HOLDINGS

SUPPLIERS

IDH partners with

leading global

manufacturers,

including Siemens,

Roche, Abbott

Laboratories,

Sysmex, General

Electric, and

Philips ensuring

access to high-

quality technology

and consistent

service standards

across its network.

IDH Annual Report 2025

IDH leverages the competitive

strengths and growth potential of its

operating markets through a four-pil-

lar growth strategy focused on ex-

panding its patient base, broadening

its service offering to increase tests

Our Long-term Growth Strategy

IDH continues to actively pursue

opportunities to expand its customer

reach, grow its patient base, and tap

underserved markets. The Group adds

approximately 40 to 50 branches per

year (excluding in-hospital branches

and any closures related to the Sudan

conflict), reinforcing its leadership in

Egypt while strengthening its pres-

ence across other geographies. Its

scalable, asset-light business model

enables the rapid and cost-efficient

rollout of new locations, supporting

continued footprint expansion across

the Middle East and Africa.

IDH also enhances growth through a

broad suite of complementary servic-

To increase average tests per patient

and strengthen loyalty, IDH employs

a multi-pronged strategy. In its home

market, the Group’s CAP-accredited

Mega Lab enables the delivery of

highly specialised tests that are not

widely available, supporting both dif-

ferentiation and higher-value testing.

In parallel, IDH offers bundled and

discounted test packages for existing

customers, driving higher volumes

and revenue per patient, particularly

amid inflationary environments.

These initiatives are further bolstered

by the Group’s loyalty programme,

launched in 2021, which has delivered

a steady increase in testing intensi-

ty. Average tests per patient rose to a

record 4.6 in 2025, up from 4.4 in 2024

and 4.2 in 2023. In addition, IDH con-

ducts disease awareness campaigns

and promotes preventive healthcare,

supporting community engagement,

accelerating volume growth, and fur-

ther strengthening the Group’s brand

across its markets of operation.

es, including home collections, digital

platforms, and results delivery solu-

tions, which together create a seamless,

patient-centric experience and drive

loyalty. Home collection services in

particular continue to build strong mo-

mentum, contributing c.20% of Group

revenue in 2025, compared to 16% in

2024 and 9% pre-COVID-19. In parallel,

IDH continues to deepen penetration

of the corporate segment through

partnerships with public and private

institutions, while also participating in

national healthcare initiatives, enabling

access to new patient segments and re-

inforcing its role as a leading healthcare

provider across its footprint.

per patient, selectively entering new

geographies through value-accretive

acquisitions, and introducing inno-

vative medical services that build on

the Group’s market-leading brand

and position.

Expand Customer Reach

Increase Tests per Patient

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Geographic

Expansion

IDH actively pursues strategic acqui-

sitions across the Middle East and

Africa, targeting fragmented, under-

penetrated markets with favourable

demographics. Its proven business

model and strong financial position

enable rapid footprint expansion

through value-accretive acquisitions

and partnerships. In 2024, the Group

broke ground in Saudi Arabia via a

strategic partnership with Biolab,

Diversify into New

Medical Services

Leveraging its strong brand, proven

track record, and loyal patient base,

IDH continues to explore value-accre-

tive prospects in adjacent markets. In

line with this, the Group’s radiology

venture in Egypt was established to

tap into the high-value, underpene-

trated sector, with the Group’s acqui-

sition of Cairo Ray for Radiotherapy

its Jordanian subsidiary, laying the

foundation for a full-scale pathology

service in the Kingdom. Saudi Arabia

presents a compelling opportunity,

driven by a fast-growing, health-con-

scious population, rising prevalence

of non-communicable diseases

among the elderly, and a healthcare

sector supported by Vision 2030 initi-

atives, a positive regulatory environ-

ment, and increased investment.

in 2025 enabling it to further expand

its portfolio to include radiotherapy

services. In parallel, Wayak, launched

in 2019, continues to provide tailored,

data-driven healthcare management,

enhancing patient experience and

retention, and advancing the Group’s

vision of becoming a one-stop-shop

diagnostics platform.

IDH Annual Report 2025

Exposure to structurally

attractive markets with

high barriers to entry

IDH operates in highly fragmented

and underserved diagnostics markets

with strong structural growth drivers

and high barriers to entry, creating a

clear competitive advantage for estab-

lished players. The inherently resilient

and counter-cyclical nature of health-

care enables the Group to sustain

growth despite economic and political

volatility, a resilience demonstrated

in recent years as IDH continues to

deliver solid top- and bottom-line

growth even amid unprecedented

challenges in markets such as Egypt.

Investment

Case

Scalable asset-light

business model reinforc-

ing market leadership

IDH deploys an asset-light, scalable

operating model that enables rapid,

capital-efficient growth while re-

inforcing its market-leading posi-

tions in its home and core markets.

This foundation is strengthened by

internationally accredited facilities,

strategic supplier partnerships, and

a Hub, Spoke, and Spike model in

Egypt, where a high-capacity Mega

Lab anchors a network of asset-light

C-labs that enable fast, cost-effective

footprint expansion. In 2025 alone,

IDH added 137 new branches in

Egypt, extending its reach into new

segments while deepening leader-

ship in core markets. This is further

supported by strong brand equity,

deep patient loyalty, and more than

four decades of operational excel-

lence, the Group’s subsidiaries are

firmly embedded in their local mar-

kets. Alongside its expansion in its

home and core markets, the Group

broadened its footprint in Saudi

Arabia following its entry into the

country in 2024, now operating three

branches in the Kingdom.

IDH continues to leverage its mar-

ket-leading position, flexible business

model, scalable platform, and expe-

rienced management to meet near-

term targets – despite economic and

political headwinds across several

markets – while advancing its long-

term growth strategy.

Investment Highlights

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Strong financial track

record and consistent

shareholder returns

IDH has delivered consistently

strong historical revenue growth

and attractive margins, under-

pinned by an unlevered balance

sheet and strong cash generation.

This financial strength provides the

Group with significant strategic

flexibility to fund organic expan-

sion and pursue value-accretive

opportunities, while also support-

ing a track record of consistently

high dividend distributions to

shareholders, even amid challeng-

ing operating conditions across its

markets of operation.

Multiple growth

levers across

the platform

IDH leverages its competitive strengths

and its strong balance sheet to pursue

a diversified strategy to capture the

growth potential of its markets. The

Group’s growth levers are focused on

expanding its patient base, broad-

ening its service offering to increase

tests per patient, selectively entering

new geographies, and introducing

new medical services that build on

the Group’s market-leading brand and

position. Together, these initiatives

provide multiple avenues for growth

while strengthening patient loyalty and

deepening market penetration.

Experienced manage-

ment and robust gov-

ernance frameworks

IDH is powered by a highly experi-

enced management team with decades

of industry expertise and supported

by a seasoned Board of Directors with

deep healthcare, regional, and invest-

ment experience. Operating within

a robust governance framework, the

Board and management provide effec-

tive strategic oversight, ensure disci-

plined decision-making, and uphold

strong risk management practices as

the Group continues to execute its

long-term growth strategy and create

sustainable shareholder value.

IDH Annual Report 2025

Principal Risks,

Uncertainties &

their Mitigation

As with all corporations, IDH is ex-

posed to several risks and uncertain-

ties which may have adverse impacts

on the Company’s performance.

IDH’s Chairman, Lord St John of

Bletso, systematically stresses the

importance of the risk matrix as a key

driver of the Group’s long-term suc-

Specific Risk Mitigation

Country/regional risk —

Economic and Forex

Egypt: IDH is directly impacted by the economic

conditions of its largest market, Egypt, and, to a lesser

extent, those of its other operating geographies. Egypt

accounted for 84.6% of consolidated revenues in 2025

(82.5% in 2024) and 91% of adjusted EBITDA (93% in

2024).

Starting in early 2022, IDH’s home and largest market

has been directly impacted by the Russian-Ukraine war

due to Egypt’s reliance on wheat imports and tour-

ism inflows from both countries, as well as its broader

exposure to capital outflows during periods of global

and regional economic uncertainty. These pressures

were further exacerbated by the global tightening of

monetary policy during 2022–2024, which led to re-

duced foreign capital inflows across emerging markets.

Meanwhile, since late 2023, Egypt has also been affect-

ed by the ongoing conflict in Gaza and wider regional

tensions, which have periodically weighed on tourism

activity, investor sentiment, and Suez Canal traffic—an

important source of foreign currency for the country.

Disruptions to Israeli natural gas supply during periods

of escalation also contributed to intermittent energy

supply constraints, although the government has taken

steps to mitigate these risks through diversified energy

sourcing and infrastructure investments.

Overall, management reiterates that IDH employs a

robust and resilient business model which has helped

the Company navigate several economic and political

downturns, including two revolutions, while allowing

the business to expand its offering and record positive

growth across key operational and financial perfor-

mance indicators. Moreover, as part of IDH’s long-term

growth strategy, the Company is working to diversify its

geographic exposure by decreasing its exposure to any

single country. To this end in January 2024, the Compa-

ny launched its Saudi Arabian venture under the name

Biolab KSA. Once fully ramped up, the venture will offer

a full suite of diagnostic testing services.

IDH has maintained an active approach in shielding

the business from exchange rate fluctuations in its

markets. As part of its mitigation efforts, IDH negoti-

ates contracts with tenures ranging from 5 to 7 years (at

fixed FX rates, which only get revised once the currency

surpasses an agreed upon value) and purchases labo-

ratory test kits on contract with volume-linked prices.

Meanwhile, thanks to its large scale and longstanding

supplier relationships, the Company is able to secure

favourable test kit prices with all its major suppliers.

cess, and one which must be equally

shared by the Board of Directors and

senior management.

While no system is capable of mit-

igating every risk, and while some

risks, at the country level, are large-

ly without potential mitigants, the

Group has developed complex

processes, procedures, and baseline

assumptions which provide effective

mitigation. The Board and senior

management agree that the principal

risks and uncertainties facing the

Group include:

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Specific Risk Mitigation

Despite these external pressures, Egypt’s macroeco-

nomic environment began to stabilise significantly fol-

lowing the landmark economic reforms implemented

in early 2024. These included the transition to a flexible

exchange rate regime in March 2024 and a substantial

tightening of monetary policy to address inflation and

restore confidence in the financial system. In parallel,

Egypt secured significant external support, including

investment commitments from Abu Dhabi’s ADQ,

expanded financing arrangements with the Interna-

tional Monetary Fund (IMF), and additional funding

from international and regional partners including

the European Union. These measures helped restore

foreign currency liquidity, eliminate the parallel foreign

exchange market, and encourage the return of foreign

investment and remittance flows through formal chan-

nels. As a result, throughout 2025, the Egyptian Pound

has demonstrated relative stability compared to the

volatility experienced in prior periods.

Inflationary pressures, which peaked in early 2024 amid

currency adjustments and subsidy reforms, began to

moderate during 2025 as the effects of monetary tight-

ening and improved foreign exchange availability took

hold. While inflation remains above the Central Bank

of Egypt’s long-term targets, it has been on a declin-

ing trajectory, allowing the Central Bank to gradually

begin easing monetary policy during 2025 following the

aggressive tightening cycle of the preceding two years.

Nonetheless, inflation and interest rates remain elevated

relative to historical norms, reflecting the lagged impact

of structural reforms and global economic uncertainty.

Egypt’s political environment remained stable during

2025 following the presidential elections held in De-

cember 2023, which saw President Abdel Fattah El-Sisi

secure a new six-year mandate. The government has con-

tinued to advance its structural reform agenda, including

fiscal consolidation, privatisation initiatives, and policies

aimed at increasing private sector participation in eco-

nomic activity. These reforms are intended to strengthen

macroeconomic resilience, improve fiscal sustainability,

and support long-term economic growth.

While external risks—including geopolitical tensions,

global financial conditions, and commodity price vola-

tility—continue to present potential challenges, Egypt’s

economic outlook has improved materially compared

to prior years. The country’s strengthened foreign

Additionally, the Company takes proactive steps to

hedge against foreign currency risks on a case-by-case

basis whenever applicable.

Meanwhile, the Group’s asset-light model allows for

minimal borrowing and significant strategic flexibility,

providing it with ample leeway to navigate challenging

times while supporting its expansion plans even in high

interest rate environments.

IDH Annual Report 2025

exchange position, improved investor confidence, and

ongoing reform programme have contributed to greater

macroeconomic stability. IDH continues to closely

monitor developments in Egypt and has demonstrated

resilience through prior economic cycles, supported by

the essential nature of its services, diversified customer

base, and flexible operating model.

Foreign currency risk: IDH is exposed to foreign

currency risk, placing potential pressure on the cost

side of the business. Despite the majority of the Com-

pany’s suppliers receiving payments in EGP, due to the

fact that materials are imported, prices vary based on

the exchange rate between EGP and foreign currencies.

Moreover, a small portion of suppliers are priced in for-

eign currency and paid in EGP based on the prevalent

exchange rate at the time of purchase. It is important

to note that starting in spring 2024, FX availability for

importers significantly improved with priority sectors

able to access the needed capital to fulfil obligations

and resume normal business operations.

Nigeria: macroeconomic environment remained char-

acterized by elevated currency and inflation volatility

following the liberalization of the Nigerian Naira in

2023. The currency remained under pressure through

2025, with the Naira trading at approximately NGN

1,443 per US Dollar on average in late 2025 and fluctu-

ating within a range of approximately NGN 1,450–1,600

per US Dollar during the year, reflecting ongoing for-

eign exchange constraints and structural adjustments

in the economy. While volatility persisted, exchange

rate movements began to stabilize relative to the sharp

depreciation experienced in prior periods, supported

by ongoing monetary and fiscal reforms.

As a result of the devaluation and foreign currency

shortages, Nigerian inflation has maintained an upward

trend, with inflation rates averaging 21-22% throughout

2025 (33.2% in 2024).

During 2025, almost none of the Company’s cost of

supplies were payable in US Dollars apart from one

supplier, minimizing exposure to foreign currency risk.

Furthermore, the Company’s proactive inventory and

supplier management strategy has seen it able to contain

the impacts of a weaker EGP and rising inflation on its

raw material expenses with its raw material to sales ratio

improving year-on-year in 2025 at 19.3% (versus 22.0%

in 2024 and 22.2% in 2023). The Company will continue

to capitalise on its established reputation and position

as a leading diagnostic services provider in the region to

negotiate favourable prices and mitigate the impact of

foreign currency fluctuations whenever possible.

It is important to highlight that starting January 2024,

IDH has renegotiated the terms of its contracts with

its major suppliers to pay for its supplies in EGP. Some

contracts with major suppliers, however, are fixed at

USD prices, with payments made in EGP at the official

exchange rate at the time of payment. As such, there

have been no USD payments for supplies since the

beginning of 2024.

In response to the high inflationary pressures in

Nigeria, management is methodically implementing

cost optimization strategies, while implementing price

increases across its service portfolio. In 2025, average

revenue per test in Nigeria rose 31% year-on-year in

local currency terms, signalling the effectiveness of

management’s pricing strategies.

It is worth noting that Nigerian operations are naturally

shielded from foreign currency risk and inflation, due

to IDH’s asset base in the country which can be sold in

US Dollars.

Specific Risk Mitigation

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Country/regional risk — Political & Security

Sudan: Sudan’s economic progress continues to be affected

by economic and political turmoil, starting with the seces-

sion of South Sudan in 2011 and the associated loss of the

majority of the country’s oil production. This unrest contin-

ued throughout the remainder of the decade, eventually cul-

minating in the removal of the country’s president, President

Al-Bashir, in 2019 via a military coup. Despite a significant

easing of tensions in 2022, a violent conflict erupted in April

2023 between two rival groups; the Sudanese Armed Forces

(SAF) and the Rapid Support Forces (RSF). The conflict is

currently ongoing resulting in widespread humanitarian,

economic, and infrastructure disruption across the country.

Millions of people have been displaced, and economic activ-

ity remains severely constrained, with ongoing interruptions

to healthcare services, logistics, banking operations, and

power infrastructure. The security situation remains highly

volatile, with no clear timeline for a full resolution of hostili-

ties or stabilisation of the operating environment.

As a result of the ongoing conflict, nearly all of IDH’s

branches in Sudan remain closed indefinitely. As at

year-end 2025, only one branch remains partially oper-

ational, operating on a limited basis depending on local

security and infrastructure conditions.

Nigeria: the country faces security challenges on sev-

eral fronts, including re-emerging ethnic tensions and

resurgent attacks by Islamist militants in the northeast.

Political instability is further magnified by economic

pressures, which remained volatile over the past two

years, primarily driven by major structural reforms

implemented by the Nigerian government. These have

included the removal of fuel subsidies and the liberal-

isation of the exchange rate regime, which resulted in

significant depreciation of the Nigerian Naira, elevat-

ed inflation, and higher operating and transportation

costs across the economy. Inflation remained elevated

throughout 2024 and 2025, continuing to weigh on

household purchasing power and business costs.

It is worth highlighting that in 2025 Sudan only consti-

tuted 0.03% of consolidated revenues. With regards to

the ongoing conflict, management continues to actively

monitor the evolving situation on the ground, taking all

necessary measures to safeguard its operations and guar-

antee the health and safety of its personnel and patients.

This included the temporary suspension of all commercial

activities at the start of the conflict at 17 of its 18 branches.

IDH is also taking steps to keep its stakeholders updated

on the developing situation.

In 2025 Nigeria comprised just 1.5% of IDH’s consolidated

revenues. Additionally, while security and political chal-

lenges do impact operations in the country, IDH’s industry

continued to be largely inelastic by nature, with patient

and test volumes remaining relatively resilient throughout

economic cycles. This is particularly apparent given the

consistent growth in operational KPIs, with test and patient

volumes recording a compound annual growth rate of 5.3%

and 0.8%, respectively, between 2019 and 2025. It is impor-

tant to mention, however, that Echo-Lab delivered a signifi-

cant turnaround, reporting EBITDA of NGN 193 million in

2025, compared with an EBITDA loss of NGN 846 million in

2024. This equates to approximately EGP 6 million, versus a

loss of approximately EGP 26 million last year.

While these political challenges are particularly difficult

to mitigate, IDH continued to take all necessary steps to

safeguard its employees and operations. The Group em-

ploys rigorous standards to evaluate the country’s political

climate, ensuring it is well-equipped to deal with any

developments as they unfold.

Specific Risk Mitigation

IDH Annual Report 2025

Middle East Conflicts

The latest escalation of the long-lasting Israeli Pales-

tinian conflict erupted on 7 October 2023 following an

attack by Gaza-based group, Hamas. Israel responded

by launching a retaliation campaign on Gaza, enact-

ing a 15-month-long total siege on the territory. As of

February 2026, the conflict is conflict is estimated to

have resulted in the death of over 75,000 people and

the injury of an additional 171,000. In October 2025,

Israel and Hamas reached a ceasefire and hostage-re-

lease agreement, bringing about a temporary reduction

in hostilities. However, the truce has remained fragile,

with periodic flare-ups and ongoing uncertainty around

longer-term political and security arrangements.

More recently, in early 2026, regional conflict has

broadened to include a direct escalation involving the

United States, Israel, and Iran, marking a significant

intensification of regional tensions. This development

has increased the risk of wider geopolitical disruption

across the Middle East, with potential implications

for energy markets, trade routes, and overall regional

stability.

With the Gaza Strip bordering IDH’s home and largest

market, Egypt, and with several other of the Company’s

geographies situated within the region, namely Jordan

and Saudi Arabia, the evolving conflict environment

creates the potential for heightened economic and

political headwinds. These developments may affect

tourism flows in neighbouring countries, weigh on in-

vestor sentiment, and contribute to increased volatility

in capital flows.

For Egypt specifically, the conflict has contributed to

regional insecurity and, at points, to disruptions in

energy and trade dynamics. Moreover, due to ongoing

attacks on shipping lanes in and around the Red Sea, a

number of shipping companies have diverted vessels

away from the Suez Canal route, creating pressure on

canal-related foreign currency inflows. Meanwhile,

broader regional escalation — including disruption to

the Strait of Hormuz and reported targeting of energy

infrastructure in Saudi Arabia and GCC countries — has

heightened volatility in regional energy markets, with

potential spillover effects on energy supply, pricing,

and fiscal dynamics across the region.

While this specific conflict has no direct mitigations

from the Company’s side, IDH continues to actively

monitor the situation, placing an emphasis on remain-

ing updated on the impacts of the war on IDH’s mar-

kets of operation and the subsequent repercussions on

IDH’s business.

However, it is worth noting that IDH’s business is inher-

ently resilient to macroeconomic and political difficul-

ties, due to its inelastic nature of healthcare and diagnos-

tics demand. While the Company does not expect any

major direct impact from this war on its operations, it

will continue monitoring events and update the market,

as necessary.

Specific Risk Mitigation

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Global Supply Chain Disruptions

While global supply chain disruptions that negatively

impacted businesses and consumers during the post-Cov-

id-19 recovery have largely moderated, they continue

to operate below optimal efficiency levels and remain

vulnerable to geopolitical and trade-related shocks.

Throughout 2025, key challenges affecting global supply

chains included ongoing missile attacks on commercial

shipping routes in the Red Sea, continued logistical bot-

tlenecks in critical shipping corridors, and renewed trade

protectionism, particularly following the reintroduction

and expansion of tariff measures by the United States on a

broad range of imported goods. These tariffs, targeting key

manufacturing inputs and equipment from major trad-

ing partners, have contributed to increased costs, supply

re-routing, and heightened uncertainty across global

procurement and manufacturing networks.

IDH’s management team continually monitors the

evolving situation and have taken proactive steps to

build up its inventory to shield the Group from any po-

tential future disruptions. IDH is in continual dialogue

with key suppliers to gauge the risk associated with a

shortage of materials and is yet to identify a weakness.

Throughout 2025, thanks to IDH’s proactive inventory

build-up and sourcing strategy, the Group continued to

face no problems acquiring raw materials.

IDH boasts strong, longstanding relationships with its

key suppliers, to whom IDH remains a large regional cli-

ent. Due to the sheer volume of kits the Group purchases

on a regular basis, the Company is able to successfully

secure favourable pricing conditions and mitigate the

impacts of inflationary pressures to maintain relatively

stable raw material costs as a percentage of revenues.

Total raw material costs as a percentage of sales stood at

19.3% in 2025, compared to 22.0% in 2024 and 22.2% in 2023.

Remittance of dividend regulations and

repatriation of profit risk

The Group’s ability to remit dividends abroad may be

adversely affected by changes in foreign exchange reg-

ulations, capital controls, or taxation frameworks in the

jurisdictions in which it operates. Under Egyptian law,

companies seeking to transfer dividends overseas are re-

quired to obtain the necessary regulatory clearances and

comply with applicable withholding tax requirements.

While Egypt experienced periods of foreign currency

shortages and administrative constraints in 2022 and

2023, conditions improved materially during 2024 and

2025, supported by enhanced foreign exchange liquidity

and macroeconomic stabilisation measures.

During 2025, IDH successfully resumed dividend distri-

butions following a period of hiatus between 2023 and

2024, reflecting improved foreign exchange availability.

The Group did not encounter material obstacles in ob-

taining the necessary approvals or executing dividend

repatriation.

The Board will continue to periodically review divi-

dend decisions in light of prevailing market conditions,

foreign exchange dynamics, and the Group’s strategic

investment priorities to safeguard both shareholder

returns and long-term financial resilience.

Supplier Risk

IDH faces the risk of suppliers re-opening price

negotiations in the face of increased inflationary

pressures and/or a possible, albeit limited, devalua-

tion risk.

IDH’s supplier risk is concentrated amongst its

three largest suppliers – Siemens, Roche, and

Sysmex – who provide the Company with kits con-

stituting 50% of the total value of raw materials in

2025 (48% in 2024).

Specific Risk Mitigation

IDH Annual Report 2025

Legal and regulatory risk to the business

The Group’s business is subject to, and thus affected by,

extensive, rigid, and constantly evolving laws and regu-

lations, in addition to changing enforcement regimes in

each of its operating geographies. Further, the Group’s

position as a major player in the Egyptian private

clinical laboratory market subjects IDH to antitrust and

competition-related restrictions, as well as the chance

of investigation by the Egyptian Competition Authority.

The Group’s legal and the quality assurance teams work

together to keep IDH fully informed, and in compliance

with, both legislative and regulatory updates.

On the antitrust front, the private laboratory segment (of

which IDH is part) accounts for only a small proportion

of the total market, which consists of small private labs,

private chain labs, and large governmental and qua-

si-governmental institutions.

This is an external risk for which few mitigants exist.

In the case of price competition escalation between

market players, the Group relies on its wide national

footprint as a mitigant. More specifically, IDH is able

to leverage its nationwide network to attract contract

clients to the Group (67% of the Company’s revenues

in 2025 were generated through its contract segment),

who prefer IDH’s national reach and established posi-

tion over patchworks of local players.

IDH enjoys limited ability to influence changes to

mandatory pricing policies set forth by government

agencies, as with those in Jordan, where basis tests ac-

count for the majority of IDH’s business in that nation

are subject to price controls. Instead, IDH’s operations

in Jordan are focused on driving volume growth as a

catalyst for expanding revenues.

IDH banks on its strong brand equity in its markets of op-

eration to enjoy a solid positioning. As such, IDH is a price

maker, especially in Egypt where the Group currently con-

trols the largest network of branches amongst all private

sector players. Moreover, the Group faces no potential risk

of governmental price regulations in its home and largest

market, Egypt, which made up 84.6% of revenues in 2025.

Nevertheless, the potential re-emergence of foreign ex-

change volatility, regulatory amendments, or administra-

tive delays could affect the timing or efficiency of dividend

repatriation in the future.

Pricing pressure in a competitive,

regulated environment

The Group may face pricing pressures from several

third-party payers, including national health insurance,

syndicates, other governmental bodies, which are po-

tentially capable of adversely impacting Group revenue.

Pricing may also be restricted in cases by recommend-

ed or mandatory fees set by government ministries and

other authorities.

The risk may be more apparent in cases of increased in-

flationary pressures, particularly following the devalua-

tion of the Egyptian Pound and its subsequent effects.

The Group may also face pricing pressure from existing

competitors and new market entrants.

Specific Risk Mitigation

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Cybersecurity risks

IDH controls a vast and growing database of confidential

data for its patient records; to this end, there is a cyber-

security risk for both data confidentiality and security.

Business continuity risks

Management concentration risk: IDH is dependent on

a highly experienced management team boasting dec-

ades of experience in their respective fields. The loss of

key members of IDH’s team could materially affect the

Company’s operations and business.

Business interruption: Virtually all aspects of the Group’s

business use IT systems extensively. This includes test

and exam results reporting, billing, customer service,

logistics, and management of medical data. Similar-

ly, business interruption at one of the Group’s larger

facilities could result in significant material losses and

reputational damage to IDH’s business. This could be a

result of natural disasters, fire, riots, or extended power

failures. The Group, therefore, depends on the continued

and uninterrupted performance of its systems.

The Company places top priority on its data security,

regularly conducting stress tests of its IT infrastructure to

confirm the effectiveness of its internal controls. Addition-

ally, its cybersecurity controls and protocols are regularly

updated to address potential shortcomings and remain

up-to-date and in full adherence with data security regula-

tions in its markets. In response to a cybersecurity incident

in 2023, IDH took immediate steps to assess and contain

the incident, launch an incident response plan, and engage

specialist support services. While the incident did not

involve patient data nor directly impact IDH’s operations,

all appropriate regulatory authorities were informed of the

incident, and the Company continues to conduct regular

tests of its systems to ensure their security, prioritising the

security of its patients’ data. It is important to note that no

cybersecurity incidents occurred during 2025.

IDH comprehends the importance of strengthening its

human capital to support its future growth plans. The

Company is therefore committed to expanding its senior

management team, under the experienced leadership of its

CEO, Dr. Hend El Sherbini, to add and maintain the talent

needed for the expansion of its footprint. In January 2024,

the Group welcomed on board Sherif El Zeiny as Board

Member, Vice President and Group Chief Financial Officer.

The Group has constituted an Executive Committee, led by

Dr. El Sherbini, and composed of head of departments. The

Executive Committee meets every second week.

The Group has in place a full disaster recovery plan,

with procedures and provisions for spares, redundant

power systems, and the use of mobile data systems as

alternatives to landlines, among multiple other factors.

To ensure its readiness, IDH performs disaster recovery

plan tests on a regular basis, with updates as well as

internal and external audits.

In Egypt and Jordan, to mitigate the impact of po-

tential branch closures on operations, the Group has

been ramping up its house call services which in 2025

contributed to c.20% of total revenue versus a pre-pan-

demic average of 9%. Moreover, the Group’s important

role in conducting key testing in both Egypt and Jordan

makes it unlikely that branches would be closed even if

new restrictive measures were introduced.

Specific Risk Mitigation

IDH Annual Report 2025

The Company is a Jersey-registered

company and therefore the Directors

are not subject to the UK Companies

Act 2006 (the Act) requirements (

more specifically the requirements

of Section 172 of the Act). Also, the

Company’s Equity Shares (Transition)

category listing on the Main Market

of the London Stock Exchange, so it

is not required to comply with the re-

quirements of the 2024 UK Corporate

Governance Code. However, under-

standing the views and interests of our

stakeholders helps the Board to make

reasonable and balanced decisions.

The Board also notes that matters stat-

ed in the Code are reported on by all

companies irrespective of domicile.

Stakeholder

Engagement

Working closely with our stakehold-

ers is an integral part of our business

model and strategy; the Board seeks

to understand the needs and priorities

of the Group’s stakeholders and take

these into account during its discus-

sions and as part of its decision-mak-

ing process. Details of how the Board

has engaged with its key stakeholders

and considered their interests in

Board discussions and decision-mak-

ing are set out in this section.

The Board defines the Group’s

key stakeholders as individuals or

groups who have an interest in, or

are affected by, the activities of our

business; accordingly, the Board has

considered its key stakeholders to be

employees, suppliers, customers, and

shareholders.

The Board has a good relationship

with the Group’s employees. The

Board maintains constructive dia-

logue with employees through the

Executive Directors. Appropriate

remuneration and incentive schemes

including bonuses are maintained to

align employees’ objectives with those

of the Group. The Group regularly

discusses progress both locally and at

group level with employees in “town

hall” style meetings, allowing oppor-

tunities to exchange views and for

employees to have a say. The Group

The Group regularly discusses progress both locally

and at group level with employees in “town hall”

style meetings, allowing opportunities to exchange

views and for employees to have a say.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

has an open, flexible, and entrepre-

neurial culture which has allowed the

Group to be flexible and responsive to

customer needs.

The Board ensures that the Group en-

deavours to maintain good relation-

ships with its suppliers by contract-

ing on reasonable business terms

and paying them promptly, within

agreed terms. For the Company’s

patients, the Group tries to lead on

providing earlier and more accurate

diagnosis for patients, accelerating

patients’ treatments pathways lead-

ing to better healthcare outcomes.

For shareholder engagement, please

refer to the Investor Relations section

on page 117 of this Annual Report.

IDH Annual Report 2025

IRO’s Note 64

Performance Review 68

TCFD Report 84

Corporate Social Responsibility 98

III. Performance

EGP2.7BN

EBITDA in 2025

61%

YoY increase

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

IDH Annual Report 2025

Investor Relations

Officer’s Note

2025 was a year of strong financial de-

livery and enhanced capital markets

positioning for IDH. As we present

this year’s results, I am pleased to

report that the Group has translated

operational momentum into mean-

ingful value creation for shareholders,

supported by improved profitability,

stronger cash generation, and a clear-

er regional growth trajectory.

From an investor relations perspec-

tive, our focus throughout the year

has been twofold: first, to ensure

transparent and comprehensive

communication of our financial

performance; and second, to position

IDH’s equity story around its struc-

tural strengths — scalable margins,

diversified growth, and increasing

foreign currency earnings.

Tarek Yehia

Investor Relations Officer

For FY 2025, IDH reported consolidat-

ed revenues of EGP 7.9 billion, repre-

senting a 37% year-on-year increase.

Growth was driven by a combination

of 11% higher test volumes and a 24%

increase in average revenue per test,

reflecting both pricing discipline and

a progressively richer service mix.

The Group performed 43.5 million

tests and served 9.4 million patients

Presenting a Year of Strong

Financial Performance

during the year, with average tests per

patient rising to 4.6 — an important

indicator of deeper patient engage-

ment and successful cross-selling

across our expanding diagnostic

portfolio.

Importantly, top-line growth translat-

ed into significant operating leverage.

EBITDA increased 61% year-on-year

to EGP 2.7 billion, with the EBIT-

DA margin expanding to 34.9%. Net

profit reached EGP 1.3 billion, up 29%

year-on-year. On an normalised basis

— adjusting for non-recurring items

in 2025 and foreign exchange gains in

2024 — adjusted net profit increased

by 79%, underscoring the structural

improvement in the Group’s cost base

and profitability profile.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

From a market perspective, Egypt

remained the primary contributor to

consolidated performance, delivering

41% revenue growth and reinforcing

its role as the Group’s cash-generating

engine. Jordan maintained stable mar-

gins within a regulated pricing envi-

ronment, Nigeria achieved a full-year

EBITDA turnaround, and Saudi Arabia

delivered strong revenue growth as it

continued its ramp-up phase.

These results reinforce the scalability

of IDH’s business model and the resil-

ience of its earnings profile, particu-

larly in an environment that, while

improving, continues to carry regional

and global uncertainties.

From an investor

relations

perspective, our

focus throughout

the year has

been twofold:

first, to ensure

transparent and

comprehensive

communication

of our financial

performance;

and second,

to position

IDH’s equity

story around

its structural

strengths —

scalable margins,

diversified growth,

and increasing

foreign currency

earnings.

in revenue in 2025.

tests performed in 2025.

patients served in 2025. revenue growth in Egypt.

7.9BN

43.5MN

9.4MN 41%

EGP

1.3 BN

year-on-year to

Net profit rose

29%

EGP

2.7BN

year-on-year to

EBITDA increased

61%

EGP

IDH Annual Report 2025

Major Shareholder Update

In our nine-months 2025 results update the Company announced a significant

shareholder development. Actis, through funds under its management holding

approximately 21.67% of IDH’s issued share capital, entered into a conditional

agreement to sell its entire shareholding to a special purpose vehicle controlled

by funds managed by Elliott Investment Management L.P. From an investor

relations standpoint, this development reflects the continued attractiveness of

IDH’s platform to global institutional investors.

TThe transaction was completed following receipt of all required regulatory

approvals on 31 March 2026. As per the TR-1 notification made on 8 April 2026,

Actis has disposed of its entire shareholding in the Company, and the shares

are now indirectly held and controlled by funds managed by Elliott Investment

Management L.P.

Strengthening the

Equity Story

Throughout 2025, we have worked to clearly articulate the key pillars underpin-

ning IDH’s long-term investment case:

• A leading position in structurally attractive healthcare markets;

• A high-margin, asset-light operating model with strong cash generation;

• A disciplined regional expansion strategy aimed at increasing foreign cur-

rency revenues; and

• A growing contribution from higher-value specialised diagnostics and radiol-

ogy services.

Investor engagement during the year reflected renewed interest in the health-

care sector and in IDH’s improving margin profile. We maintained active

dialogue with institutional investors through earnings calls and one-on-one

meetings, ensuring that the market had clear visibility on both our financial

performance and strategic priorities.

As a London Stock Exchange-listed company, we remain fully committed

to meeting the highest standards of disclosure and governance, providing

timely, accurate, and transparent communication in line with regulatory

requirements.

We continue

to monitor

developments

in line with

our regulatory

obligations and

remain committed

to maintaining

transparent

communication

with the market

as appropriate.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Enhancing Shareholder

Value and Engagement

Tarek Yehia

Investor Relations Officer

The strength of the Group’s financial performance in 2025 enabled the resump-

tion of dividend distributions during the year, reflecting improved macroeco-

nomic stability and enhanced foreign exchange liquidity. This step reinforces

our commitment to disciplined capital allocation and shareholder returns,

while maintaining flexibility to fund regional expansion initiatives.

Looking ahead, our investor relations agenda will continue to centre on en-

hancing disclosure depth, strengthening engagement with both existing and

prospective investors, and ensuring alignment between our corporate strategy

and capital markets messaging. As IDH expands regionally, we believe the

equity story will continue to evolve toward greater diversification, improved

earnings quality, and reduced exposure to single-market risks.

In closing, 2025 has been a year in which operational progress, financial

delivery, and strategic clarity have come together to strengthen IDH’s invest-

ment proposition. We remain committed to maintaining open dialogue with

the investment community and to ensuring that the Company’s performance,

priorities, and long-term ambitions are communicated with transparency and

consistency.

IDH Annual Report 2025

Performance

Review

Financial Results (IFRS)

Revenue and Cost Analysis

Consolidated Revenue

IDH continued to deliver strong top-

line momentum through the full year,

reporting revenue growth of 37% year-

on-year in FY 2025, with revenues

reaching EGP 7,855 million. Growth

was driven by a combination of higher

test volumes, which increased 11%

year-on-year, and a 24% increase

in average revenue per test (ARPT),

reflecting the full-year impact of stra-

tegic price adjustments alongside a

richer diagnostic mix. The continued

expansion of higher-value radiology

and specialised testing further sup-

ported value-led growth across the

Group’s core markets.

On a quarterly basis, Q4 2025 reve-

nues reached EGP 2,074 million, up

29% year-on-year, while moderating

sequentially compared with Q3 2025,

reflecting a normalisation in growth

following a particularly strong third

quarter.

EGP mn FY 2024 FY 2025 Change

Revenue 5,720 7,855 37%

Cost of Sales (3,538) (4,502) 27%

Gross Profit 2,182 3,353 54%

Gross Profit Margin 38.1% 42.7% 4.6 pts.

Operating Profit 1,214 2,173 79%

EBITDA 1,697 2,738 61%

EBITDA Margin 29.7% 34.9% 5.2 pts.

Adjusted EBITDA

1,731 2,698 56%

Adjusted EBITDA Margin 30.3% 34.3% 4.1 pts.

Net Profit 1,008 1,302 29%

Net Profit Margin 17.6% 16.6% -1.0 pts.

Adjusted Net Profit

705 1,262 79%

Adjusted Net Profit Margin 12.3% 16.1% 3.8 pts.

Cash Balance

1,716 2,090 22%

Note: Throughout the document, percentage changes are calculated using the exact value (as per the Consolidated Financials) and not the corresponding

rounded figure.

Adjusted EBITDA is calculated as operating profit before depreciation, amortisation and other one-off items that are not expected to recur, with adjusted

EBITDA being a measure monitored by management prior to these non-recurring items.

Adjusted net profit excludes non-recurring items in FY 2025 and FX gains in FY 2024.

Cash balance includes time deposits, treasury bills, current accounts, and cash on hand.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Revenue Analysis:

Contribution by Patient

Segment

Contract Segment

(67% of Group revenue in FY 2025)

Revenues from the contract segment

reached EGP 5,257 million in FY 2025,

representing 42% year-on-year growth

compared to EGP 3,714 million in

FY 2024. Growth remained broad-

based, supported by a 28% increase in

average revenue per test and an 11%

rise in test volumes, as IDH contin-

ued to benefit from its long-standing

relationships with corporate clients,

insurers, and referral networks.

Average tests per patient in the

contract segment continued to trend

upward, reaching 4.8 tests per patient

in FY 2025, compared with 4.6 in

FY 2024, reflecting the effectiveness

of IDH’s loyalty programmes and

cross-selling initiatives in driving

deeper patient engagement and mul-

ti-test utilisation.

Walk-in Segment

(33% of Group revenue in FY 2025)

At the walk-in segment, revenues

reached EGP 2,599 million in FY

2025, up 30% year-on-year. Per-

formance was driven by a 12%

increase in test volumes alongside

a 16% rise in average revenue per

test, supported by higher patient

spend per visit and continued up-

take of radiology services.

Average tests per patient also

improved, reaching 3.9 tests in FY

2025, compared with 3.6 in FY 2024,

highlighting the ongoing success

of IDH’s strategy to enhance the

patient journey, expand service

offerings, and promote comprehen-

sive diagnostic testing across its

growing network.

EGP mn FY 2024 FY 2025 Change

Revenue (EGP mn) 5,720 7,855 37%

Tests performed (mn) 39.2 43.5 11%

Revenue per test (EGP) 146 181 24%

IDH Annual Report 2025

Walk-in Segment Contract Segment Total

2024

2025

Change

2024

2025

Change

2024

2025

Change

Revenue (EGP mn) 2,005 2,599 30% 3,714 5,257 42% 5,720 7,855 37%

Patients ('000)

% of patients

1,791

20%

1,852

20%

3% 7,156

80%

7,557

80%

6% 8,947 9,409 5%

Revenue per Patient

(EGP)

1,120 1,403 25% 519 696 34% 639 835 31%

Tests (‘000)

% of Tests

6,414

16%

7,161

16%

12%

32,778

84%

36,294

84%

11%

39,192

43,455

11%

Revenue per Test

(EGP)

313 363 16% 113 145 28% 146 181 24%

Test per Patient 3.6 3.9 8% 4.6 4.8 5% 4.4 4.6 5%

Detailed Segment Performance Breakdown

Revenue Analysis: Contribution by Geography

Egypt (84.6% of Group revenue in FY 2025)

IDH’s home and largest market, Egypt, delivered another

year of strong growth, with revenues increasing 41% year-

on-year to EGP 6,642 million in FY 2025, compared to

EGP 4,718 million in FY 2024. Performance was support-

ed by a 10% increase in tests performed alongside a 28%

rise in average revenue per test, reflecting the continued

impact of strategic price adjustments and a progressively

richer diagnostic mix, particularly within radiology and

specialised testing.

House Calls

IDH’s house-call service remained a core pillar of its

Egyptian operations throughout FY 2025, accounting

for approximately 20% of Egypt’s revenues, in line with

recent periods and well above pre-pandemic levels.

The service continues to benefit from strong consum-

er adoption, supported by enhanced digital booking

capabilities, efficient logistics, and the Group’s nation-

wide footprint.

Al-Borg Scan and Radiotherapy

IDH’s radiology segment, comprising Al Borg Scan and the

newly added radiotherapy offering following the acquisi-

tion of Cairo Ray for Radiotherapy in June 2025, continued

to expand its contribution to the Group’s Egyptian opera-

tions. Radiology and radiotherapy revenues reached EGP

310 million in FY 2025, up from EGP 224 million in FY

2024, representing year-on-year growth of 38%. Growth

was primarily value-driven, supported by a higher-value

service mix and improved monetisation, while volumes

were broadly stable on a full-year basis.

Wayak

Wayak, IDH’s digital health and e-pharmacy platform,

sustained its strong growth trajectory during FY 2025, with

revenues reaching EGP 34 million, up 53% year-on-year.

Growth was supported by a 19% increase in orders ful-

filled, which reached approximately 260 thousand orders

over the year, supported by continued optimisation of the

platform’s delivery network and expanding cross-selling

through IDH’s branch and digital ecosystem

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Detailed Egypt Performance Breakdown

Detailed Jordan Performance Breakdown

Jordan

(13.1% of Group revenue in FY 2025)

In IDH’s second-largest market, Jordan, Biolab reported

revenues of JOD 15 million in FY 2025, representing a 7%

year-on-year increase compared to JOD 14 million in FY

2024. Growth was primarily volume-led, with the number

of tests performed rising 21% year-on-year, supported by

continued patient acquisition and the sustained impact of

promotional and digital outreach initiatives implemented

during the year. Average revenue per test in local curren-

Nigeria (1.5% of Group revenue in FY 2025)

Echo-Lab, IDH’s Nigerian subsidiary, reported revenues of

NGN 3,712 million in FY 2025, representing 37% year-on-

year growth compared to NGN 2,716 million in FY 2024.

Revenue growth was primarily driven by a 29% increase in

average revenue per test in local currency terms, as Echo-

Lab continued to adjust pricing in line with local infla-

tionary trends. Test volumes increased 6% year-on-year,

reflecting a gradual recovery in patient activity as consum-

FY 2024 FY 2025 Change

Revenue (EGP mn, contribution to

Egypt’s results)

4,718 6,642 41%

Pathology Revenue 4,494 (95.2%) 6,332 (95.3%) 41%

Radiology & Radiotherapy Revenue 224 (4.8%) 310 (4.7%) 38%

Tests performed (mn) 36.4 40.0 10%

Revenue per test (EGP) 130 166 28%

FY 2024 FY 2025 Change

Revenue (EGP mn) 899 1,026 14%

Revenue (JOD mn) 14 15 7%

Tests performed (mn) 2.5 3.0 21%

Revenue per test (EGP) 358 337 -6%

cy declined 12% year-on-year, reflecting the combined

effect of promotional pricing and a deliberate strategy to

stimulate volumes, strengthen patient loyalty, and defend

market share in an increasingly competitive environment.

In Egyptian pound terms, revenues increased 14% year-

on-year to EGP 1,026 million, supported by both underly-

ing operational growth and FX translation effects.

er purchasing power stabilised over the course of the year.

In Egyptian pound terms, revenues rose 47% year-on-year

to EGP 121 million, supported by both operational growth

and FX translation effects.

IDH Annual Report 2025

Saudi Arabia (0.8% of Group revenue in FY 2025)

Biolab KSA, IDH’s newest market venture, recorded rev-

enues of SAR 5.0 million in FY 2025, representing a 252%

year-on-year increase compared to SAR 1.4 million in FY

2024. In Egyptian pound terms, revenues increased more

than threefold to EGP 65 million, reflecting the continued

ramp-up in operations and growing brand recognition

across the Kingdom.

Growth was supported by a sharp increase in patient

volumes as the network expanded, with the subsidiary

ending the year operating three branches, following the

inauguration of its third location in Riyadh during the year.

The Saudi market remains a key long-term growth driver

for IDH, underpinned by favourable demographics, rising

healthcare awareness, and a highly fragmented private

diagnostics sector offering significant consolidation

potential. Over the coming period, IDH plans to continue

expanding its footprint in the Kingdom in a disciplined

and value-accretive manner.

Sudan (0.03% of Group revenue in FY 2025)

In Sudan, operations remained severely constrained by the

ongoing conflict. One branch remained partially opera-

tional throughout the year, while the remaining 17 branch-

es continued to be closed indefinitely pending stabilisa-

tion of conditions in the country.

The Group generated SDG 109 million in revenues in FY

2025, compared with SDG 85.3 million in FY 2024. In Egyp-

tian pound terms, revenues amounted to EGP 2.3 million,

versus EGP 2.6 million last year, with the year-on-year de-

cline in EGP terms reflecting adverse FX movements rather

than underlying operational performance.

Revenue Contribution by Country

FY 2024 FY 2025 Change

Egypt Revenue (EGP mn) 4,718 6,642 41%

Pathology Revenue (EGP mn) 4,494 6,332 41%

Radiology Revenue (EGP mn) 224 282 26%

Radiotherapy Revenue (EGP mn) - 28 -

Egypt Contribution to IDH Revenue 82.5% 84.6%

Jordan Revenue (EGP mn) 899 1,026 14%

Jordan Revenues (JOD mn) 14 15 7%

Jordan Revenue Contribution to

IDH Revenue

15.7% 13.1%

Nigeria Revenue (EGP mn) 82 121 47%

Nigeria Revenue (NGN mn) 2,716 3,712 37%

Nigeria Contribution to IDH Revenue 1.4% 1.5%

Saudi Arabia Revenue (EGP mn) 18 65 252%

Saudi Arabia Revenue (SAR mn) 1.4 5.0 252%

Saudi Arabia Contribution to

IDH Revenue

0.3% 0.8%

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Average Exchange Rate

Operational Branches by Country

Patients Served and Tests Performed by Country

FY 2024 FY 2025 Change

USD/EGP 45.5 49.1 8%

JOD/EGP 64.1 69.1 8%

NGN/EGP 0.0301 0.0326 8%

SAR/EGP 12.2 13.1 7%

SDG/EGP 0.1 0.1 -20%

31 December

2024

31 December

2025

Change

Egypt 587 724 +137

Jordan 26 27 +1

Nigeria 12 12 -

KSA 2 3 +1

Sudan 1 1 -

Total 628 767 +139

FY 2024 FY 2025 Change

Egypt Patients Served (mn) 8.5 8.9 5%

Egypt Tests Performed (mn) 36.4 40.0 10%

Jordan Patients Served (k) 368 381 4%

Jordan Tests Performed (k) 2,507 3,039 21%

Nigeria Patients Served (k) 116 114 -1%

Nigeria Tests Performed (k) 230 244 6%

Saudi Arabia Patients Served (k) 6 30 402%

Saudi Arabia Tests Performed (k) 45 160 255%

Total Patients Served (mn) 8.9 9.4 5%

Total Tests Performed (mn) 39.2 43.5 11%

IDH Annual Report 2025

Cost of Goods Sold

(COGS)

IDH’s cost of goods sold amounted

to EGP 4,502 million in FY 2025,

marking a 27% increase year-on-year

in line with higher activity levels

and continued network expansion.

Importantly, as a proportion of con-

solidated revenue, COGS declined

meaningfully to 57.3%, compared

COGS Breakdown as a Percentage of Revenue

2024

2025

Raw Materials 22.0% 19.3%

Wages & Salaries 18.6% 18.4%

Depreciation & Amortisation 7.7% 6.7%

Other Expenses 13.6% 13.0%

Total 61.9% 57.3%

with 61.9% in FY 2024, highlighting

the Group’s ability to capture op-

erating leverage and execute on its

cost-efficiency agenda.

The improvement was broad-based,

with all major COGS components de-

clining as a share of revenue, reflect-

ing tighter cost discipline, procure-

ment efficiencies, and the benefits

of scale as volumes increased across

IDH’s core markets.

Raw materials, the single largest

cost component, stood at EGP

1,516 million in FY 2025. While raw

material costs increased in absolute

terms to support higher testing

volumes, as a percent of revenue

they declined to 19.3% of revenue

in FY 2025, down from 22.0% last

year. The improvement at the margin

level reflects IDH’s centralised

procurement model, improved

inventory planning, and enhanced

supplier negotiations, which helped

cushion the impact of inflationary

pressures on input costs.

Direct wages and salaries,

including employee profit-sharing,

remained well controlled at EGP

1,445 million in FY 2025 or 18.4% of

revenue, broadly stable compared

with 18.6% in FY 2024. This reflects

a balance between continued

investment in talent to support

branch openings and service quality,

and ongoing efforts to optimise

staffing levels and productivity across

the network.

in 2025. in 2025.

1.5MN 1.4MN

EGP EGP

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Direct Wages and Salaries by Region

Direct depreciation and

amortisation amounted to EGP

523 million in FY 2025 and declined

to 6.7% of revenue, from 7.7% last

year, despite sustained capital

deployment into new branches,

laboratory upgrades, and diagnostic

equipment.

Other direct costs, including hospital

contracts, maintenance, utilities,

transport, consulting, and licensing

expenses, reached EGP 1.0 billion in FY

2025, or 13.0% of revenue down from

13.6% in FY 2024, supported by tighter

cost controls and ongoing efficiency

initiatives across operating units

in 2025. in 2025.

523MN 1.0BN

EGP EGP

2024

2025

Change

Egypt (EGP mn) 774 1,121 45%

Jordan (EGP mn) 242 268 11%

Jordan (JOD mn) 3.8 3.9 3%

Nigeria (EGP mn) 22 28 28%

Nigeria (NGN mn) 726 865 19%

Saudi Arabia (EGP mn) 25 28 14%

Saudi Arabia (SAR k) 2,024 2,138 6%

The continued expansion of higher-value radiology

and specialised testing further supported value-led

growth across the Group’s core markets.

IDH Annual Report 2025

Gross Profit

IDH generated gross profit of EGP

3,353 million in FY 2025, represent-

ing a 54% year-on-year increase

compared with FY 2024. Gross profit

margin expanded to 42.7%, up from

38.1% last year, reflecting the com-

bined impact of strong revenue

growth, improved cost discipline,

and increasing scale across the

Group’s operations.

The sustained expansion in gross

margin underscores the strength and

scalability of IDH’s operating model,

as well as its ability to translate higher

volumes and an improving service

mix into structurally stronger prof-

itability, even while continuing to

invest in geographic expansion and

enhanced diagnostic capabilities.

IDH’s SG&A expenses amounted to

EGP 1,180 million in FY 2025, repre-

senting a 22% increase year-on-year

compared with FY 2024. Despite the

increase in absolute terms, SG&A de-

clined as a proportion of consolidated

revenue to 15.0%, down from 16.9%

last year, reflecting continued operat-

ing leverage, disciplined cost man-

agement, and the scalability of the

Group’s platform amid strong revenue

growth. The year-on-year movement

in SG&A was primarily driven by the

following factors:

• Indirect wages and salaries reached

EGP 552 million in FY 2025, up

42% year-on-year, reflecting annual

salary adjustments, selective head-

+54% vs. 2024

+22% vs. 2024

EGP

3,353MN

gross profit

EGP

1,180MN

SG&A expenses

count additions to support network

expansion and new business lines,

particularly in Saudi Arabia, as well

as FX translation effects on Jordani-

an and Saudi payroll costs follow-

ing the depreciation of the Egyptian

pound.

• Advertising and marketing expens-

es increased 39% year-on-year

to EGP 210 million, as the Group

continued to invest in strengthen-

ing brand visibility in Egypt while

accelerating marketing and cus-

tomer acquisition efforts in Saudi

Arabia in line with the expansion

of the Biolab KSA network.

Selling, General, and

Administrative (SG&A) Expenses

EGP mn

2024

2025

Change

Wages & Salaries 389 552 42%

Accounting and

Professional Fees

175 147 -16%

Market – Advertisement

expenses

151 210 39%

Other Expenses –

Operation

179 234 31%

Depreciation &

Amortisation

41 42 2%

Impairment Loss on Trade

and Other Receivable

48 45 -7%

Travelling and

Transportation Expenses

39 49 26%

Other Income -55 -99 80%

Total 967 1,180 22%

Direct Wages and Salaries by Region

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

2024

2025

Change

Egypt EBITDA (EGP mn)

Margin

1,584

33.6%

2,494

37.6%

58%

4.0 pts.

Jordan EBITDA (JOD mn)

Margin

3.9

27.7%

4.1

27.8%

0.1pts

Nigeria EBITDA (NGN mn)

Margin

(846)

-31.1%

193

5.2%

36.3 pts.

Saudi Arabia EBITDA (SAR mn)

Margin

(9.3)

-660.7%

(3.5)

-70.5%

-62%

590.2 pts

Regional EBITDA in Local Currency

EBITDA

IDH reported EBITDA of EGP 2,738

million in FY 2025, representing a 61%

year-on-year increase compared with

EGP 1,697 million in FY 2024. The

Group’s EBITDA margin expanded to

34.9%, up from 29.7% last year, driven

by lower COGS as a percentage of

revenue, tighter SG&A management

despite ongoing growth investments,

and the continued benefits of digital-

ization and procurement efficiencies.

Performance was further support-

ed by the sustained turnaround in

Nigeria, meaningful scale-up in Saudi

Arabia, and the consolidation of Cairo

Ray within the radiology platform.

Adjusted EBITDA, which excludes a

gain on bargain purchase of EGP 40.1

million related to Cairo Ray’s acqui-

sition June 2025, stood at EGP 2,698

million, reflecting a 34.3% adjusted

EBITDA margin, compared an adjust-

ed EBITDA of EGP 1,731 million in FY

2024 with a 30.3% margin.

EBITDA by Country

In Egypt, IDH generated EBITDA

of EGP 2,494 million in FY 2025, up

58% year-on-year from EGP 1,584

million in FY 2024. EBITDA margin

expanded to 37.6%, compared with

33.6% last year. The improvement

reflects stronger gross profitability,

improved cost absorption across a

larger branch base, and continued

SG&A optimisation.

In Jordan, Biolab reported EBITDA

of JOD 4.1 million in FY 2025, up 7%

year-on-year from JOD 3.9 million

in FY 2024. In EGP terms, EBITDA

recorded EGP 285 million in FY 2025,

compared with roughly EGP 253

million last year. EBITDA margin

in local currency terms recorded at

27.8%, reflecting disciplined cost

management despite promotional

pricing initiatives aimed at stimulat-

ing volume growth.

In Nigeria, Echo-Lab delivered a signif-

icant turnaround, reporting EBITDA

of NGN 193 million in FY 2025, com-

pared with an EBITDA loss of NGN

846 million in FY 2024. This equates to

approximately EGP 6 million, versus a

loss of approximately EGP 26 million

last year. EBITDA margin improved to

5.2%, compared with negative 31.1%

in FY 2024. The improvement reflects

continued pricing discipline, cost

rationalisation, and stabilising operat-

ing conditions.

In Saudi Arabia, Biolab KSA record-

ed EBITDA losses of SAR 3.5 million

in FY 2025, compared with SAR 9.3

million in FY 2024. This corresponds

to approximately EGP 46 million in

losses, versus roughly EGP 113 million

last year. The substantial reduction in

losses reflects strong revenue ramp-

up, improved utilisation of fixed costs,

and early-stage operating leverage as

the branch network expands.

Performance was

further supported

by the sustained

turnaround in

Nigeria, meaningful

scale-up in Saudi

Arabia, and the

consolidation of

Cairo Ray within the

radiology platform.

IDH Annual Report 2025

Interest Income/

Expense

IDH recorded interest income of EGP

223 million in FY 2025, up 54% from

EGP 145 million in FY 2024, reflecting

the Group’s higher average cash bal-

ance during the year and continued

benefit from elevated deposit rates in

Egypt for much of the reporting peri-

od. While the Central Bank of Egypt

began easing policy rates during

the year, yields remained attractive

relative to historical levels, supporting

strong treasury income.

Total interest expense

increased to

EGP 236 million in FY 2025, com-

pared with EGP 197 million in FY

Interest expenses on medium-term loans include EGP 44 million (EGP 21 million in FY 2024) related to the Group’s facility with Kuwait Finance House

(KFH) – formerly Ahli United Bank (AUB).

IDH’s interest-bearing debt as at 31 December 2025 included EGP 403 million (EGP 85 million as at 31 December 2024) related to its facility with Kuwait

Finance House (KFH) – formerly Ahli United Bank (AUB) (outstanding loan balances are excluding accrued interest for the period).

2024, representing a 20% year-on-

year rise. The increase was primarily

attributable to:

• Interest on financial obligations

rising to EGP 133 million, up 18%

year-on-year, largely reflecting the

expansion of the branch network

and the associated lease liabilities

under IFRS 16.

• Interest on borrowings increasing

significantly to EGP 52 million from

EGP 24 million last year, mainly

due to higher average debt balanc-

es following the loan drawdown

related to the acquisition of Cairo

Ray for Radiotherapy, as well as

elevated borrowing costs during

the year.

• Bank charges rising to EGP 27

million from EGP 17 million, in line

with higher transaction volumes and

revenue growth across the Group.

It is important to note that IDH’s

interest-bearing debt

(excluding

accrued interest) increased during FY

2025 to reach EGP 427 million as at 31

December 2025, from EGP 265 million

at year-end 2024. The increase is due

to a loan withdrawal for the acquisi-

tion of Cairo Ray.

EGP mn

2024

2025

Change

Interest on Leases 113 133 18%

Interest Expenses on

Financial Obligations

34 24 -30%

Interest Expenses on

Borrowings

24 52 116%

Bank Charges 17 27 59%

Fast Track Payment 9 - -

Total Interest Expense 197 236 20%

Interest Expense Breakdown

While the Central

Bank of Egypt

began easing

policy rates during

the year, yields

remained attractive

relative to historical

levels, supporting

strong treasury

income.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Foreign Exchange

IDH recorded a foreign exchange loss

of EGP 37 million in FY 2025, com-

pared with a foreign exchange gain of

EGP 303 million in FY 2024. The for-

eign exchange loss relates to intercom-

pany balances revaluation in entities

where the balance was in a currency

different to the functional currency.

Taxation

Tax expenses, including current and

deferred tax, amounted to EGP 817

million in FY 2025, compared with EGP

431 million in FY 2024. IDH’s effective

tax rate increased significantly versus

the same period of last year, reaching

39% in FY 2025 versus 30% last year.

The increase reflects a normalisation in

foreign exchange gain recorded during

the period. It is important to highlight

that there is no tax payable for IDH’s

two holding-level companies.

EGP mn

2024

2025

Change

Egypt 397 790 99%

Jordan 31 17 -46%

Nigeria 0.2 0.6 243%

KSA 3 9 188%

Total Tax Expenses 431 817 89%

Taxation Breakdown by Region

Net Profit

IDH recorded a net profit of EGP

1,302 million in FY 2025, represent-

ing a 29% year-on-year increase from

EGP 1,008 million in FY 2024. It is

worth noting that the prior year’s

bottom line benefited from signifi-

cant foreign exchange gains, which

created a high comparative base in FY

2024. The Group’s net profit margin

stood at 16.6% in FY 2025, compared

with 17.6% last year, with the slight

contraction primarily reflecting the

absence of last year’s exceptional

FX gains and higher financing costs

associated with strategic investments

undertaken during the year.

Dividends

The Board of Directors has recom-

mended that a cash dividend of USD

4.9 million (USD 0.0085 per share),

should be paid to shareholders who

appear on the register as of 29 May

2026, with an ex-dividend date of 28

May 2026. The payment date for the

dividend will be 22 June 2026. Pro-

posed dividends for ordinary shares

are subject to the approval of the

Annual General Meeting (AGM) and

are not recognised as a liability as of

31 December 2025.

When adjusting for non-recurring

items in FY 2025 and foreign ex-

change gains in FY 2024, adjusted

net profit reached EGP 1,262 million

in FY 2025, up 79% year-on-year

from EGP 705 million in FY 2024.

The corresponding adjusted net

profit margin improved significantly

to 16.1%, compared with 12.3% last

year, underscoring the strength of

the Group’s underlying operating

performance, margin expansion, and

improved cost structure.

IDH Annual Report 2025

Balance Sheet

Analysis

Assets

Property, Plant and Equipment

(PPE)

IDH recorded PPE cost of EGP 3,900

million as at 31 December 2025, up

from the EGP 3,111 million as at

year-end 2024. The increase pri-

marily reflects the addition of new

branches across key markets, contin-

ued investments in laboratory and

radiology equipment, the renovation

and upgrade of existing locations to

enhance service quality and opera-

tional capacity, and the acquisition

of Cairo Ray.

Trade Receivables

and Provisions

Net trade receivables stood at EGP

996 million as at 31 December 2025,

compared with EGP 804 million at

year-end 2024. Despite the increase

in absolute receivables in line with

revenue growth, Days on Hand (DOH)

improved to 122 days, compared with

140 days at the end of 2024, reflecting

enhanced collections discipline and

continued focus on working capital

optimisation.

Meanwhile, provision charges for

doubtful accounts in FY 2025 stood

at EGP 45 million, down from EGP 48

million in FY 2024.

EGP mn FY 2025 % of Revenue

Leasehold Improvements/new branches 406 5%

Radiotherapy (Cairo Ray acquisition) 440 6%

Al-Borg Scan Expansion 30 0.4%

CAPEX Additions 876 11%

Translation Effect (70) -1%

Disposals (17) -0.2%

Total Increase in PPE Cost 789 10%

Total CAPEX Addition Breakdown – FY 2025

Inventory

As at 31 December 2025, IDH’s

inventory balance stood at EGP 424

million, compared with EGP 318

million at year-end 2024. Mean-

while, Days Inventory Outstanding

(DIO) improved to 94 days, versus

105 days at 31 December 2024. The

improvement reflects stronger sales

momentum during the year, im-

proved procurement planning, and

enhanced inventory turnover man-

agement across the Group’s expand-

ing branch network.

Cash and Net Debt

Cash balances and financial assets

at amortised cost reached EGP 2,090

million as at 31 December 2025,

compared with EGP 1,716 million

at year-end 2024, reflecting strong

operating cash generation during

the year.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

EGP mn 31 December 2024 31 December2025

Treasury Bills 74 123

Time Deposits 1,126 1,604

Current Accounts 494 326

Cash on Hand 23 37

Total 1,716 2,090

EGP mn 31 December 2024 31 December2025

Cash and Financial Assets at Amortised Cost

1,716 2,090

Lease Liabilities Property* (943) (1,006)

Total Financial Liabilities (Short-term and Long-term) (264) (180)

Interest Bearing Debt (“Medium Term Loans”)** (283) (432)

Net Cash Balance 226 472

Note: Interest Bearing Debt includes accrued interest for each period.

* If excluding Lease Liabilities Property (IFRS 16), IDH would have recorded net cash of EGP 1,478 million.

**Includes accrued finance cost.

IDH’s net cash

balance recorded EGP 472 million as at 31 December 2025, compared to a net cash of EGP 226

million as at year-end 2024.

The net cash/(debt) balance is calculated as cash and cash equivalent balances including financial assets at amortised cost, less interest-bearing debt

(medium term loans), finance lease and right-of-use liabilities.

It is worth noting that some term deposits and treasury bills cannot be accessed for over three months and are therefore not treated as cash. Term

deposits which cannot be accessed for over three months stood at EGP 336 million at 31 December 2025 (2024: EGP 468 million). Meanwhile, treasury

bills not accessible for over three months stood at EGP 83 million (2024: EGP 60 million).

IDH Annual Report 2025

Lease liabilities and financial obliga-

tions recorded EGP 1,006 million at

31 December 2025, up from EGP 943

million recorded at year-end 2024.

Meanwhile, financial obligations

related to equipment recorded at EGP

180 million as at 31 December 2025,

down from EGP 264 million at year-

end 2024 reflecting the addition of no

new contracts in 2025.

Finally, interest bearing debt

(ex-

cluding accrued interest) reached

EGP 427 million at 31 December

2025, up from EGP 265 million at

year-end 2024.

vs.EGP 943 MN in 2024. vs.EGP 264 MN in 2024. vs.EGP 265 MN in 2024.

1,006MN 180MN 427MN

EGP EGP EGP

IDH’s interest bearing debt as at 31 December 2025 included EGP 403 million to its facility with Kuwait Finance House (KFH) – formerly Ahli United Bank

(AUB) (outstanding loan balances are excluding accrued interest for the period).

The improvement reflects stronger sales momentum

during the year, improved procurement planning, and

enhanced inventory turnover management across the

Group’s expanding branch network.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Accounts payable is calculated based on average payables at the end of each period.

Liabilities

Trade Payable

As at 31 December 2025, IDH’s trade

payables stood at EGP 563 million,

up from EGP 320 million at year-end

2024. Meanwhile, Days Payable Out-

standing (DPO) recorded 112 days,

compared with 90 days at 31 Decem-

ber 2024.

Put Option

The put option current liability stood

at EGP 629 million as at 31 December

2025, up versus the EGP 532 million

at 31 December 2024, and is related

to both:

• The option granted in 2011 to Dr.

Amid, Biolab’s CEO, to sell his stake

(40%) to IDH. The put option is in

the money and exercisable since

2016 and is calculated as seven

times Biolab’s LTM EBITDA minus

net debt.

• The option granted in 2018 to the

International Finance Corpora-

tion from Dynasty – shareholders

in Echo Lab – and it is exercisable

from 2024. The put option is cal-

culated based on fair market value

(FMV).

It is important to note that the put

option previously included as part of

the agreement between IDH, Biolab

and Izhoor in Saudi Arabia has been

removed following IDH’s acquisition

of Izhoor’s entire 49% stake in Biolab

KSA, which was concluded in Decem-

ber 2024. Biolab KSA is now owned

79% by IDH and 21% by its Jordanian

subsidiary Biolab.

IDH Annual Report 2025

TCFD Report

This report marks IDH’s Fourth report

on the Task Force on Climate-related

Financial Disclosures (TCFD) frame-

work, reinforcing our commitment

to transparency and accountability

in climate-related governance, risk

management, and strategy.

As per our previous assessment of

the climate related risks and op-

portunities, we reaffirm that they

remain limited in the short to me-

dium term (the next five years), as a

services provider in the healthcare

sector. Nevertheless, we maintain a

proactive and forward-looking ap-

proach to identifying, assessing, and

managing potential climate-related

risks, while pursuing decarbonisa-

tion opportunities across our opera-

tions wherever feasible and aligning

with global best practices.

This year’s report marks a notable

advancement with the development

of our Scope 1 and Scope 2 emissions

inventory. Compared to the prior re-

porting period, the scope of coverage

has been broadened to include 726

branches in Egypt and 37 branches

in Jordan. IDH remains committed to

enhancing data accuracy and expand-

ing coverage in future assessments as

part of its broader carbon manage-

ment strategy.

Continuing our ESG Integration

Journey

During the reporting period, cer-

tain internal operational constraints

resulted in the temporary reprioritisa-

tion of resources, which led to minor

delays in achieving certain commit-

ments within the originally antic-

ipated timeframe. We are working

on realigning resources and ensure

continued progress in line with our

strategic sustainability objectives.

Despite the delays in achieving

certain commitments, we contin-

ue to advance our Decarbonisation

Plan and related strategic initiatives,

reinforcing our contribution to a more

sustainable future while safeguarding

business continuity and long-term

value creation. Our approach remains

consistent, focused on integrating

climate considerations into deci-

sion-making and operational practic-

es across the organisation.

As a fourth-time TCFD reporter, we

have maintained our collaboration

with external experts to further

enhance data quality, accuracy,

and completeness, building on the

progress achieved in prior reporting

cycles. However, areas of partial or

non-compliance with TCFD require-

ments remain primarily due to the

ongoing development of data avail-

ability limitations, and the phased

integration of climate-related con-

siderations into strategic and risk

management processes. These are

transparently outlined in the sections

that follow.

In this context, we have considered

our “comply or explain” obligation

under the Financial Conduct Au-

thority’s Listing Rule 9.8.6R (8) and

confirm that we have made disclo-

sures consistent with the TCFD Rec-

ommendations and Recommended

Disclosures in this Annual Report

and Accounts, except in the follow-

ing areas:

• Strategy: Describing the impact of

climate-related risks/opportunities

on IDH’s business and strategy and

describing the resilience of this un-

der different scenarios (e.g. a 2°C or

lower scenario) have not yet been

conducted; methodology and data

inputs are still being developed for

full compliance

• Risk management: Describing

IDH’s processes for managing cli-

mate-related risks and the process

of how these, and their identifi-

cation, are integrated into IDH’s

overall risk management.

Climate-related risks are increas-

ingly considered within the Com-

pany’s risk management frame-

work, and formalised processes for

systematically identifying, assess-

ing, and integrating climate-related

risks into the broader enterprise

risk management structure are still

being refined. Enhancements are

currently underway to strengthen

governance structures and risk

identification methodologies.

• Metrics and targets: Disclosing

the metrics used by IDH to assess

climate-related risks/opportunities

and disclosing the targets against

which IDH assesses its perfor-

mance.

Currently, limited climate-related

metrics are disclosed while the

Company continues to develop a

comprehensive GHG inventory and

additional climate-related targets.

• Scope 3 emissions disclosure

Scope 3 emissions are not currently

included in IDH’s GHG inventory

as the Company is still developing

the data collection systems and

methodologies required to capture

emissions across its value chain.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Recommended Disclosures Status Response

Pillar 1: Governance

a) Describe the board’s oversight of

climate-related risks and opportu-

nities.

Compliant ESG governance at IDH is embedded within the Company’s

established oversight and management structures. Strategic

supervision of ESG matters remain with the Board’s Audit

Committee, which continues to oversee the direction and

implementation of the Company’s ESG strategy, including

climate-related considerations.

At the executive level, the Sustainability Steering Committee

continues to function as the primary management body sup-

porting ESG execution. The Committee operates under the

supervision of the Audit Committee and coordinates the im-

plementation of ESG-related initiatives across the organization.

Responsibility for the continuous management, monitoring,

and disclosure of ESG and climate-related matters is assigned

to the Investment Relations (IR) Department and carried out

under the authority of the IR Director.

The Audit Committee maintains active oversight of climate-re-

lated governance through structured engagement with the

Sustainability Steering Committee. Ongoing discussions focus

on the enhancement of ESG systems and processes, particularly

the rollout of a digital platform to support ESG data collection,

as well as the further integration of climate-related risks and

opportunities into the ESG strategy. While the digitalization

initiative was previously expected to be finalized by the end of

2024, delays in the platform procurement process and other

prioritized activities have resulted in a revised implementation

timeline extending to the end of 2027.

IDH Annual Report 2025

Recommended Disclosures Status Response

b) Describe management’s role in

assessing and managing climate-re-

lated risks and opportunities.

Compliant IDH’s ESG governance is supported by a Sustainability Steer-

ing Committee that continues to operate under the mandate

of the Chief Executive Officer and the Board of Directors. The

Committee brings together members with relevant expertise in

sustainability governance and plays a central role in overseeing

the Company’s ESG agenda, including the identification and

management of climate-related risks and opportunities. It also

provides strategic guidance on the development and execution

of IDH’s sustainability strategy and ensures alignment with

recognized international principles, including the UN Sustain-

able Development Goals and the Paris Agreement. As part of

its responsibilities, the Committee reviews and endorses the

Company’s annual sustainability reporting.

Looking ahead, IDH is progressing toward the integration of

the concepts of Environmental and Social Management Sys-

tem (ESMS) and the incorporation of ESG considerations into

its internal audit processes, through identifying and managing

environmental hazardous material, and assessing issues related

to employees and society health and wellbeing. This is already

included in the health and safety policy and in compliance with

national laws and regulations. Completion process is targeted

for end of 2027.

Responsibility for the day-to-day coordination, monitoring,

and disclosure of sustainability and climate-related matters

is assigned to the Investment Relations Department, which

operates under the direct oversight of the Group Investment

Relations Director. Oversight of IDH’s decarbonization agenda,

including the authorization of related plans and targets, is pro-

vided by the Group Chief Financial Officer, ensuring alignment

with the Company’s overall strategic direction. These plans

encompass initiatives focused on improving energy efficiency,

optimizing fleet management, and enhancing energy procure-

ment practices.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Recommended Disclosures Status Response

Pillar 2: Strategy

a) Describe the climate-related risks

and opportunities the organisation

has identified over the short, medi-

um, and long term.

Compliant IDH has assessed its exposure to physical and transition cli-

mate-related risks and determined that, due to its service-based

healthcare business model, climate-related risks and opportu-

nities are currently of low significance in the short to medium

term. The potential long-term significance of climate-related

risks will be assessed in future reporting periods.

Reputational risks associated with climate change continue to

be influenced primarily by the Group’s overall ESG performance

and have been maintained at a low level, reflecting the Com-

pany’s ongoing ESG strategy, action plans, and commitment to

allocating sufficient and qualified human resources.

As previously disclosed in 2024, we committed to developing

our Sustainable Procurement Policy in 2025. Accordingly, we

are currently advancing the development of this policy. In the

meantime, our responsible supply chain practices remain in

place across all operations, supported by the Supplier Code

of Conduct, which continues to incorporate minimum ESG

requirements. IDH maintains a zero-tolerance approach toward

child labour, forced labour, discrimination, corruption, bribery,

and other unethical practices, and ensures that all expenditure

on direct materials is subject to contracts including defined

social and environmental responsibility obligations.

The Company reaffirms that climate-related risks and opportu-

nities continue to have a negligible impact on its business model

and strategy. Nevertheless, IDH recognizes that long-term phys-

ical climate risks may require additional strategic actions, which

will be informed by the climate scenario analysis scheduled for

completion in 2027, with findings to be disclosed in 2028.

Additionally, we will enhance our collaboration with local

diagnostic service providers by offering guidance and support to

help them meet international sustainability standards, building

upon the IFC criteria screenings initiated before 2023.

IDH Annual Report 2025

Recommended Disclosures Status Response

b) Describe the impact of climate-re-

lated risks and opportunities on the

organisation’s businesses, strategy,

and financial planning.

Partially

Compliant –

expected to

be compliant

by 31 Dec

2027

IDH continues to classify its short-term climate-related risks

and opportunities as low, with negligible residual impacts after

mitigation. The expected increase in electricity tariffs and fuel

prices, as well as evolving policy and climate disclosure require-

ments, remain the most relevant potential transition risks. These

risks continue to be managed through ongoing ESG governance,

sustainability reporting, GHG accounting, and the decarboniza-

tion plan, as established in prior reporting periods.

Energy and water consumption continue to represent less than

2% of operating costs, limiting exposure to resource-related

risks. Long-term physical risks, including rising sea levels and

extreme weather events, will continue to be monitored, as part

of future fully developed reporting and climate management

systems by the end of 2027.

The Company maintains its 2023–2030 Sustainability Strategy,

built on the four pillars of Sound Governance, Next Economy,

Flourishing Society, and Livable Planet. The deployment of

the digital ESG data management system remains in progress,

with full implementation now expected by Q1 2027, following

prior-year delays in procurement.

Pillar 3: Risk Management

Describe the organisation’s

processes for identifying and

assessing climate-related risks

Compliant IDH has undertaken a detailed review of its obligations under

the Financial Conduct Authority’s Listing Rule 9.8.6R (8) on a

“comply or explain” basis and confirms that the climate-relat-

ed disclosures included in the Annual Report remain consist-

ent with the recommendations and recommended disclosures

of the Task Force on Climate-related Financial Disclosures

(TCFD).

IDH has previously identified a set of climate-related risks en-

compassing both transition risks and physical risks during 2023

and their relevance has been affirmed in 2025. We reconfirm

that their overall significance to the business remains low.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Recommended Disclosures Status Response

Describe the organisation’s

processes for managing climate-

related risks

Partially

Compliant

-expected

to be

compliant

by 31 Dec

2027

IDH’s decarbonisation plan outlines priority initiatives aimed at

improving operational efficiency and reducing greenhouse gas

emissions, demonstrating an ongoing commitment to environ-

mental stewardship and long-term sustainability.

IDH is implementing structured sustainability management

practices across key environmental areas. In terms of water

management, and in alignment with ISO 50001 and ISO 46001

principles, IDH is developing a formal system that includes de-

fined water management procedures and regular water efficien-

cy audits across its facilities. Targeted water conservation meas-

ures, such as the installation of low-flow fixtures, water-efficient

sanitary equipment, and retrofitting fixtures with aerators are

prioritised to reduce water consumption and related emissions.

For energy management, IDH is in the process of establishing

an Energy Management System (EnMS) aligned with ISO 50001

standards. Energy audits are conducted to identify efficiency

opportunities, including the deployment of LED lighting, smart

building management systems, and the assessment of renew-

able energy options. Greenhouse gas emissions are managed

through a comprehensive assessment of Scope 1, Scope 2, and

Scope 3 emissions, which are monitored using an internal track-

ing system to inform and support decarbonisation initiatives.

We are developing a formal waste management system, includ-

ing waste audits, the setting of reduction targets, and the imple-

mentation of policies to minimise material and sample waste

across laboratory operations.

IDH is implementing a recycling programme for paper, plas-

tics, glass, and metals, alongside initiatives encouraging the

use of reusable materials and the safe handling and disposal of

hazardous waste. IDH is also evaluating waste-to-energy solu-

tions as part of its broader approach to reducing environmental

impacts and improving resource efficiency.

IDH Annual Report 2025

Recommended Disclosures Status Response

Furthermore, IDH places a strong emphasis on sustainable

equipment and procurement practices. Scheduled maintenance

and inspections are conducted for laboratory and refrigeration

equipment to ensure efficient operation, in addition to explor-

ing retrofit or upgrade options to replace old equipment with

more energy-efficient models. Additionally, IDH optimises its

refrigerator utilisation to minimise its energy consumption and

installs Leak detection systems to mitigate refrigerant leaks. In

terms of procurement, our procurement decisions prioritise

sustainable equipment certified to recognised sustainability

standards.

Our Supply chain management strategy further supports cli-

mate risk mitigation by prioritising the sourcing of laboratory

supplies and consumables from environmentally responsible

suppliers. Purchasing decisions incorporate life-cycle consid-

erations, assessing environmental impacts from production

through to end-of-life disposal, to ensure alignment with IDH’s

long-term sustainability objectives.

To further embed sustainability considerations into its risk

management framework, IDH will develop a sustainable pro-

curement system within its supply chain management process-

es, once the sustainable procurement policy is approved. This

framework is intended to support structured engagement and

collaboration with suppliers that demonstrate a shared commit-

ment to sustainable practices. In addition, IDH encourages sup-

pliers to assess and disclose their environmental performance

using local or internationally recognised environmental rating

and reporting platforms.

Following our decarbonization plan, IDH has developed for-

ward-looking plans focused on sustainable mobility to encour-

age sustainable transportation practices. These include the

planned evaluation of alternative fleet options, such as electric

vehicles, through performance benchmarking studies designed

to identify technically and economically viable solutions. IDH

also intends to promote lower-carbon commuting behaviours

by encouraging the use of sustainable transport alternatives,

including carpooling, cycling, and public transportation. Incen-

tive mechanisms and internal awareness initiatives are planned

to support employee engagement and to contribute to the

reduction of commuting-related emissions.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Recommended Disclosures Status Response

With respect to physical asset management and long-term

resilience, IDH has outlined plans to enhance infrastructure

sustainability through the development of Green Building

Guidelines. These guidelines are intended to ensure that

sustainability principles are systematically incorporated into

future asset acquisitions, upgrades, or refurbishments. IDH

also plans to assess existing assets against recognised green

building certification frameworks, such as EDGE, and to evalu-

ate potential projects based on their return on investment and

feasibility of implementation. Based on these assessments, in-

itiatives will be prioritised and structured action plans will be

developed to support building certification and refurbishment

activities, where appropriate.

Describe how processes for

identifying, assessing, and managing

climate-related risks are integrated

into the organisation’s overall risk

management

Partially

Compliant

-expected

to be

compliant

by 31 Dec

2027

IDH continues to promote awareness and understanding of

sustainability and climate-related issues through targeted edu-

cational initiatives. These programmes are designed to increase

awareness of the environmental impacts associated with indi-

vidual behaviours and to reinforce the importance of collective

action in reducing carbon emissions, thereby supporting a

culture of environmental responsibility across the organisation.

In parallel, IDH delivers skills development and training work-

shops for employees, covering areas such as energy efficiency,

waste management, and sustainable operational practices.

These training activities are intended to equip staff with the

practical knowledge and competencies required to support and

contribute effectively to IDH’s decarbonisation objectives.

To further encourage employee participation and innovation,

IDH has established a Collaborative Innovation Hub that pro-

vides a structured platform for employees to share ideas, recom-

mendations, and examples of effective decarbonisation practic-

es. This initiative supports employee engagement and facilitates

a coordinated, organisation-wide approach to sustainability and

climate-related initiatives.

IDH Annual Report 2025

Recommended Disclosures Status Response

Pillar 4: Metrics and Targets

Disclose the metrics used by the

organisation to assess climate-

related risks and opportunities

in line with its strategy and risk

management process

Partially

Compliant

-expected

to be

compliant

by 31 Dec

2027

In line with our strategy of reducing carbon emissions, we assess

the impact of our organization on climate using the carbon

dioxide equivalent footprint metric (CO2e) as the only metric

for now being identified. The process of identifying additional

relevant metrics will be finalized by 31 December 2027, with dis-

closure planned for December 2028. IDH will be fully compliant

once a comprehensive system is implemented to measure and

monitor its complete greenhouse gas (GHG) inventory.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Recommended Disclosures Status Response

Disclose Scope 1, Scope 2, and, if

appropriate, Scope 3 greenhouse gas

(GHG) emissions, and the related

risks.

Non

Compliant

partially

compliant

by 31 Dec

2027

Integrated Diagnostics Holdings (IDH) has undertaken a carbon

footprint assessment according to the GHG protocol corporate

accounting and reporting standard covering Scope 1 and Scope

2 emissions for the years 2024 and 2025. This report outlines the

methodology, data limitations, and improvement areas identified

in the data collection process.

Organizational Boundaries

The organizational boundary defines the entities and operations

included within the carbon footprint assessment. IDH applies the

operational control approach, whereby emissions are accounted

for from all facilities and activities over which IDH has operational

control. The increase in the number of locations between 2024

and 2025 reflects expanded data coverage and improved reporting

completeness rather than structural expansion alone.

2024 Organizational Boundary:

Egypt Jordan

Location Type Count Location Type Count

Headquarters (HQ) 1 Headquarters (HQ) 4

Mega Lab 1 Facilities 31

Facilities 589

Total Locations 591 Total Locations 35

2025 Organizational Boundary:

Egypt Jordan

Location Type Count Location Type Count

Headquarters (HQ) 1 Headquarters (HQ) 4

Mega Lab 1 Facilities 33

Facilities 724

Total Locations 726 Total Locations 37

In 2024, the organizational boundary covered a total of 591

locations in Egypt and 35 in Jordan. In 2025, this increased to 726

locations in Egypt and 37 in Jordan, reflecting full coverage of

operating facilities as the organizational boundary expanded.

IDH Annual Report 2025

Recommended Disclosures Status Response

Methodology

Scope 1: Direct Emissions

Scope 1 emissions include direct greenhouse gas (GHG) emis-

sions from sources owned or controlled by IDH. The following

categories are considered:

1. Stationary Combustion

Emissions from diesel generators used in IDH facilities.

2. Mobile Combustion (vehicles under IDH’s operational

control)

Vehicles for organizational operations: company-owned, used

for administrative and operational activities.

Vehicles for house calls: Vehicles used to provide home

medical services.

Vehicles for courier services: Vehicles used for transporting

medical samples and other necessary materials.

Vehicles for commuting: Vehicles used for employee

commuting

3. Fugitive

Refrigerant Leaks: IDH has expanded its inventory coverage

in this reporting year by including refrigerant leakage. How-

ever, data collection still does not cover all operational sites.

IDH aims to further enhance its efforts to ensure full cover-

age in future assessments.

Fire Suppressants

: Due to unavailability of data, this cate-

gory was excluded. However, IDH is committed to gathering

this data in the next reporting cycle.

Fertilizers: IDH does not use fertilizers in its operations.

Therefore, emissions from fertilizers are not included in this

assessment.

Scope 2: Indirect Emissions from Purchased Electricity and

Chilled water

Scope 2 emissions arise from the consumption of purchased

electricity and chilled water across IDH’s network of facilities.

Calculation Methodology:

Data was missing for a few facilities. To estimate missing

electricity consumption, an extrapolation method was used

based on available variables as number of employees and

area.

Data unavailability was only for Egypt, Jordan provided data relevant to suppressants

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Recommended Disclosures Status Response

GHG Results

Table 1. IDH Egypt Carbon Footprint Results (2024-2025)

Category

Emissions

Source

2024

Emissions

(tCO₂e)

2025

Emissions

(tCO₂e)

Change

2024-)

(2025

Scope 1 -

Stationary

Combustion

Diesel

generators

- - -

Scope 1 - Mobile

Combustion

Vehicles

83.92 77.65 7.48%-

Scope 1 -

Fugitive

Refrigerants 73.01 75.03 2.77%

Suppressants 0.006 0.007 13.33%

Scope 2 -

Purchased

Electricity

Consumption

308.85 338.02 9.44%

Total Scope 1 156.94 152.68 2.71%-

Total Scope 2 308.85 338.02 9.44%

Total Emissions 465.79 490.70 5.35%

Aside from the organizational boundaries expansion, the year-on-

year changes between 2024 and 2025 are driven by two factors: (I)

Improved Data Quality/Methodology (II) Operational Changes

IDH Annual Report 2025

Recommended Disclosures Status Response

(I) Improved Data Quality/Reporting Methodology:

• Electricity – Egypt: The slight increase in electricity emissions

reflects the growth in locations and improved data complete-

ness, with missing electricity data reduced from 20 locations

in 2024 to 8 locations in 2025, resulting in broader coverage.

• Refrigerants - Jordan: In 2025, more detailed refrigerant data

was provided, including the quantities charged and the com-

position of refrigerant blends. This resulted in more accurate

fugitive emission calculations compared to 2024.

(II) Operational Change

• Stationary Combustion - Egypt: Diesel generator emissions

decreased significantly in 2025. In 2024, a national initiative

required scheduled daily power cuts during the summer, in-

creasing reliance on generators. As this was not implemented

in 2025, generator usage and related emissions declined.

• Mobile Combustion - Egypt: Vehicles for Operations’ emis-

sions increased slightly due to normal operational changes,

including the addition of new vehicles in 2025, partially offset-

ting vehicles that were sold or disposed of.

• Refrigerants – Egypt: The reduction is attributed to the pro-

gressive replacement of high-failure legacy A/C units with

new equipment.

This report provides a basis for IDH’s ongoing efforts to enhance

the accuracy and completeness of its carbon footprint calcula-

tions. Future improvements will focus on comprehensive data

collection across all IDH facilities, while clearly distinguishing

between methodological refinements and genuine emission

reduction performance. Additionally, as part of its commitment

to enhancing GHG reporting, IDH has implemented a data

management system designed to facilitate the structured collec-

tion, management, and analysis of sustainability data across its

operations. This system will support the systematic collection

of Scope 3 emissions data and enable the company to progres-

sively expand its GHG inventory to include relevant Scope 3

categories. Through this platform, IDH aims to improve data

consistency, traceability, and monitoring of emissions across

its value chain. Reporting on Scope 3 emissions is expected to

commence in December 2027, subject to the availability and

quality of data from external stakeholders. IDH will continue

assessing potential risks and challenges associated with Scope

3 data collection, particularly those related to supplier engage-

ment and data availability, to ensure the most accurate and

reliable integration of Scope 3 emissions into future disclosures.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Recommended Disclosures Status Response

Describe the targets used by the

organisation to manage climate-re-

lated risks and opportunities and

performance against targets.

Partially

Compliant

-expected

to be

compliant

by 31 Dec

2027

We are targeting the adoption of science-based climate targets

for Scope 1, 2, and 3 GHG emissions starting 2027 and 2028.

Recognising the importance of setting appropriate targets and

metrics, we have set a deadline of 31 December 2027 for com-

pliance with the TCFD. This is crucial, as reporting against these

targets will require robust data for both the current and previous

years. The postponement in adoption is due to delayed digitali-

zation process.

Our reduction targets plan is highlighted in the following:

• Specify the Climate Scenario: Select a relevant climate sce-

nario from among IPCC-validated climate scenarios includ-

ing the SBTi, IAE, and others.

• Develop Reduction Targets: Establishing a base year, develop

intermediate and long-term science-based targets that align

with the Science-Based Targets initiative or the IEA to help

IDH achieve net-zero by 2050.

• Investigate Sustainability Opportunities: Engage with inter-

nal stakeholders and seek necessary input on sustainability

ambitions, challenges, and opportunities.

• Assessment of Reduction Project Feasibility: Assess the

feasibility of targets and previously defined opportunities

for reductions and discuss approaches and alternatives with

relevant stakeholders.

• Project Implementation: Prioritise, adopt, and implement

water saving projects.

• Measure Emissions Savings: Quantify emissions savings asso-

ciated with the selected projects.

IDH Annual Report 2025

Corporate

Social

Responsibility

IDH remains committed to creat-

ing shared value by linking business

growth with meaningful community

impact. In its largest market, Egypt,

the Group continues its longstanding

partnership with the Moamena Kamel

Foundation (MKF), delivering medical

support, nutrition, and social devel-

opment services to underprivileged

communities, while key hospitals

and clinics benefit from renovations,

digital upgrades, and essential medical

equipment. Across its other markets,

IDH works closely with subsidiaries to

implement targeted Corporate Social

Responsibility (CSR) programmes.

In Jordan, Biolab’s efforts focused on

community empowerment and philan-

thropy, supporting initiatives through

donations, sponsorships, and volun-

teer programmes, while expanding

environmental sustainability projects,

particularly in solar energy. Plans are

underway to develop a tailored CSR

strategy for the Saudi market, which

IDH entered in 2024, leveraging the

Group’s regional experience to ben-

efit local communities. In Nigeria,

Echo-Lab continued social initiatives

such as health screenings in churches,

markets, and colleges. Meanwhile,

in Sudan, community programmes

remain on hold due to the ongoing

civil conflict, with operations ready to

resume once stability returns.

Plans are underway to develop a tailored CSR

strategy for the Saudi market, which IDH entered in

2024, leveraging the Group’s regional experience to

benefit local communities.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

Guided by its commitment to deliv-

ering high-quality medical services,

IDH treats corporate social responsi-

bility (CSR) as a fundamental exten-

sion of its business mission. In Egypt,

these efforts are primarily channelled

through the Moamena Kamel Foun-

dation for Training and Skill Devel-

opment (MKF), which was founded

in 2006 by Dr. Moamena Kamel,

Professor of Pathology at Cairo

University, founder of Al Mokhtabar

Labs, and mother of CEO Dr. Hend El

Sherbini. Demonstrating its ongoing

dedication to CSR, IDH allocates

roughly 1% of the net after-tax profits

of its subsidiaries, Al Borg and Al

Mokhtabar, to support MKF’s initia-

tives. In 2025, this amounted to EGP

9.6 million, compared to EGP 6.0 mil-

lion in 2024, enabling the Foundation

to expand its healthcare, nutrition,

social development, and awareness

programmes across Egypt.

Egypt

MFK improves the quality of life for

residents in Cairo’s Al Duweiqa com-

munity and multiple villages nation-

wide through an integrated approach

that combines economic, social, and

healthcare support. The Foundation

provides free or subsidized diagnostic

services to thousands of community

members each year, delivers essential

medical assistance and nutritional

support, and collaborates with char-

itable organisations to implement

awareness campaigns, educational

programmes, and preventive health

initiatives. Its primary focus areas in

2025 included:

• Healthcare and Hospital Support

• Nutrition Programmes

• Community and Social Develop-

ment

• Awareness and Preventive Health

Over the course of 2025, the Foun-

dation continued to deepen its

long-standing partnership with Kasr

El Aini Hospital, a collaboration that

has been in place since 2019. The

Foundation maintained the stabil-

ity of the hospital’s Dialysis Unit by

covering 65% of essential consuma-

bles, enabling approximately 15,000

treatments for 148 regular patients.

At the same time, it contributed to

the relaunch of the Endoscopy Unit

“El Ebrashi,” providing digital tools,

medical equipment, furniture, and

protective gowns, ensuring contin-

ued free access for 3,000 patients

annually.

Emergency services were also

enhanced through renovations to

the gas network in Unit 185, which

increased ICU capacity and allowed

the hospital to perform more surger-

ies efficiently. The Central Pathology

Lab underwent modernization to

improve infection control and opera-

tional efficiency, supporting around

1.5 million tests each year, including

essential kits for dialysis patients.

Additional interventions included

providing endoscopes and consum-

ables for the Endemic Diseases Unit,

covering urgent consumables for the

Vascular Surgery Department serving

320 emergency patients, and initiat-

ing renovations at the Obstetrics &

Gynaecology ICU. These upgrades

expanded monthly patient capacity

from 60–70 to 70–80 and included

comprehensive improvements to gas,

air conditioning, electrical, security,

fire, and data systems.

Through this coordinated approach,

MKF ensured that Kasr El Aini

Hospitals are consistently equipped

to deliver timely, high-quality care

across multiple critical units, com-

bining infrastructure improvements,

equipment support, and operational

enhancements to meet the needs of

the most vulnerable patients.

Moamena Kamel Foundation (MFK)

Healthcare and Hospital Support

Enhancing Critical Care at Kasr El Aini

MFK improves

the quality of life

for residents in

Cairo’s Al Duweiqa

community and

multiple villages

nationwide through

an integrated

approach that

combines

economic, social,

and healthcare

support.

IDH Annual Report 2025

100

Upgrading Fever Hospital

Facilities

MKF also provided significant sup-

port to Fever Hospitals, ensuring

continuity of care for patients with

severe infectious diseases. At Abbasya

Hospital, the Foundation funded elec-

tricity, maintenance, and operational

needs, enabling the facility to care for

approximately 2,000 paediatric ICU

patients, 1,000 adults with HIV, and

between 4,000 and 7,000 addition-

al patients requiring medication or

diagnostics. This support also helped

reduce patient waiting times and en-

sured more efficient service delivery.

At Helwan Hospital, MKF intro-

duced the first “Exhaustion Capsule

Heat” installation across the Fever

Hospital network. This advanced

technology enabled more accurate

treatment for patients experiencing

dangerously high fevers, reduced

complications, and streamlined the

medication process, allowing the

hospital to serve a higher volume of

patients with improved safety and

efficiency.

Supporting Diagnostics and

Patient Care at Al Asmarat

MKF maintained its support for

the Al Asmarat Residential Medi-

cal Center, ensuring the continued

functionality of a CBC testing device

used to detect anaemia and other

conditions. The Foundation provided

regular maintenance and necessary

supplies, enabling the centre to serve

patients efficiently. Since 2019, the

facility has benefited 3,520 patients,

demonstrating the ongoing impact

of MKF’s commitment to sustaining

essential diagnostic services for vul-

nerable communities.

Nutrition Programmes

Providing Food Security Through

Targeted Initiatives

In 2025, MKF continued to address

food insecurity and support vulner-

able families through targeted nutri-

tion initiatives. Seasonal campaigns,

particularly during Ramadan, provided

essential food boxes to thousands of

underprivileged households, ensuring

access to balanced meals during a crit-

ical period. In total, these programmes

benefited 17,000 individuals, with

volunteers assisting in the preparation

and distribution of food parcels. By

delivering nutritious provisions direct-

ly to families, MKF not only helped

meet immediate dietary needs but also

contributed to improved child growth,

immunity, and overall health, support-

ing families’ ability to participate in

education and social activities.

Community and Social

Development

Ya Mahla 3letna

The “Ya Mahla 3letna” program rep-

resents MKF’s integrated approach to

community support, combining med-

ical, nutritional, and social interven-

tions for underprivileged families. In

2025, the program served 103 families

in Bashtil village, Giza Governorate,

providing medical check-ups, nutri-

tional support, and behaviour-change

awareness sessions. By addressing

healthcare, dietary needs, and fam-

ily well-being simultaneously, the

program helps strengthen household

resilience, improve child and maternal

health, and promote long-term social

development outcomes. Through

this holistic model, MKF ensures that

nutrition support is part of a broader

strategy to empower families and im-

prove quality of life.

65%

OF ESSENTIAL

CONSUMABLES

3,520

PATIENTS

17,000

INDIVIDUALS

103

FAMILIES IN

BASHTIL VILLAGE

At Kasr El Aini Hospital’s

Dialysis Unit, MKF covered

With MKF support,

Al Asmarat Residential

Medical Center benefited

MKF-supported nutrition

programmes benefited

MKF’s “Ya Mahla 3letna”

program, served

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

101

Awareness and

Preventive Health

Breast Cancer Awareness

In October 2025, MKF conducted a

targeted Breast Cancer Awareness

campaign to educate women on early

detection, self-examination, and

healthy lifestyle practices, including

nutrition and hygiene. The campaign

combined in-person sessions and a

digital social media initiative, reach-

ing 130 women directly across mul-

tiple sessions. Participants received

practical guidance, learned preventive

measures, and gained clarity on com-

mon myths, emphasizing the impor-

tance of early screening.

Drug Protection Initiatives

MKF partnered with the Drugs Pro-

tection Institution in July 2025 to raise

awareness about substance abuse

risks. The program reached 40 commu-

nity members, focusing on identifying

dangerous substances, understanding

their effects, and guiding participants

to available treatment centres. As a

direct result, four cases were referred

to medical care at the Drugs Protection

Institution centre for further support.

First Aid Training

In collaboration with the Egyptian

Red Crescent, MKF conducted first

aid training sessions in July 2025 at

Badrasheen village, attended by 31

women from the local community.

The program equipped participants

with essential skills for emergency

response, including CPR, wound

care, and safety measures, helping

increase community preparedness

and health resilience.

IDH Annual Report 2025

102

Guided by its commitment to creat-

ing meaningful social impact, IDH

channels its CSR efforts in Jordan pri-

marily through its subsidiary, Biolab.

In 2025, Biolab focused on commu-

nity empowerment, wellness, educa-

tion, and professional development

initiatives, conducting more than 40

programmes that supported over 350

children, benefited 350 healthcare

Community Health and Wellness

Children in Community Care

In 2025, Biolab continued its tradition of supporting under-

privileged children during the holy month of Ramadan and

Eid Al-Fitr through a series of dedicated initiatives, organ-

izing two Iftar gatherings to provide a warm and welcoming

environment, hosting a full shopping day to allow children

to select their Eid clothes and gifts, and arranging a full day

of games and entertainment at a park to create meaningful

and memorable experiences for the children.

Youth and School Programmes

Biolab continues to expand support to local schools and

youth through educational initiatives, health awareness

visits, and youth sports programmes, including Little

Leagues, promoting physical activity, teamwork, and well-

ness among children and adolescents. Building on previous

programmes, Biolab conducted school medical days, dis-

tributing educational pamphlets, performing haemoglobin,

sugar, blood pressure, and BMI tests, and providing free or

discounted blood testing vouchers, while similar initiatives

targeted adults in workplaces.

Jordan

professionals through CPD lectures,

and reached hundreds of families

and community members. These

programmes complement IDH’s

broader CSR mission by combining

philanthropy with capacity building,

while also promoting environmental

sustainability projects. Biolab’s CSR

strategy centres around four key pil-

lars, including:

• Community Health and Wellness

• Employee Wellbeing and Develop-

ment

• Education and Knowledge Sharing

• Sustainability and Environmental

Initiatives

Biolab conducted

more than

PROGRAMMES

Supported over

350

CHILDREN

Benefited

350

HEALTHCARE

PROFESSIONALS

Community Engagement

Biolab engaged families and the wider community through

wellness testing awareness sessions and educational lec-

tures for parents and healthcare professionals on food intol-

erance. Participation in community events raised awareness

on preventive health and early detection, while free medical

days provided essential wellness screenings and guidance

on preventive care.

Employee Wellbeing and

Development

Employee Engagement

In 2025, Biolab staff actively participated in CSR pro-

grammes, volunteering at school events, youth sports pro-

grammes, and Ramadan Iftars. These opportunities fostered

inclusion, teamwork, and leadership, while strengthening

workplace culture and employee engagement.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

103

Professional Development

As part and parcel of its strategy, Biolab continued to

provide internships, training programmes, and volunteer

opportunities for young professionals through partnerships

with organisations such as Education for Employment

Jordan (EFE), Injaz, Loyac, and the Business Development

Center (BDC), helping build skills and promote career

growth while reinforcing CSR objectives.

Education and Knowledge Sharing

Continuing Professional Development

During the year, Biolab organised free CPD lectures for lab-

oratory technicians and healthcare professionals, enabling

participants to earn required credit hours while enhancing

technical knowledge and adherence to best practices in

laboratory and healthcare services.

School and Community Education

Biolab’s educational initiatives in schools focused on

promoting health awareness, preventive care, and nutri-

tion, complemented by awareness sessions for parents

and healthcare professionals. Internships and training

programmes continue to nurture the next generation of Jor-

danian professionals, reflecting Biolab’s long-term commit-

ment to knowledge sharing and capacity building.

Sustainability and Environment

Renewable Energy Initiatives

In 2025, Biolab continued to reinforce its commitment

to environmental sustainability by promoting renewable

energy and reducing its carbon footprint. The company con-

tributed to the Al Halabat solar farm near Amman, which

powers Biolab’s operations while minimizing reliance on

fossil fuels.

Eco-friendly Awareness

Sustainability awareness was integrated into community

programmes and educational initiatives throughout the

year, demonstrating Biolab’s strategy to combine CSR with

environmental responsibility and promote eco-friendly

practices throughout its activities.

Strategic Report

This report was reviewed and signed by order of the Board

on 16 April 2026.

By order of the Board,

Dr. Hend El Sherbini

Executive Director

16 April 2026

IDH Annual Report 2025

104

IV. Corporate Governance

Board of Directors 106

Corporate Governance Report 110

Audit Committee Report 118

Remuneration Committee Report 124

Nomination Committee Report 128

Directors’ Report 132

EGP1.3BN

Net profit in 2025

29%

YoY increase

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

105

IDH Annual Report 2025

106

Board of Directors

As at 31 December 2025, IDH’s Board

of Directors comprised five non-ex-

ecutive members, including the

Non-Executive Chair, alongside two

Executive Directors. Collectively, the

Lord St John of Blesto

Non-Executive Chair

Lord St John has been an active Crossbench member of the House of Lords, UK Parliament, since

1978. He serves on the boards of several listed and unlisted companies, including Yellow Cake plc,

Gulf Marine Services plc, Strand Hanson Ltd, Kneoworld UK Limited, and GMS Resources Limited.

He also holds mentoring advisory roles with Farrant Group Ltd., BetWay Ltd., Geobear Ltd,. Lord St

John has a strong interest in the charitable sector and serves as a trustee to several charities focused

on wildlife conservation, poverty reduction, education, and healthcare. He graduated with a BA in

Law and BSocSc in Psychology from Cape Town University, a BProc from the University of South

Africa, and Masters of Law (LLM) from the London School of Economics. He practised as an attorney

before his 25-year career in financial services in the City of London.

Board Committees Chair of the Nomination Committee

Sherif El Zeiny

Group Chief Financial Officer and Executive Director

Mr. El Zeiny is a certified Board Director and Executive Partner with over three decades of experience in fi-

nancial management, business leadership, and corporate strategy. He currently serves as Vice President and

Group Chief Financial Officer at IDH. On top of his responsibilities as Group CFO, El Zeiny works closely

with the Group CEO, Dr. Hend El Sherbini, to set the Company’s growth strategy in Egypt and across its re-

gional markets. El Zeiny also leads the Group’s investment and M&A efforts and has been overseeing IDH’s

KSA expansion throughout the past twelve months. Throughout his career, he has filled several executive

positions in various leading regional and international corporations, most recently serving as Vice President

and Chief Financial Officer at Elsewedy Electric Group. Prior to Elsewedy Electric Group, he held several po-

sitions at Mentor Graphics MENA (currently Motor Siemens), NCR Egypt, Siemens Egypt’s Energy and Auto-

mation Division, and General Motors Egypt. Mr. El Zeiny holds an MBA from the City University of Seattle, a

Non-Executive Director Diploma from the Financial Times, and a BA in Accounting from Cairo University.

Board Committees None

Board brings extensive experience

across the healthcare sector, the

MENA region, and investment and

capital markets.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

107

Prof. Dr. Hend El Sherbini

Group Chief Executive Officer

Dr. Hend has been IDH Group’s Chief Executive Officer since 2012 and, prior to that, served as the CEO

of Al Mokhtabar – between 2005 and 2012. She received her MBBCh and her Master’s degree in Clinical

and Chemical Pathology from Cairo University in the early 1990s, and she also holds a Master’s degree

in Public Health from Emory University in Atlanta. Dr. Hend completed her PhD in Immunology from

Cairo University in 2000, where she is also a professor of clinical pathology at the university’s Faculty of

Medicine. Dr. Hend completed an Executive MBA from the London Business School in 2015 and was

featured as one of Forbes’ most powerful women between 2016 and 2025.

Board Committees None

Hussein Choucri

Non-Executive Director and

Chair of the Remuneration Committee

Mr. Choucri is the Chair and Managing Director of HC Securities and Investment, which he established

in May 1996. He currently sits on the boards of Fawry Banking and Payment Technology Services Ltd.

(Fawry), and the Egyptian Center for Economic Studies (ECES). Mr. Choucri served as the Managing

Director of Morgan Stanley from 1987 to 1993 and served as Advisory Director at Morgan Stanley from

1993 to 2007. He received his Management Diploma from The American University in Cairo in 1978.

Board Committees Chair of the Remuneration Committee

Member of the Audit Committee and Nomination Committee

IDH Annual Report 2025

108

Yvonne Stillhart

Dan Olsson

Independent Non-Executive Director

and Chair of the Audit Committee

Non-Executive Director

Ms. Stillhart is an experienced board director and senior executive with over 30 years of leadership

in finance, strategic risk management, growth acceleration, and transformational leadership across a

wide range of industries and regions, including Europe, the USA, and Africa. Yvonne brings a global

perspective and proven expertise to her governance roles. She holds board and committee roles at

UBS Asset Management Switzerland Ltd, EPE Capital (South Africa), and Patria Private Equity Trust

Plc. (UK) She has co-founded and led as a Senior Partner a specialised private equity manager in

Switzerland. She holds a Directors Certificate from Harvard Business School and is a Qualified Risk

Director®. She is fluent in German, English, Spanish and French.

Mr. Olsson has long and extensive international experience in the diagnostic and healthcare services

sector, where he has served in a range of executive positions — among others, as head of diagnostics in

the pan-European healthcare group Capio; CEO of Unilabs, a pan-European diagnostic provider; and

CEO of Helsa, a Swedish healthcare group. He currently works as an independent advisor and holds

non executive positions at Purch AB and Ambea AB (Publ). Mr. Olsson has worked in the healthcare

sector since 1999. Mr. Olsson studied Economics at the University of Lund in Sweden.

Board Committees Chair of the Audit Committee (as of 1 December 2024)

Chair of the Investment Committee

Member of the Remuneration Committee

Board Committees Member of the Audit Committee (resigned as Chair on 1 December 2024)

Member of the Remuneration Committee and Nomination Committee

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

109

Richard Henry Phillips

Non-Executive Director

Mr. Phillips was a founding partner of Actis LLP, the emerging markets private equity group. As Actis

LLP was one of the Company’s major shareholders, Mr. Phillips is not considered by the Board as being

independent. During the financial year he served as the Head of Private Equity for Actis and as a mem-

ber of the Actis Investment Committee. Mr. Phillips is a director on the board of a number of compa-

nies, including Honoris United Universities, Les Laboratories Medis SA, and others. Mr. Phillips holds a

degree in Economics from the University of Exeter.

Board Committees None

IDH Annual Report 2025

110

Corporate Governance

Report

The Board of Directors (the “Board”) is

responsible for providing strong leader-

ship and effective decision making, safe-

guarding the process the interests of all

shareholders of Integrated Diagnostics

Holdings PLC (“IDH” or “the Compa-

ny”). During the period under review,

the Board has maintained an unwaver-

ing commitment to providing oversight

and guidance to senior management

as the Group continues to execute its

regional growth strategy.

Given the Company’s Equity Shares

(Transition) category listing on the Main

Market of the London Stock Exchange

(LSE), it is not required to comply with

the requirements of the 2024 UK Cor-

porate Governance Code (the “Code”)

as issued by the Financial Reporting

Council, or otherwise explain non-com-

pliance. During the year to 31 Decem-

ber 2025, the Board continued to work

towards a robust governance framework

where appropriate and applicable to

IDH’s circumstances.

IDH’s Senior Management and Board of

Directors have undertaken a gap analysis

of principles and provisions where IDH

does not currently comply and is devis-

ing an action plan to achieve compliance

in the foreseeable future, demonstrating

the Board’s commitment to ensuring the

highest standards of governance.

We are compliant with Financial Con-

duct Authority Disclosure Guidance and

Transparency Rules (DTR) subchapter

7.27.2 concerns corporate governance

standards that are included in the

Directors Report or, in this case, as part

of the Strategic Review (DTR 7.2.1). The

Company acknowledges that it is not

fully compliant with the independence

requirements of DTR 7.1 and the Code.

During the year, the Audit Committee

comprised a majority of non-executive

directors; however, only one member

was considered independent for the pur-

poses of the Code. As a result, the Com-

mittee did not meet the requirement

for an independent majority. The Board

keeps the composition and operation of

the Committee under regular review and

endeavours to take steps to strengthen

its independence. The Board remains

satisfied that, despite the independence

shortfall, the Audit Committee con-

tinued to discharge its responsibilities

effectively and safeguarded the integrity

of the Company’s financial reporting

processes during the year.

To that end, the Company has an Audit

Committee, Investment Committee, Re-

muneration Committee and Nomination

Committee. The Board may establish ad-

ditional committees as appropriate. This

Annual Report includes reports from the

Audit, Remuneration, and Nomination

Committees.

The Board is committed to implement-

ing best practices in corporate govern-

ance, calling on both the expertise of

individual Directors and that of outside

parties, including legal counsel and

global professional services firms.

Functioning of the Board

Details of the individual Directors’ attendance at Board meetings is shown on page

114. The Board has invested significant time discussing and evaluating the Group’s

strategy and prospects for future growth, the outcome of which is presented in our

statement of strategy on page 46. We are confident that we have in place the right

strategy and management team to deliver shareholder returns in future.

Board Skills and Composition

Under its Articles of Association, the Group must have a minimum of two Di-

rectors. While there is no maximum number of Directors, the Board presently

comprises seven Board members.

As at 31 December 2025, our Board comprised four Non-Executive Directors,

two Executive Directors, and the Chair who was independent upon appoint-

ment. Together, the Directors offer IDH a mix of expertise in areas that include

strategy, finance, and medical diagnostics, as well as diverse experience in

Europe, the Middle East, and Africa. It also has relevant commercial and tech-

This Annual

Report includes

reports from

the Audit,

Remuneration,

and Nomination

Committees.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

111

nical experience to help direct the Group as it delivers on its strategy in a very

technical field and across rapidly changing geographies. The Board and their

biographies are set out on pages 106 to 109 of this Annual Report.

Board appointments are made based on recommendations received from

the Nomination Committee. In making these appointments, the Nomination

Committee ensures that appointments and succession plans are made based

on merit as well as other objective criteria, whilst ensuring the Board maintains

the right balance of skills and knowledge needed to address its specific needs.

Due consideration is also given to diversity in the wider sense, and the benefits

that stem from having a diverse Board.

The relationship between Directors ensures that no individual, or group of

individuals, is able to dominate the decision-making process, independence of

thought is maintained, and no undue reliance is placed on any individual.

Each new Director is provided with a comprehensive induction programme.

The induction programmes are tailored to the individual Director, including

a suite of reference documents and briefings with the Leadership Team. Each

Director has received a detailed introduction to our business, how the Compa-

ny works and the market in which it operates.

Leadership

The Board continues to operate on the basis of a clear division of responsibil-

ities between the role of the Chair and that of the Group Chief Executive. The

Board continues to believe that this segregation of roles remains appropriate,

taking into account the size and structure of the Group.

As Chair, I ensure that the Board is effective in the execution of all aspects of its

role. The Group Chief Executive Officer, meanwhile, is responsible for manag-

ing the day-to-day running of the business. In this, she is supported by a senior

management team. The Group Chief Executive and I have a good working

relationship and discuss matters of Group strategy and performance on a reg-

ular basis. We also work together to ensure that Board meetings cover relevant

matters, including a quarterly review of financial and operational performance

(including key performance indicators), and in partnership with the Company

Secretary ensure that all Directors:

• are kept advised of key developments;

• receive accurate, timely, and clear information upon which to call in the

execution of their duties; and

• actively participate in the decision-making process.

Board meeting agendas are reviewed and agreed upon in advance to ensure

each Board meeting is efficiently run, allowing all Directors to openly and con-

structively challenge the proposals made by the Group’s senior management. I

am pleased to report that throughout the year, each Director has properly exer-

cised those powers with which they have been vested by the Group’s Articles of

Association and relevant laws.

Together, the

Directors offer

IDH a world-

standard mix

of expertise in

areas that include

strategy, finance,

and medical

diagnostics, as

well as diverse

experience in

Europe, the

Middle East,

and Africa.

IDH Annual Report 2025

112

The Board operates under a Schedule

of Matters Reserved, which is annu-

ally reviewed. Matters reserved to the

Board means any decision that may

affect the overall direction, supervi-

sion, and management of the Group,

including, but not limited to:

• approving annually a strategic plan

and objectives for the following

year for the Group;

• approving any decision to cease

to operate all or any material part

of the Group’s business or to enter

into any new business or geo-

graphic areas;

• monitoring the delivery of the

Group’s strategy, objectives, busi-

ness plan, and budget;

• adopting or amending the Group’s

business plan or annual budget;

• approving the Group’s Annual Re-

port and Financial Statements and

quarterly results and/or any change

in the accounting principles or

tax policies of any member of the

IDH Group and/or any change in

the end of the financial year of any

member of the IDH Group, except

as contemplated by the business

plan or annual budget, as required

by law, or to comply with a new

accounting standard;

• any member of the IDH Group

declaring or paying any dividend or

distribution;

• approving the issue of all circulars,

prospectuses, listing particulars,

and general meeting notices to

shareholders of the Group;

• undertaking an annual review of

the effectiveness of the Group’s

risk management and internal

control and reporting on that

review in the Group’s annual

report. The review should cover all

controls, including financial, oper-

ational, and compliance controls

and risk management;

• carrying out a robust assessment of

the principal risks facing the Group,

including those that threaten its

business, future performance,

solvency, or liquidity and to report

on such assessment in the Group’s

annual report;

• adopting or amending the Group’s

environmental policy and monitor-

ing its delivery; and

• reviewing the Group’s overall cor-

porate governance arrangements

and approving any changes thereto.

Apart from these reserved matters,

the Board delegates specific items

to its principal committees, namely

the committees on Audit, Remuner-

ation, Investment and Nomination.

Each committee is authorised to

seek any information it requires

from senior management.

A summary of the Board’s committees

is set out from page 115. Reports from

the Chair of the Audit, Remuneration,

and Nomination committees appear

starting pages 118, 124, and 128 of this

Annual Report, respectively.

IDH aims to

provide investors

with an opportunity

to invest in a

company leading

provider of

diagnostic services

with operations

in Egypt, Jordan,

Nigeria, Saudi

Arabia, and Sudan.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

113

Purpose, culture and values

The Board has responsibility for the overall purpose, culture and values of the

Company, and their pursuit and development are at the core of each Board

meeting. The Board believes that there are three features in particular that will

allow the Company to capitalise on its chosen sector of operations: access to

capital, access to management and strong corporate governance. Our culture

and values are designed to strengthen all of these.

Purpose

IDH aims to provide investors with an opportunity to invest in a company lead-

ing provider of diagnostic services with operations in Egypt, Jordan, Nigeria,

Saudi Arabia, and Sudan. Its purpose is to elevate our communities’ health

welfare through the provision of world-class medical services.

Culture

The Board continued to focus on developing, monitoring and assessing cor-

porate culture and thinking about the ways in which our culture might serve

as a long-term differentiator, both in terms of strategy and of recruitment and

retention. We are proud of the culture that we built at IDH and recognise it is

important to clearly articulate this culture, drive it and ensure that it permeates

the entire business.

During the year, the Board looked closely at our mission, vision and values and

how we could reinforce through shaping the Company’s long-term strategy.

The Board is of the view that this will benefit all of the Company’s stakeholders.

We will continue with our plan to develop our management team so that they

become future leaders in their respective fields, through personal and profes-

sional development. The Chair and CEO met regularly with key management

personnel to share this vision and coordinate the Group’s actions and priorities.

The Chair and CEO and IDH’s personnel regularly monitored Group compa-

nies’ performance, also reinforcing key messages. These messages are cascaded

down from the management team to the wider employees.

C.A.R.E Values

• Customer@Heart - Placing our customers at the forefront, delivering pa-

tient-focused care and enhancing relationships.

• All in One - Embracing collaboration and teamwork, leading to greater suc-

cess and innovation.

• Raise the Bar - Continuously striving for improvement, pushing boundaries

to achieve excellence.

• Excellence - Committing to the highest standards of performance and pro-

fessionalism.

We are proud of

the culture that

we built at IDH

and recognise it

is important to

clearly articulate

this culture, drive

it and ensure that

it permeates the

entire business.

IDH Annual Report 2025

114

External Appointments

All Directors are expected to dedicate sufficient time to discharge their respon-

sibilities to IDH and this is a condition of accepting the role of Director. The

Board takes into consideration any external commitments that arise during the

year. Any new appointments are notified to the Chair in advance of accepting

the appointment and in each case a determination is made as to whether it will

impact the Board or give rise to a potential conflict of interest.

Related Party Transactions

Further information on related party transactions throughout the financial year

can be found in Note 27 to this Annual Report.

Board Meetings During 2025

Details on our scheduled Directors’ attendance at Board and committee

meetings (excluding ad hoc meetings) are shown in the table below. The Group

Company Secretary is a regular attendee at Board meetings. External present-

ers and members of the Leadership Team attend at the invitation of the Chair,

when required. In conjunction with the quarterly Board meetings, all Non-Ex-

ecutive Directors meet either by themselves, together with the CEO, or with

the entire Board. This time is usefully spent enabling Board members to build

rapport, share views, and consider issues impacting the company, resulting in

improved board dynamics and better decision-making.

Table of Director Attendance at 2025 Regularly Scheduled Board Meetings

Name Remuneration Nomination InvestmentAuditBoard

Number of

Meetings:

Directors:

Lord St John

of Bletso

Prof. Dr. Hend

El Sherbini

Sherif El Zeiny

Hussein Choucri

Dan Olsson

Richard Henry

Phillips

Yvonne Stillhart

n/a

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

115

Name Nomination

Yvonne Stillhart

Dan Olsson

Hussein Choucri

Committee Member

Chair of the Committee

Committee Member

In addition to the regularly scheduled

board meetings, several ad-hoc board

meetings were convened throughout

the year to address urgent matters and

support the organisation’s agility in

decision-making.

Board

Effectiveness

Having spent considerable time in

both formal meetings and in learn-

ing about the skills of our Directors

one-on-one — and drawing on my

past experience as a Director — I

am confident that the Board has the

skills, talent, and industry knowledge

it needs to effectively deliver the

Group’s agreed strategy. The Board,

facilitated by the Company Secretary,

conducts regular internal evaluations

and considers the feedback from

each Director in setting the agenda

and strategic direction of the Com-

pany. In addition, training require-

ments for each Director are consid-

ered, and the Board receives regular

updates from the Company Secretary

or specific training from external le-

gal counsel or other external parties,

as deemed appropriate.

It is my considered judgement that

the Board receives from senior

management sufficiently detailed

budgets, forecasts, strategy propos-

als, reviews of the Group’s financial

position and operating performance,

and annual and half yearly reports

to ensure that it may be effective.

This enables us to effectively ask

questions of senior management and

to hold discussions on the Group’s

strategy and performance. In 2025,

senior management delivered regular

reports to the Board ahead of the

scheduled Board meetings.

The Group has obtained customary

directors’ and officers’ indemnity in-

surance, covering the Chair and the

Non-Executive Directors.

Governance

Structure

The Board has delegated several areas

of responsibility to its committees.

More information on the Audit Com-

mittee is available in the Audit Commit-

tee Report on page 118 of this report.

Audit Committee

The Audit Committee is responsible for overseeing IDH’s internal financial reporting and ensuring the integrity of

the Group’s financial statements. The Committee is also responsible for reviewing and monitoring the effectiveness

of the Group’s risk management processes and internal controls, as well as for ensuring that audit processes are

robust. At the date of this report, the following were the members of the Audit Committee:

I am confident that the Board has the skills, talent,

and industry knowledge it needs to effectively

deliver the Group’s agreed strategy.

IDH Annual Report 2025

116

Remuneration Committee

The Remuneration Committee is responsible for the remuneration for the Directors and select members of senior man-

agement. At the date of this report, the following were members of the Remuneration Committee:

Investment Committee

The Investment Committee assists and supports the Board in discharging its responsibilities relating to the review, eval-

uation and approval of mergers, acquisitions, dispositions, investments in third-party businesses, joint ventures, start-up

financings, debt raising or similar transactions or arrangements proposed by the Senior Management. The Investment

Committee comprises the below members:

Nomination Committee

The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also

responsible for reviewing succession plans for the Directors, including the Chair and Chief Executive and other senior

management. The Nomination Committee comprises the below members:

Name

Nomination

Hussein Choucri

Dan Olsson

Yvonne Stillhart

Lord St John of Bletso

Hussein Choucri

Dan Olsson

Yvonne Stillhart

Hussein Choucri

Dan Olsson

Committee Member

Chair of the Committee

Committee Member

More information on the Remuner-

ation Committee is available in the

Remuneration Committee Report on

page 124 of this report.

The Investment Committee is made

up of Independent Non-Executive

Directors.

The Nomination Committee is made up

of Independent Non-Executive Direc-

tors. More information on the Nom-

ination Committee is available in the

Nomination Committee Report on page

128 of this report.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

117

Investor

Relations

Engagement with shareholders con-

tinues to be a key function at both

the senior management and the

Board levels. Our investor relations

function held dozens of meetings

with current and potential investors

during the course of the year, in

addition to handling dozens of one-

on-one call requests and queries

throughout the year.

In 2025, we published three-month,

half-year, and nine-month results, in

addition to audited full-year results,

and further released a trading update

on performance at the nine-month

period. In 2026, we intend to contin-

ue publishing trading updates at the

three-month and nine-month peri-

od, in addition to the half-year and

full-year results which are released in

compliance with the DTR.

The Board communicates with

shareholders through public an-

nouncements disseminated via the

LSE, analyst briefings, roadshows,

and press interviews. Copies of public

announcements and financial results

are published on the Group’s website,

along with a number of other investor

relations tools. The Board receives

regular updates from the senior

management on the views of major

shareholders and on milestones in

the investor relations programme. We

will continue throughout 2026 to grow

our investor relations programme

to ensure that our shareholders and

stakeholders remain informed of the

Group’s strategy and ongoing finan-

cial and business performance.

Annual General

Meeting

The next Annual General Meeting

of the Company will be held on 19

May 2026 in London, UK. Details of

the AGM are included in the Notice

of Meeting that accompanies this

Annual Report, and which is availa-

ble on our website. At the AGM, all of

the Group’s Directors will retire and

submit themselves for re-election.

The outcome of the voting at the AGM

will be announced by way of LSE an-

nouncement, and full details will be

published on the Company’s website

shortly after the AGM.

Directors’

responsibilities

Statements explaining the responsi-

bilities of the Directors for preparing

the Annual Report and financial

statements can be found on page 136

of this Annual Report.

A further statement is provided

confirming that the Board considers

the Annual Report, taken as a whole,

is fair, balanced and understandable

and provides the information nec-

essary for shareholders to assess the

Company’s position and performance,

business model and strategy.

Lord St John of Bletso

Chairman

16 April 2026

IDH Annual Report 2025

118

Audit Committee

Report

Introduction

I am pleased to present the Audit

Committee (the “Committee”) re-

port for the year ended 31 Decem-

ber 2025.

This report provides shareholders

with a comprehensive overview of

the key matters considered during

the year, the Committee’s activities,

and how it fulfilled its responsibili-

ties in 2025.

Yvonne Stillhart

Chair of the Audit Committee

At the date of this report, the following were members of the Committee:

Name Nomination

Yvonne Stillhart

Dan Olsson

Hussein Choucri

Committee Member

Chair of the Committee

Committee Member

Composition and Meetings

of the Audit Committee

The Committee comprises three Non-Executive Directors. For the purposes of the Code and of DTR 7.1, the Board is

satisfied that all members of the Committee have recent and relevant financial experience and the Committee as a

whole has competence relevant to the sector in which the Company operates. Alongside myself as Chair, the Commit-

tee includes Hussein Choucri and Dan Olsson. Collectively, we bring a strong blend of financial and industry exper-

tise to ensure effective oversight and challenge.

The attendance record for the 2025 Audit Committee meetings is on page 114. The Committee reviewed the integrity

and content of external financial reporting, risk and control framework, reporting its findings and recommendations to

the Board. Beyond scheduled meetings, the Committee maintained regular communication throughout the year with

the Group Chief Financial Officer, the Vice President of Finance and Strategies, and the external auditors. The external

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

119

safeguarding of Group assets, the accuracy of financial

records, and the prevention and detection of fraud or

irregularities.

Even though the Company is still in the transition cat-

egory, it has established a project group who is actively

working towards compliance with Provision 29. Activities

include engagement with leading external specialists.

The Audit Committee continuously evaluates the effec-

tiveness of internal controls and reports its findings and

recommendations to the Board.

The Board has established a framework to manage risks

effectively, which includes:

• Identification and mitigation of risks at the operational

level by departmental heads.

• Regular Board-level discussions on the Group’s major

business risks and the measures being implemented to

mitigate them.

• Further details on the Group’s principal risks and mit-

igation strategies are outlined on pages 52–59 of this

Annual Report.

• Additionally, the Board has implemented a control

framework across all subsidiaries, comprising:

• Board approval of the Group’s overall budget and strate-

gic plans.

• A well-defined organisational structure outlining re-

sponsibilities, authorities, and reporting lines.

• Clearly established expenditure authorisation levels.

• Regular operational reviews at the senior management

level (weekly, monthly, and quarterly) to assess busi-

ness performance.

• A strategic planning process that outlines key steps for sen-

ior management to execute the Group’s long-term strategy.

• A robust financial reporting system, including weekly

management updates, monthly management reports,

and an annual budgeting process involving senior man-

agement and the Board. The Board received quarterly

reports throughout 2025.

• Ongoing performance monitoring, where management

reviews actual results against prioryear figures, budg-

eted targets, and forecasts. Any material deviations are

assessed by the Group Chief Executive and senior man-

agement, with corrective actions taken where necessary.

Further details of the duties and responsibilities of the

Committee can be found in the terms of reference.

auditors are invited to attend meetings regularly, while the

Group CFO and Vice President of Finance and Strategies,

an Executive Director of the Board, also participate. Addi-

tional senior management attendees include the Director

of Investor Relations, the Chief Internal Audit Director, and

the Company Secretary as needed.

The Committee also held private sessions with the external

auditors outside the audit timetable, ensuring independ-

ent discussions without senior management present. This

practice will continue. The external auditors confirmed

it was satisfied with the communication between all the

stakeholders. In addition, the Chair of the Committee has

maintained regular dialogue with the lead partner of the

external auditors during the period.

Roles and Duties of

the Audit Committee

The Committee plays a crucial role in assisting the Board

with financial oversight, including:

• Reviewing the Group’s annual and half-year financial

statements and quarterly results updates.

• Assessing the Group’s accounting policies, as well as

internal and external audits and controls.

• Monitoring the scope and execution of the annual audit

and evaluating any non-audit work conducted by exter-

nal auditors.

• Providing recommendations regarding the (re) appoint-

ment of external auditors.

• Evaluating the effectiveness of internal audit, internal

controls, whistleblowing mechanisms, and fraud pre-

vention systems within the Group.

• Ensuring the accuracy and comparability of sustain-

ability-related information, including disclosures on

climate change, aligning them with financial reporting

standards.

• Overseeing the Group’s cybersecurity strategy to ensure

its robustness and adherence to best practices.

Internal Controls and

Risk Management

While the Board holds ultimate responsibility for the

Group’s internal controls, it has delegated oversight of

these systems to the Audit Committee. This ensures the

IDH Annual Report 2025

120

Other Activities of

the Audit Committee

At its meetings during the period under review, the Com-

mittee has also:

• Monitored the integrity of other statements and an-

nouncements relating to its financial performance,

reviewing and challenging the methodology and assump-

tions used where necessary.

• Reviewed the adequacy and security of the Group’s pro-

cedures and controls for whistleblowing; the detection of

fraud and the prevention of bribery.

• Considered and make recommendations to the Board on

the appointment, reappointment, removal or resignation

and remuneration of the external auditors.

• Overseen the relationship with the Group’s external

auditors including consideration of the objectivity and

independence of the external audit process.

Internal Audit

The Head of Internal Audit reports directly to the Commit-

tee on matters related to Internal Audit and has the oppor-

tunity to discuss matters with the Committee without other

members of management present. The Committee also

monitors the resources dedicated to Internal Audit as well

as the relevant qualifications and experience of the team.

Throughout the year, the Committee received regular

reports from Internal Audit on the progress against the

approved Internal Audit Plan and on the audits themselves,

including significant findings as well as the corrective

measures recommended to management. The Committee

also reviewed and monitored management’s responsive-

ness to the corrective measures and found that, in general,

management agreed to the recommendations where control

deficiencies were identified, and used them as a basis to im-

prove processes. Implementation of the remedial actions is

reviewed by Internal Audit and reported to the Committee.

The Committee also reviewed the Head of Internal Audit’s

proposals to enhance the effectiveness of the Internal Audit

function and to raise its profile across the Group.

The processes described above ensures that the effective-

ness of the controls is reviewed on an ongoing basis, and

the Committee are pleased to report that no significant

weaknesses in our risk management processes or internal

controls were identified this year.

Internal Audit

Effectiveness

The Committee fulfils its responsibility to review the effec-

tiveness of the Internal Audit department by considering,

challenging and agreeing the proposed annual audit plan. In

doing so, it ensures that the plan takes appropriate account

of the Committee’s and management’s assessment of areas

the present significant risk or where business processes might

be improved, updates to Group strategy, and changes in the

Group’s business and the external environment, and findings

of the previous year. Because of this process, the Commit-

tee believes that the Internal Audit function is effective and

respected by management. The Committee has endorsed a

plan proposed by the Head of Internal Audit to conduct both

internal and external assessments of the Internal Audit func-

tion, aiming to ensure the quality and professionalism of the

Group’s internal audit services

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

121

Significant Accounting and Financial

Judgement Matters Considered

Below is a summary of matters where the most material judgements have been made in relation to reporting in 2025:

Going concern

Acquisition of Cairo Ray

Fair, balanced and understandable reporting

On an annual basis, the Committee reviews management’s assessment of the Group’s ability to continue as a

going concern of the Group. The Committee satisfied itself that the going concern basis adopted in the prepa-

ration of the Group’s financial statements remains appropriate.

The going concern assessment was based on the Group’s latest financial forecasts and operating assumptions,

including expected investment activity, realisations, overheads, financing cash flows and dividend expecta-

tions. In performing its review, the Committee considered the Group’s liquidity position, available financing

facilities and forecast compliance with relevant covenants over the period under review.

Based on the review, the Committee concluded that the Group has a reasonable expectation of continuing

in operation and meeting its liabilities as they fall due over the relevant assessment periods. The Committee

therefore recommended the Going Concern assessment to the Board for approval.

The valuation of the Cairo Ray acquisition was a significant accounting judgement for the Committee during the

year. At the reporting date, the Committee received updates from management and from the external auditor re-

garding the approach that has been taken in assessing and auditing, respectively, the key estimates and judgments

in respect of its valuation. The Committee has discussed the transaction and all related aspects, including strategy,

valuation and accounting treatment in depth, which has allowed it to debate and challenge the approach taken. The

discussions included consideration of the macro-environment and relevant industry metrics where available.

Following this review, the Committee was satisfied that the valuations applied were reasonable and that the

related disclosures—including judgements and sensitivities—appropriately reflected the acquisition.

Under the UK Corporate Governance Code, the Board should establish arrangements to ensure the Annual

Report presents a fair, balanced and understandable assessment of the Group’s position and prospects. It has

asked the Committee to support it in coming to that conclusion. In making this assessment, the Committee:

• satisfied itself that there was a robust process of review and challenge at different levels within the Group to

ensure balance and consistency;

• reviewed several drafts of the Annual Report and Financial Statements and reviewed the overall messages

and tone of the Annual Report and Financial Statements with the Chair and CEO, and the CFO; and

• considered the reporting of the Group’s performance, business model and strategy, the competitive landscape in

which it operates, the significant risks it faces, the progress made against its strategic objectives and the progress

made by, and changes in fair value of, its portfolio companies during the period, from management.

After consideration of all this information, the Committee was satisfied that, when taken as a whole, the An-

nual Report is fair, balanced and understandable, and provides the information necessary for shareholders to

assess the Group’s performance, business model and strategy.

IDH Annual Report 2025

122

External Auditors

Independence and

Reappointment

PricewaterhouseCoopers LLP (“PwC”) served as the

Group’s external auditors in 2025. Oversight of the rela-

tionship between the Group and the external auditors

is one of the Committee’s key responsibilities. PwC was

appointed by the Board as the statutory auditors in 2021,

following a competitive tender process, and was re-ap-

pointed by shareholders at the 2025 AGM. The Commit-

tee assessed PwC’s independence and concluded that it

remained unaffected throughout the year.

The Committee has an established framework for assess-

ing the effectiveness of the external audit process. This

includes:

• considering reports from the auditors on the process

they have adopted to identify financial statements risks

and key areas of audit focus;

• regular communications with the external auditors

(without management present) and management (with-

out the external auditors present);

• a review of the final audit report, noting key areas of

auditors’ judgement and the reasoning behind the con-

clusions reached;

• a review of the annual FRC Audit Quality Inspection

Report of the external auditors; and

• review of the audit plan

The Committee concurred with management’s view that

there had been appropriate focus and challenge of the pri-

mary areas of audit risk and the Committee concluded that

the substantive and detailed approach taken by the auditor

swas entirely appropriate and effective.

The Committee was able to see first-hand how the auditors

challenged management on their assumptions used when

determining valuations at the year-end Committee meet-

ing, when PwC was in attendance. PwC utilised in-house

specialists to support its audit work of the Group and,

overall, the auditors’ risk-based approach drew on both

their knowledge of the business and the wider economic

and business environment.

As a result of lead audit partner rotation, the Committee

noted that this is the last fiscal year for David Teager to

serve as the audit partner. Daniel Brew will take over as

audit partner for the 2026 financial year.

The Committee has undertaken a formal assessment of

PwC’s independence, which included a review of a report

from PwC describing their arrangements to identify, report

and manage any conflicts of interest, and their policies and

procedures for maintaining independence and monitoring

compliance with relevant requirements; and the value of

non-audit services provided by PwC. PwC has reviewed its

own independence in line with the FRC’s Ethical Stand-

ards for auditors, other professional standards, and its own

ethical guideline standards. PwC has confirmed that they

believe they remained independent throughout the year

from the date of their re-appointment at the 2025 AGM,

within the meaning of the regulations on this matter and

in accordance with their professional standards. PwC has

provided the Committee with details of the safeguards in

place which include a culture of regular training, inter-

nal accountability, and independent review controls. The

Audit Committee reviewed the work completed by the ex-

ternal auditors. The Audit Committee confirms that during

2025, PwC audit fees amounted to EGP 80.5 million (2024:

EGP 72.1 million). No non-audit fees were paid during

2025 (2024: EGP 0).

Following a review of PwC’s performance and independ-

ence, the Committee recommended to the Board the re-ap-

pointment of PwC as the Group’s external auditors for 2026.

A resolution for their reappointment will be presented to

shareholders at the upcoming Annual General Meeting.

Whilst not governed by the requirements of the Statutory

Audit Services Order 2014, issued by the Competition and

Markets Authority (“CMA Order”), a voluntary audit ten-

der and rotation in line with CMA Order will be carried out

at least every ten years. The Company will therefore carry

out a rotation and tender no later than in respect of the

financial year ending 2031.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

123

Effectiveness

During the year, the Board carried out an internally facilitat-

ed Board effectiveness review of its performance and that of

its committees. This review confirmed that the Committee

continued to operate at an appropriate standard.

Recommendation

The Audit Committee has reviewed the annual audit pro-

cess and financial statements. At its meeting on 16 April

2026, the Committee concluded that the financial state-

ments for the year ended 31 December 2025 provide a true

and fair view of the Group’s performance. The Committee

recommends that the Board approve the financial state-

ments and present them to shareholders at the forthcom-

ing Annual General Meeting.

Yvonne Stillhart

Chair, Audit Committee

16 April 2026

IDH Annual Report 2025

124

Remuneration Committee

Report

In this report from the Remunera-

tion Committee (the “Committee”),

I outline on behalf of my colleagues

and myself the basis on which Di-

rectors and select members of senior

management will be remunerated

for their service in 2026. A detailed

discussion of the basis on which the

aforementioned (as well as one key

member of senior management)

were remunerated for their service

in 2025 appears below.

Hussein Choucri

Chair, Remuneration Committee

At the date of this report, the following were members of the Committee:

Name Nomination

Hussein Choucri

Dan Olsson

Yvonne Stillhart

Committee Member

Chair of the Committee

Committee Member

Our Board Chair, Lord St John of

Bletso, is entitled to receive an annual

salary of USD 115,000. Non-Execu-

tive Directors Hussein Choucri, Dan

Olsson, Yvonne Stillhart and Richard

Phillips, have been engaged by the

Group under letters of appointment.

Hussein Choucri, Dan Olsson and

Yvonne Stillhart are entitled to an

annual fee of USD 71,500, with an

additional fee of USD 5,000 payable

to the Chair of the Audit Committee.

Richard Philips does not receive any

fee from the Group for his role as a

representative of Actis LLP.

The Chair and Non-Executive Direc-

tors are all entitled to the reimburse-

ment of reasonable expenses.

Role of the

Remuneration

Committee

The purpose of the Remuneration

Committee is to assist the Board in

fulfilling its oversight responsibili-

ties related to the remuneration of

Executive Directors and employees of

the Group. Its responsibilities include

overseeing all remuneration matters

across the Group ensuring alignment

with long-term shareholder interests

and Company culture.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

125

Activities of the Remuneration Committee

The Committee reviewed the remuneration arrangements of the Chairman and Directors of the Company, as well as

senior management.

Remuneration of Directors in 2025 (Audited)

Figures in EGP

Base Salary /

Fees 2025

Base Salary /

Fees 2024

Annual

Bonus

2025

Annual

Bonus

2024

Total 2025 Total 2024

Executive Director

Dr. Hend El Sherbini 29,081,418 24,654,600 - 450,000 29,081,418 25,104,600

Sherif El Zeiny 19,111,561 16,350,104 - 19,111,561 16,350,104

Non-Executive Director

Lord St John of Blesto 5,641,137 4,553,441 - - 5,641,137 4,553,441

Hussein Choucri 3,507,316 2,959,740 - - 3,507,316 2,959,740

Dan Olsson 3,507,316 3,168,463 - - 3,507,316 3,168,463

Yvonne Stillhart 3,752,583 2,959,740 - - 3,752,583 2,959,740

Total Directors 64,601,331 54,646,088 - 450,000 64,601,331 55,096,088

There are no taxable benefits, corporate pensions or long-term incentive plans for the Company’s directors.

Average USD:EGP exchange rate was 49.05 during 2025.

BOD members are not eligible for profit share distributions.

In this report from the Remuneration Committee

(the “Committee”), I outline on behalf of my

colleagues and myself the basis on which Directors

and select members of senior management will be

remunerated for their service in 2026.

IDH Annual Report 2025

126

Remuneration Consultants

The Company did not engage the services of an external remuneration consultant during the period under review.

Payments for Loss of Office and Payments

to Past Directors

Compensation will not be made upon early termination of appointment. No payment has been made to any former Di-

rector for loss of office and there were no payments for past Directors in the year ended 31 December 2025.

Effectiveness

During the year, the Board carried out an internally facilitated Board effectiveness review of its performance and that of

its committees. This review confirmed that the Committee continued to operate at an appropriate standard.

The purpose of the Remuneration Committee

is to assist the Board in fulfilling its oversight

responsibilities related to the remuneration of

Executive Directors and employees of the Group.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

127

Directors’ Shareholding and

Share Interests (Audited)

The beneficial interests of the Directors in the ordinary shares of the Group are set out below.

Ordinary shares

held at 16 April

2026

Ordinary shares

held at 31

December 2025

Shareholding

held at 31

December 2025

Ordinary shares

held at 31

December 2024

Executive Director

Dr. Hend El Sherbini* 162,445,383 162,445,383 27.94% 162,445,383

Sherif El Zeiny - - - -

Non-Executive Director

Lord St John of Blesto 50,000 50,000 0.009% 50,000

Hussein Choucri - - - -

Dan Olsson - - - -

Richard Henry Phillips** 126,000,000 126,000,000 21.67% 126,000,000

Yvonne Stillhart 230,000 230,000 0.038% 230,000

* Held through HENA HOLDING LTD.

** As representative of ACTIS IDH LTD. The ownership of Actis IDH Limited has been transferred after the year end as detailed in the post balance sheet

events section within the Directors’ Report.

Hussein Choucri

Chairman, Remuneration Committee

16 April 2026

IDH Annual Report 2025

128

Nomination Committee

Report

Lord St John of Blesto

Chair, Nomination Committee

The Nomination Committee (the

“Committee”) met twice during

the year under review and received

detailed updates from management

in respect of several key initiatives as

well as continuing to review succes-

sion planning on both the Board and

senior management levels, promoting

diversity within its ranks, and ensur-

ing the appropriate size and structure

of the Board of Directors to ensure its

effectiveness. In this report, I outline

the key responsibilities and initiatives

taken by the Committee to this end.

At the date of this report, the following were members of the Committee:

Name Nomination

Lord St John of Bletso

Hussein Choucri

Dan Olsson

Committee Member

Chair of the Committee

Committee Member

Activities for the

Nomination Committee

• Received detailed presentations from the Group Chief People and Culture

Officer and management in respect of the Culture Transformation Program

and HR Digital Transformation;

• Reviewed the structure, size, and composition of the Board and its committees.

• Considered the independence of the Directors.

• Reviewed the Director skills matrix.

• Agreed on the internal effectiveness review of the Board and its committees,

facilitated by the Company Secretary.

• Considered the Board and Senior Management succession plans.

• Recommended the re-appointment of Directors at the 2026 Annual General

Meeting to the Board.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

129

Role of the

Nomination

Committee

• Regularly reviewing the structure,

size, and composition (including

the skills, knowledge, experience,

and diversity) of the Board and its

Committees and making recom-

mendations to the Board when

appropriate.

• Leading the process for new ap-

pointments to the Board.

• Ensuring orderly succession

planning to both the Board and

the senior management team

and reviewing it at least on an

annual basis.

• Supporting the development of a

diverse pipeline for succession.

• Ensuring that there is a rigorous

annual evaluation of the perfor-

mance of the Board, its Commit-

tees, the Chair, and Individual

Directors.

Succession

Planning:

Board Level

The Committee reviewed the ten-

ure of the Non-Executive Directors,

recognising that the Chair and two

Non-Executive Directors had served

on the Board for ten years. The Com-

mittee also considered the tenure of

a third Non-Executive Director who

had served on the Board for ten years

but was never Independent as they

represent a major shareholder in the

Company. The Committee sought the

views of the Executive Directors, in

conjunction with the feedback provid-

ed in the annual Board effectiveness

review. It was considered that the

Group was at a key stage in its strate-

gic initiatives, which would be best

served with a stable and knowledgea-

ble Board and, as a result, the Com-

mittee recommended to the Board

that no changes would be proposed to

the current Board composition.

Succession

planning:

Senior

Management

During the year, the Committee

received detailed updates from the

HR function in respect of succession

planning at executive and senior

management level.

The Nomination Committee (the “Committee”) met

twice during the year under review and received

detailed updates from management in respect of

several key initiatives as well as continuing to review

succession planning on both the Board and senior

management levels, promoting diversity within its

ranks, and ensuring the appropriate size and structure

of the Board of Directors to ensure its effectiveness.

IDH Annual Report 2025

130

Diversity

The Committee recognises that in or-

der for the Board to discharge its fidu-

ciary duties, members should possess

a broad range of social, educational,

and professional backgrounds, as well

as bring along different skills, experi-

ences, and cognitive strengths.

By consistently monitoring the diversity

of our workplace with a strict focus on

merit, and while employing an objec-

tive set of criteria, we ensure our ability

to effectively compete in the world’s

increasingly diverse marketplace.

Our disclosures and statement on the

diversity of our Board, senior Board

positions, and executive manage-

ment in compliance with UK Listing

Rule UKLR 6.6.6 R(10) are set out

below. The Listing Rule sets the fol-

lowing targets:

• At least 40% of the Board are women;

• At least one of the senior Board

positions (Chair, Chief Executive

Officer (CEO), Senior Independent

Director (SID), or Chief Financial

Officer (CFO) is a woman; and

• At least one member of the Board is

from a minority ethnic background

(which is defined by reference to

the categories recommended by

the Office of National Statistics

(ONS) as coming from a nonwhite

ethnic background).

The tables below show the data

required to be presented by the UK

Listing Rule 6 Annex 1. While the

Group is not currently in compliance

with the 40% of the Board are women

target, we believe that we currently

have the right people fulfilling these

executive roles, based on professional

background and experience.

While we endeavour to meet the UK

Listing Rule’s obligations, we believe

that the composition of the Board

should be driven by the specific needs

and skill gaps of the Group, and we

continuously review our position on

the matter. Meanwhile, the Board is

committed to improving diversity in

the workforce and will continue to

consider the matter as a key pillar in

its succession planning and recruit-

ment process.

Board and Senior Management

Composition by Gender

Number of

members

Percentage

of the Board

Number of senior

positions on the Board

(CEO, CFO, and Chair)

Number in

executive

management

Percentage

of executive

management

Men 5 71.43% 2 6 55%

Women 2 28.57% 1 5 45%

Gender Representation

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

131

Board and Senior Management

Composition by Ethnic Background

Number of

members

Percentage

of the Board

Number of senior

positions on the Board

(CEO, CFO, and Chair)

Number in

executive

management

Percentage

of executive

management

White British

or other White

(including

minority white

groups)

4 57.14% 1 - -

Other ethnic

groups,

including Arab

3 42.86% 2 11 100%

Notes:

1. All data is at 31 December 2025.

2. Executive management is represented by all direct reports of the Chief Executive Officer in non-administrative

roles. The role of the Company Secretary is excluded as the role is outsourced to an external service provider.

3. Data is collected via self-reporting.

Ethnic Representation

Effectiveness

During the year, the Board carried out an internally facilitated evaluations of

its performance and that of its committees. This evaluation confirmed that the

Committee continued to operate at an appropriate standard.

Shareholder Engagement

The Company is committed to ongoing shareholder dialogue and any views

expressed by shareholders on the fees being paid to Directors.

Lord St John of Bletso

Chair of the Nomination Committee

16 April 2026

IDH Annual Report 2025

132

The statements and reviews on pages 24 to 61 comprise the Strategic Report,

which contains certain information that is incorporated into this Directors’

Report by reference, including indications as to the Group’s likely future busi-

ness developments.

Directors

The Directors who held office as at 31 December 2025 and up to the date of this

report are set out on pages 106 to 109, along with their biographies. The remuner-

ation of the Board of Directors is set out in the Remuneration Report on page 124.

Directors’ and Officers’

Liability Insurance and

Indemnification of Directors

Subject to the conditions set out in the Companies (Jersey) Law 1991 (as amend-

ed), the Group has arranged appropriate Directors’ and Officers’ liability in-

surance to indemnify the Directors against liability in respect of proceedings

brought by third parties. Such provisions remain in force at the date of this report.

Principal Activities

The Group’s principal activity is the provision of medical diagnostics services.

An overview of the Group’s principal activities is an integral component of the

Strategic Review included in this Annual Report beginning on page 22.

Business Review and

Future Developments

A review of the development and performance of the Group’s business forms an

integral part of this Annual Report in different sections, including the Message

from the Chair (pages 6 to 7), Chief Executive’s Report (pages 24 to 29), Stra-

tegic Report (beginning page 22), and particularly the Performance section

(beginning on page 62). Financial statements for 2025 appear in the Audited

Financial Statements (starting on page 138).

Results and Dividends

The Group’s Results for 2025 are set out in the Audited Financial Statements starting

on page 138. Information on dividends paid throughout the year are found on 79.

Directors’ Report

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

133

Principal Risks and

Uncertainties

The principal risks and uncertainties that may affect IDH’s business, as well as

their potential mitigants, are outlined on pages 52 to 59 of this Annual Report.

Share Capital

As at 31 December 2025 and the date of signing of this Annual Report the Com-

pany’s issued share capital consisted of 581,326,272 ordinary shares, each with

a nominal value of USD 0.25. Further details of the Company’s share capital can

be found in Note 20 to the Group Consolidated Financial Statements.

Post Balance Sheet Events

As announced on 13 November 2025 by the Company, Actis GP LLP and Actis

Guernsey GP Limited, each, a subsidiary of Actis LLP and which through funds un-

der their management control shares representing 21.67% of the Company (the “Actis

Shareholding”), have agreed to dispose, by way of an indirect share sale of Actis IDH

Limited, of the entire Actis Shareholding to a special purpose vehicle, the majority of

which is controlled by funds managed by Elliott Investment Management L.P. (the

“Transaction”), of whom the ultimate beneficial owner is Paul Singer.

The Transaction was conditional on the receipt of regulatory clearance, which was

received on 31 March 2026, at which point the transfer became unconditional, and

was completed on Thursday 9 April 2026.

Substantial Share Holdings

As at 31 December 2025, the Company ascertained from its own analysis that the

following held interests of 3% or more of the voting rights of its issued share capital:

Shareholder

Number of

Voting Rights

% of Voting

Rights

HENA HOLDINGS LTD 162,445,383 27.94

ACTIS IDH LTD* 126,000,000 21.67

World Bank Group 34,755,198 5.98

Frontier Capital 337 33,734,299 5.80

Coronation Holdings 27,826,330 4.79

Oddo BHF Asset Mgt 24,906,488 4.28

Mutima Capital Mgt 23,904,486 4.11

Fidelity Mgt & Research 19,823,363 3.41

*The ownership of Actis IDH Limited has been

transferred after the year end as detailed in the

post balanced sheet events section within this

report.

IDH Annual Report 2025

134

The Directors certify that there are no issued securities that carry special

rights with regard to control of the Company. There are similarly no restric-

tions on voting rights. Chief Executive Officer Dr. Hend El-Sherbini and her

mother, Dr. Moamena Kamel, jointly hold the shares held by Hena holdings,

which include the described voting rights. The Company has not been in-

formed of any changes to the above interests between 31 December 2025 and

the date of this Report.

Corporate Responsibility

The Group’s report on Corporate Social Responsibility is set out on pages 98 to 103.

Corporate Governance

The Group’s report on Corporate Governance is on pages 110 to 117.

Articles of Association

The Company’s Articles of Association set out the rights of shareholders, includ-

ing voting rights, distribution rights, attendance at general meetings, powers of

Directors, proceedings of Directors, as well as borrowing limits and other gov-

ernance controls. A copy of the Articles of Association can be requested from the

Group Company Secretary.

The Articles of Association may be amended by members of the Company via

special resolution at a General Meeting of the Company. The Company is not

seeking any amendments at the forthcoming annual general meeting.

Rules on the Appointment

and Replacement of Directors

Rules on the appointment and replacement of Directors are set out in the Group’s

Articles of Association, a copy of which may be requested from the Group Compa-

ny Secretary.

Conflicts of Interest

No Directors took on additional significant commitments during the year that

impacted their ability to perform their duties. No contract with the Compa-

ny or any subsidiary undertaking of the Company in which any Director was

materially interested existed at the end of the financial year.

Political Donations

The Group made no political donations in 2025 (2024: nil).

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

135

Financial Instruments

The Group’s principal financial instruments comprise cash balances, balances

with related parties, trade receivables and payables, and other payables and

receivables that arise in the normal course of business. The Group’s financial

instruments, risk management objectives, and policies are set out in Note 4 and

Note 6 to the Financial Statements.

Employees

The Group has two (2) Executive Directors, namely the Group Chief Executive,

Dr. Hend El Sherbini, and the Group Chief Financial Officer and Vice Presi-

dent of Finance and Strategies, Sherif El Zeiny, as identified in the Corporate

Governance section. Their biographical information appears on page 106 of

this Annual Report, and their compensation is reported in the Remuneration

Committee Report on page 125. IDH has service agreements with the Group

Chief Executive and with the Group Chief Financial Officer and Vice President

of Finance and Strategies. Dr. Hend El Sherbini leads the Company’s Executive

Committee, which also includes all heads of departments and meets every

second week to review and discuss performance, priorities, and upcoming

events in light of the Group’s strategic plans. In view of the Company’s regional

growth plans, IDH is committed to building out its senior management team

in preparation for a larger footprint. The Group and its subsidiaries employed

an average of 7,137 employees during 2025 (2024: 6,309) across Egypt, Jordan,

Sudan, Saudi Arabia, and Nigeria.

Creditor Payment Policy

Individual subsidiaries of the Group are responsible for agreeing on the terms

and conditions under which business transactions with their suppliers are con-

ducted. It is the Group’s policy that payments to suppliers are made in accord-

ance with all relevant terms and conditions.

Going Concern

On 31 December 2025, the Group had cash and cash equivalent balance plus

treasury bills / deposits minus borrowing amounting to KEGP 1,662,459. The

Directors have considered a number of downside scenarios, including the most

severe but plausible scenario, for a period of 16 months from the signing of the fi-

nancial statements. We have conducted multiple sensitivity analysis to assess the

impact of inflationary pressures and potential currency evaluation for the next

16 months. We did not consider the Biolab put option since it is not plausible

that the option will be exercised refer to (note 24). We assume that dividends are

expected to be paid during the period for which going concern is being assessed

or those in respect of merger and acquisition ‘M&A’ activity. Under all of these

scenarios, there remains significant headroom from a liquidity and covenant

perspective. Therefore, the Directors believe the Group has the ability to meet its

liabilities as they fall due throughout the going concern period and the use of the

going concern basis in preparing the financial statements is appropriate.

IDH Annual Report 2025

136

Statement of Directors’

Responsibilities

The Directors are responsible for preparing the Annual Report and the financial

statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare financial statements for each

financial year. Under that law, the Directors have prepared the Group financial

statements in accordance with International Financial Reporting Standards

(IFRSs) as adopted by the European Union.

Under Company law, Directors must not approve the financial statements un-

less they are satisfied that they give a true and fair view of the state of affairs of

the Group and of the profit or loss of the Group for that period. In preparing the

financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable IFRSs as adopted by the European Union have been

followed, subject to any material departures disclosed and explained in the

financial statements;

• make judgements and accounting estimates that are reasonable and pru-

dent; and

• prepare the financial statements on the going concern basis, unless it is in-

appropriate to presume that the Group will continue in business.

The Directors are responsible for safeguarding the Group’s assets and, hence,

for taking reasonable steps for the prevention and detection of fraud and

other irregularities.

The Directors are also responsible for keeping adequate accounting records

that are sufficient to show and explain the Group’s transactions and disclose

with reasonable accuracy at any time the financial position of the Group and

enable them to ensure that the financial statements comply with the Compa-

nies (Jersey) Law 1991.

The Directors are responsible for the maintenance and integrity of the Group’s

website. Legislation in the United Kingdom governing the preparation and dissem-

ination of financial statements may differ from legislations in other jurisdictions.

Directors’ Confirmations

Each of the Directors, whose names and functions are listed in the Board of Directors

section of the Annual Report, confirms that, to the best of their knowledge:

• the Group financial statements, which have been prepared in accordance

with IFRSs as adopted by the European Union, give a true and fair view of

the assets, liabilities, financial position, and profit of the Group; and

• the Financial and Operational Review includes a fair review of the develop-

ment and performance of the business and the position of the Group, to-

gether with a description of the principal risks and uncertainties that it faces.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

137

In the case of each Director in office at the date the Directors’ Report is ap-

proved:

• as far as the Director is aware, there is no relevant audit information of which

the Group’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a Director in

order to make themselves aware of any relevant audit information and to

establish that the Group’s auditors are aware of that information.

We consider the Annual Report taken as a whole to be fair, balanced and

understandable, and provides the information necessary for shareholders to

assess the Company’s position and performance, business model and strategy.

Annual General

Meeting (AGM)

The Company will hold its next AGM on 19 May 2026 in London, UK. The Board

remains keen to encourage engagement with shareholders. To that end, the Di-

rectors would like to invite questions from shareholders in advance of and during

the AGM. Should shareholders wish to submit questions to the Board prior to the

deadline for proxy voting, they can do so, and these will be responded to on an

individual basis. In addition, the Board will offer shareholders the opportunity to

dial into the AGM, at which time they can also submit questions to the Board.

Details of the AGM are included in the Notice of Meeting that accompanies this

Annual Report, and which is available on our website.

At the AGM, all of the Group’s Directors will retire and submit themselves for

re-election.

The outcome of the voting at the AGM will be announced by way of a Lon-

don Stock Exchange announcement, and full details will be published on the

Group’s website shortly after the AGM.

Auditors

PwC have confirmed their willingness to act as the Company’s external auditors,

and a separate resolution will be proposed at the forthcoming AGM concerning

their re-appointment and to authorise the Board to agree their remuneration.

By order of the Board,

Dr. Hend El Sherbini

Executive Director

16 April 2026

IDH Annual Report 2025

138

Independent Auditors’ Report 140

Consolidated Financial Statements 150

Notes to the Consolidated Financial Statements 155

V. Financial Statements

IDH Annual Report 2025

USD 4.9MN EGP 2.17

Dividend declared for 2025 Earnings per share for 2025

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

139

IDH Annual Report 2025

140

Independent auditors’ report

to the members of Integrated

Diagnostics Holdings plc

Report on the audit of the financial statements

Opinion

In our opinion, Integrated Diagnostics Holdings plc’s group financial statements:

• give a true and fair view of the state of the group’s affairs as at 31 December 2025 and of its profit and cash flows for the

year then ended;

• have been properly prepared in accordance with International Financial Reporting Standards as adopted in the Europe-

an Union; and

• have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

We have audited the financial statements, included within the Annual Report, which comprise:

• the consolidated statement of financial position as at 31 December 2025;

• the consolidated income statement for the year then ended;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of cash flows for the year then ended;

• the consolidated statement of changes in equity for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory infor-

mation.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.

Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial

statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to pro-

vide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities in

accordance with the requirements of the Crown Dependencies’ Audit Rules and Guidance for market-traded companies,

and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were

not provided.

We have provided no non-audit services to the company or its controlled undertakings in the period under audit.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

141

Our audit approach

Context

Integrated Diagnostics Holdings plc (“IDH”) is a company incorporated in Jersey with shares listed on the London Stock

Exchange (“LSE”). PricewaterhouseCoopers LLP (“PwC UK”) are appointed to audit the consolidated financial statements

of IDH for the purposes of the requirements of the LSE and Jersey Law. All trading operations of IDH are outside of the UK

(generally in the Middle East and Africa). Therefore the role of PwC UK is predominantly that of a group auditor with other

PwC network firms acting as component auditors.

Overview

Audit scope

• Components were considered to be individual legal entities within the group. Full scope audits were performed on 4 sig-

nificant components. The four components included the 3 main trading subsidiary companies in Egypt and the trading

subsidiary company in Jordan. These were selected due to their relative size.

• Additional testing included audits of certain FSLIs of other components related to FSLIs to increase the level of audit

coverage obtained.

• Procedures over the consolidation, central areas including impairment testing, The Annual Report and consolidated

financial statements were all performed by the group auditor.

Key audit matters

• Accuracy of revenue recognised from customers

• Fair value of assets acquired as part of a business combination

Materiality

• Overall materiality: EGP 103,920,000 (2024: EGP 58,821,000) based on 5% of adjusted profit before tax which excludes

the impact of non-recurring items.

• Performance materiality: EGP 77,940,000 (2024: EGP 44,115,750).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit

of the financial statements of the current period and include the most significant assessed risks of material misstatement

(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit

strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any

comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

IDH Annual Report 2025

142

This is not a complete list of all risks identified by our audit.

Fair value of assets acquired as part of a business combination is a new key audit matter this year. Otherwise, the key audit

matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Accuracy of revenue recognised from customers

The Group earns revenue from health diagnostics

related activities. There is an inherent risk around

the accuracy of revenue recorded from the servic-

es rendered, as revenue consists of a high volume

of transactions involving different products, ser-

vices and pricing mechanisms. Consequently, a

significant portion of our audit effort was directed

towards testing the accuracy of revenue. Refer to

the following notes to the consolidated financial

statements for further details: Note 4: Material

accounting policy information and other explan-

atory information Note 7: Revenue

We performed audit procedures over this area, which included a

combination of tests of controls and substantive procedures as de-

scribed below:

• We obtained an understanding of the various significant reve-

nue streams and identified the relevant controls, IT systems, and

reports.

• We assessed the Group’s revenue accounting policies, including

any key judgments and estimates applied by management in con-

sideration of the requirements of IFRS 15.

• We performed manual controls testing and substantive procedures,

to verify accuracy of revenue. This included testing the end-to-end

reconciliations of data records extracted from the source system to

the cash/credit balances ledger.

• We used data analytic tools to substantiate the accuracy of the total

value of the revenue recorded utilising price lists as supporting

evidence.

• We performed a reconciliation between revenue transactions and

cash collected and selected a sample of the revenue transactions

and tested their accuracy and validity to underlying source docu-

mentation.

• We also assessed the adequacy of the Group’s disclosures in the

consolidated financial statements with respect to revenue.

Based upon the procedures performed above we concluded that

sufficient and appropriate audit evidence was obtained in relation to

this risk.

Independent auditors’ report

to the members of Integrated

Diagnostics Holdings plc

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

143

Key audit matter How our audit addressed the key audit matter

Fair value of assets acquired as part of a business

combination

During the year ended 31 December 2025 the

Group purchased the assets held by Cairo Ray.

As part of the agreement the Group acquired the

fixed assets of the entity, as well as the customer

lists and staff. Management accounted for this

acquisition as a business combination under

IFRS 3. The fair value of the assets acquired was

determined by management with the support of

an expert. Refer to note 3. ii) for further details on

the acquisition.

We performed audit procedures in relation to the acquisition as de-

scribed below:

• We reviewed the agreement for the purchase and confirmed it was

appropriate to account for the acquisition in line with IFRS 3.

• We agreed the purchase price to bank statements and the consider-

ation within the agreement.

• We audited the valuation of the physical assets recognised with the

support of internal experts.

• We considered the value of comparable properties to assess the

value of the property calculated by management.

• We obtained supporting evidence for the value of the equipment

based on current market prices and reviewed the calculation to

determine its current fair value based on its age and condition.

• We considered management’s evaluation of whether any additional

assets ought to be recognised on the acquisition, such as customer

related intangibles and concurred with management’s view that no

amounts ought to be recognised.

• We reviewed the calculation of the bargain gain and recognition of

this within the income statement.

Based upon the procedures performed above we concluded that sufficient

and appropriate audit evidence was obtained in relation to this risk.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the group, the accounting processes and controls, and the indus-

try in which it operates.

IDH is headquartered in Egypt, where the finance team manages the group operations and those of the Egyptian subsid-

iaries. Jordan is the largest non-Egyptian operation. There are other operations in Sudan, Nigeria and Saudi Arabia. All of

those operate under common systems and controls, but with separate local management and finance teams reporting into

the Egyptian head office team.

Components were considered to be individual legal entities within the group. Full scope audits were performed on 4

significant components. The four components included the 3 main trading subsidiary companies in Egypt and the trading

subsidiary company in Jordan. We also performed testing of large balances in other entities.

IDH Annual Report 2025

144

We visited the component team in Egypt given the significance of the operations in this territory as well as having regular

video calls with both the Egyptian and Jordan teams through the course of the audit.

For each individual Financial Statement Line Item (“FSLI”) we considered if sufficient coverage was obtained. Based upon

this final assessment no other areas were brought into the scope of our audit.

Analytical review procedures were performed for some of the entities within the group as well as enquiries of management

being performed. We also considered if any other risk criteria would result in additional areas being included within the

scope of our audit. We concluded that, based upon the coverage obtained and our understanding of the group, that no

further components or balances were included in our scope.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on

the group’s financial statements, and we remained alert when performing our audit procedures for any indicators of the

impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s finan-

cial statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materi-

ality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing

and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the

effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall group materiality EGP 103,920,000 (2024: EGP 58,821,000).

How we determined it 5% of adjusted profit before tax which excludes the impact of non-recurring

items.

Rationale for benchmark applied We believe this benchmark is the key measure used by the shareholders and

management in assessing the performance of the group. It is widely accepted to

use a profit based benchmark when assessing materiality for listed groups.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiali-

ty. The range of materiality allocated across components was between EGP 66,253,200 and EGP 38,066,400. Certain compo-

nents were audited to a local statutory audit materiality that was also less than our overall group materiality.

Independent auditors’ report

to the members of Integrated

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Strategic ReportIntroduction Performance Corporate Governance Financial Statements

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We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected

and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the

scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for

example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting

to EGP 77,940,000 (2024: EGP 44,115,750) for the group financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assess-

ment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal

range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above EGP

5,196,000 (2024: EGP 2,941,050) as well as misstatements below that amount that, in our view, warranted reporting for qual-

itative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s ability to continue to adopt the going concern basis of accounting

included:

• Discussing with management and those charged with governance the performance in 2025, the budgets for 2026 and

beyond and the performance in the 2026 financial year to date. These discussions included the impact of current events

on management’s forecasts and the key drivers behind any expected changes to the current level of performance;

• Comparing the forecast profits and cashflows to the latest approved budgets and considering actual results achieved

in the year to date and sought evidence for any unexpected trends. We considered the level of underperformance that

would need to occur before there would be insufficient facilities.

• Validating management’s assessment of available cash and debt facilities to bank confirmations and committed debt

facilities, including recalculating covenants and considering compliance with covenants or ability to repay borrowings if

required, based on management’s forecasts;

• Considered the plausible but severe downsides included in management’s model for reasonableness based upon our

understanding of the group and the likelihood of significant one off payments arising, such as settlement of option pay-

ments;

• Testing the accuracy of the model containing management’s forecasted future financial performance and cashflows;

• Considering the macroeconomic environment of the territories in which the group operates in and the impact this

could have on performance and cash flows; and

• Reviewing the disclosures made within the Annual Report for consistency with our audit work and compliance with the

respective legal and accounting requirements.

IDH Annual Report 2025

146

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions

that, individually or collectively, may cast significant doubt on the group’s ability to continue as a going concern for a period

of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s

ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our

auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements

does not cover the other information and, accordingly, we do not express an audit opinion or, any form of assurance there-

on.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained

in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to report

based on these responsibilities.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and

Directors’ report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in

accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we did

not identify any material misstatements in the Strategic report and Directors’ report.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of directors’ responsibilities, the directors are responsible for the preparation of

the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair

view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

Independent auditors’ report

to the members of Integrated

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Strategic ReportIntroduction Performance Corporate Governance Financial Statements

147

In preparing the financial statements, the directors are responsible for assessing the group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assur-

ance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line

with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The

extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws

and regulations related to healthcare and employment legislation and the Listing Rules, and we considered the extent to

which non-compliance might have a material effect on the financial statements. We also considered those laws and regu-

lations that have a direct impact on the financial statements such as taxation legislation and Companies (Jersey) Law 1991.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (includ-

ing the risk of override of controls), and determined that the principal risks were related to overstatement of revenues or

the financial performance/position of the group through inappropriate use of journal entries, manipulation of significant

accounting estimates or inappropriate recording of significant transactions. The group engagement team shared this risk

assessment with the component auditors so that they could include appropriate audit procedures in response to such risks

in their work. Audit procedures performed by the group engagement team and/or component auditors included:

• Discussions with management and those charged with governance regarding any known or suspected instances of

fraud, non-compliance with laws and regulations or claims being made against the group;

• Reviewing board minutes to ascertain the completeness of the above disclosures made to us;

• Auditing key management estimates and judgements, including assessment of compliance with the accounting require-

ments and validity of the estimates (underlying data and accuracy of past assumptions);

• Reviewing the disclosures within these consolidated financial statements for appropriateness based on the group’s legal

and accounting requirements;

• Agreeing significant transactions to underlying documentation and confirming accounting was appropriate; and

• Testing journal entries made during the year using a risk-based target testing approach, focusing on those which en-

hanced revenue or financial performance and had unusual account combinations.

IDH Annual Report 2025

148

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of

non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial

statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresenta-

tions, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data au-

diting techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete

populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,

we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.

frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance

with Article 113A of the Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving these opinions, accept

or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it

may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies (Jersey) Law 1991 exception reporting

Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit;

• proper accounting records have not been kept by the company, or proper returns adequate for our audit have not been

received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Independent auditors’ report

to the members of Integrated

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Strategic ReportIntroduction Performance Corporate Governance Financial Statements

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Appointment

We were first appointed by the company for the financial year ended 31 December 2021. Our uninterrupted engagement

covers 5 financial years.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these

financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R -

4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no

assurance over whether the structured digital format annual financial report has been prepared in accordance with those

requirements.

David Teager

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Recognized Auditor

East Midlands

16 April 2026

IDH Annual Report 2025

150

Consolidated statement

of financial position

as at 31 December 2025

	Notes	2025	2024
Assets		EGP’000	EGP’000
Non-current assets
Property, plant and equipment	12	1,992,972	1,489,647
Intangible assets and goodwill	13	1,852,521	1,806,067
Right of use assets	26	797,879	753,298
Total non-current assets		4,643,372	4,049,012
Current assets
Inventories	16	424,428	317,562
Trade and other receivables	17	1,402,301	1,010,605
Financial assets at fair value through profit and loss	15	35,285	36,158
Financial assets at amortized cost	19	419,002	527,832
Cash and cash equivalents	18	1,670,799	1,188,082
Total current assets		3,951,815	3,080,239
Total assets		8,595,187	7,129,251
Equity
Share capital	20	1,039,121	1,039,121
Share premium reserve	20	1,027,706	1,027,706
Capital reserves	20	(314,310)	(314,310)
Capital Redemption Reserve	20	33,379	33,379
Legal reserve	20	51,641	51,641
Put option reserve	20	(628,645)	(532,499)
Translation reserve	20	(446,198)	(407,595)
Future Minority Interest Reserve		23,813	-
Retained earnings		2,596,607	1,812,706
Equity attributable to the owners of the Company		3,383,114	2,710,149
Non-controlling interests	2	747,262	789,350
Total equity		4,130,376	3,499,499
Non-current liabilities
Provisions	22	14,051	23,288
Borrowings	25	253,493	40,479
Other financial obligations	26	941,037	970,890
Deferred tax liabilities	10	558,654	431,355
Total non-current liabilities		1,767,235	1,466,012
Current liabilities
Trade and other payables	23	1,121,523	826,251
Other financial obligations	26	244,857	236,197
Current put option liability	24	628,645	532,499
Borrowings	25	173,849	224,528
Current tax liabilities	29	528,702	344,265
Total current liabilities		2,697,576	2,163,740
Total liabilities		4,464,811	3,629,752
Total equity and liabilities		8,595,187	7,129,251

The accompanying notes on pages 155-197 form an integral part of these consolidated financial statements.

These consolidated financial statements were approved and authorised for issue by the Board of Directors and signed on

their behalf on 16 April 2026 by:

Dr. Hend El Sherbini

Chief Executive Officer

Sherif El Zeiny

Chief Financial Officer

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

151

Consolidated income

statement

for the year ended 31 December 2025

	Notes	2025	2024
		EGP’000	EGP’000
Revenue	7	7,855,407	5,719,742
Cost of sales	9.1	(4,502,223)	(3,538,189)
Gross profit		3,353,184	2,181,553
Marketing and advertising expenses	9.2	(432,693)	(291,098)
Administrative expenses	9.3	(794,009)	(672,466)
Impairment loss on trade and other receivable	17	(45,108)	(48,312)
Net other income	9.4	91,940	44,671
Operating profit		2,173,314	1,214,348
Net fair value losses on financial assets at fair value through profit or loss	9.9	(4,940)	(25,996)
Finance costs	9.7	(272,730)	(196,898)
Finance income	9.7	222,909	448,141
Net finance (cost)/income	9.7	(49,821)	251,243
Profit before income tax		2,118,553	1,439,595
Income tax expense	10	(816,889)	(431,221)
Profit for the year		1,301,664	1,008,374
Profit/(Loss) attributed to:
Owners of the Company		1,262,207	1,077,434
Non-controlling interests		39,457	(69,060)
		1,301,664	1,008,374
Earnings per share
Basic and diluted (EGP)	11	2.17	1.82

The accompanying notes on pages 155-197 form an integral part of these consolidated financial statements.

IDH Annual Report 2025

152

Consolidated statement of

comprehensive income

for the year ended 31 December 2025

	2025	2024
	EGP’000	EGP’000
Net profit for the year	1,301,664	1,008,374
Other comprehensive (expense)/income:
Items that may be reclassified to profit or loss:
Exchange difference on translation of foreign operations	(63,311)	82,447
Other comprehensive (expense)/income for the year, net of tax	(63,311)	82,447
Total comprehensive income for the year	1,238,353	1,090,821
Attributable to:
Owners of the Company	1,223,604	752,180
Non-controlling interests	14,749	338,641
	1,238,353	1,090,821

The accompanying notes on pages 155-197 form an integral part of these consolidated financial statements.

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153

Consolidated statement

of cash flows

for the year ended 31 December 2025

	Notes	2025	2024
Cash flows from operating activities		EGP’000	EGP’000
Profit before tax		2,118,553	1,439,595
Adjustments for:
Depreciation of property, plant and equipment	12	342,687	300,049
Depreciation of right of use assets	26	197,913	173,655
Amortisation of intangible assets	13	24,525	9,094
Unrealised foreign exchange gains and losses	9.7	36,957	(303,466)
Fair value losses on financial assets at FV through profit or loss		4,940	25,996
Finance income	9.7	(222,909)	(144,675)
Finance Expense	9.7	235,774	196,898
Bargain gain from business acquisition		(40,120)	-
(Gain)/loss on disposal of PPE		(4,006)	2,692
Impairment in trade and other receivables	17	45,108	48,312
ECl in cash		561	1,260
Equity settled financial assets at fair value		(1,381)	4,680
ROU Asset/Lease Termination		(1,700)	(655)
Change in Provisions	22	(9,041)	5,099
Change in Inventories		(110,562)	76,760
Change in Trade and other receivables		(446,249)	(208,758)
Change in Trade and other payables		236,200	93,884
Cash generated from operating activities before income tax payment		2,407,250	1,720,420
Taxes paid		(502,838)	(151,818)
Net cash generated from operating activities		1,904,412	1,568,602
Cash flows from investing activities
Proceeds from sale of property, plant and equipment		10,309	9,120
Interest received		215,347	134,398
Payments for acquisition of property, plant and equipment		(436,154)	(209,214)
Payments for acquisition of Radiotherapy branch		(340,000)	-
Payments for acquisition of intangible assets		(84,887)	(15,383)
Payments for the purchase of financial assets at amortised cost		(827,486)	(550,870)
Proceeds from the sale of financial assets at amortized cost		914,893	211,231
Payment for purchase of global depository receipts (short-term investment)	9.9	(55,047)	(308,606)
Proceeds from sale of global depository receipts (short-term investments)	9.9	50,107	282,610
Net cash used in investing activities		(552,918)	(446,714)
Cash flows from financing activities
Proceeds from borrowings	28	383,459	184,941
Repayment of borrowings	28	(219,817)	(35,047)
Payment of financial obligations	28	(78,317)	(42,209)
Principal payment of lease liabilities	28	(175,914)	(143,359)
Dividends paid		(535,143)	(27,421)
Payments for shares bought back		-	(374,354)
Interest paid	28	(221,870)	(170,805)
Bank charge paid		(27,272)	(26,324)
Cash injection by owner of non-controlling interest		-	48,055
Acquire shares non-controlling interest		-	(162,474)
Proceeds from future equity agreement		23,813	-
Net cash flows used in financing activities		(851,061)	(748,997)
Net increase in cash and cash equivalents		500,433	372,891
Cash and cash equivalents at the beginning of the year		1,188,082	674,253
Effect of exchange rate on cash		(17,716)	140,938
Cash and cash equivalents at the end of the year	18	1,670,799	1,188,082

Non-cash investing and financing activities disclosed in other notes are:

• acquisition of right-of-use assets – note 26

• Put option liability – note 24

The accompanying notes on pages 155-197 form an integral part of these consolidated financial statements.

IDH Annual Report 2025

154

Consolidated statement of changes in equity

for the year ended 31 December 2025

										Total
										attributed
								Future		to the
		Share			Capital	Put		Minority		owners	Non-
	Share	premium	Capital	Legal	Redemption	option	Translation	Interest	Retained	of the	Controlling	Total
	Capital	reserve	reserves	reserve *	Reserve	reserve	reserve	Reserve	earnings	Company	interests	Equity
As at 1 January 2025	1,039,121	1,027,706	(314,310)	51,641	33,379	(532,499)	(407,595)	-	1,812,706	2,710,149	789,350	3,499,499
Profit for the year	-	-	-	-	-	-	-	-	1,262,207	1,262,207	39,457	1,301,664
Other comprehensive expense for the year	-	-	-	-	-	-	(38,603)	-	-	(38,603)	(24,708)	(63,311)
Total comprehensive income/	-	-	-	-	-	-	(38,603)	-	1,262,207	1,223,604	14,749	1,238,353
(expenses)
Transactions with owners in their capacity as owners
Dividends	-	-	-	-	-	-	-	-	(478,306)	(478,306)	(56,837)	(535,143)
Movement in put option liability in the year	-	-	-	-	-	(96,146)	-	-	-	(96,146)	-	(96,146)
Agreement for future equity to non- controlling interest **	-	-	-	-	-	-	-	23,813	-	23,813	-	23,813
Total	-	-	-	-	-	(96,146)	-	23,813	(478,306)	(550,639)	(56,837)	(607,476)
At 31 December 2025	1,039,121	1,027,706	(314,310)	51,641	33,379	(628,645)	(446,198)	23,813	2,596,607	3,383,114	747,262	4,130,376
As at 1 January 2024	1,072,500	1,027,706	(314,310)	51,641	-	(356,583)	(82,341)	-	1,280,287	2,678,900	421,888	3,100,788
Profit / (loss) for the year	-	-	-	-	-	-	-	-	1,077,434	1,077,434	(69,060)	1,008,374
Other comprehensive (expense)/	-	-	-	-	-	-	(325,254)	-	-	(325,254)	407,701	82,447
income for the year
Total comprehensive income	-	-	-	-	-	-	(325,254)	-	1,077,434	752,180	338,641	1,090,821
Transactions with owners in their capacity as owners					-
Dividends	-	-	-	-	-	-	-	-	-	-	(27,421)	(27,421)
Buyback of shares	-	-	-	-	-	-	-	-	(374,354)	(374,354)	-	(374,354)
Cancellation of treasury shares	(33,379)	-	-	-	33,379	-	-	-	-	-	-	-
Movement in put option liability in the year	-	-	-	-	-	(338,390)	-	-	-	(338,390)	-	(338,390)
Acquisition of non-controlling interests without change in control	-	-	-	-	-	162,474	-	-	(170,661)	(8,187)	8,187	-
Cash injection by owner of non-controlling interest	-	-	-	-	-	-	-	-	-	-	48,055	48,055
Total	(33,379)	-	-	-	33,379	(175,916)	-	-	(545,015)	(720,931)	28,821	(692,110)
At 31 December 2024	1,039,121	1,027,706	(314,310)	51,641	33,379	(532,499)	(407,595)	-	1,812,706	2,710,149	789,350	3,499,499

Under Egyptian Law each subsidiary must set aside at least 5% of its annual net profit into a legal reserve until such time that this represents 50% of each subsidiary’s issued capital. This reserve is not distrib-

utable to the owners of the Company

During the year Chronx Limited (one of the subsidiaries of the Group) entered into a SAFE agreement for future equity in Chronx Limited in exchange for USD 500 thousand. If there is an Equity Financing

before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the number of Senior Preferred Shares equal to the Purchase Amount divided by the

lowest price per share of the Senior Preferred Shares.

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

155

Notes to the Consolidated

Financial Statements

for the year ended 31 December 2025

(In the notes all amounts are shown in Egyptian Pounds “EGP’000” unless otherwise stated)

1. Corporate information

The consolidated financial statements of Integrated Diagnostics Holdings plc and its subsidiaries (collectively, “the Group”)

for the year ended 31 December 2025 were authorised for issue in accordance with a resolution of the directors on 16 April

2026. Integrated Diagnostics Holdings plc “IDH” or “the company” is a public limited company incorporated in Jersey.

It has been established according to the provisions of the Companies (Jersey) law 1991 under No. 117257. The registered

office address of the Company is 12 Castle Street, St Helier, Jersey, JE2 3RT. The Company is a listed entity, in London stock

exchange since 2015.

The principal activity of the Group is investments in all types of the healthcare field of medical diagnostics (the key activities

are pathology and radiology) and medical treatment (Radiotherapy) either through acquisitions of related business in dif-

ferent jurisdictions or through expanding the acquired investments IDH has. The key jurisdictions that the Group operates

are in Egypt, Jordan, Nigeria, Sudan and Saudi Arabia.

The Group’s financial year starts on 1 January and ends on 31 December each year.

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2. Group information

Information about subsidiaries

The consolidated financial statements of the Group include:

						Non-Controlling
				% Equity interest		interest
	Principal	Country of
	activities	Incorporation	2025	2024	2025	2024
Al Borg Laboratory Company	Medical diagnostics	Egypt	99.3%	99.3%	0.7%	0.7%
(“Al-Borg”)	service
Al Mokhtabar Company for Medical	Medical diagnostics	Egypt	99.9%	99.9%	0.1%	0.1%
Labs (“Al Mokhtabar”)	service
Medical Genetic Center	Medical diagnostics	Egypt	55.0%	55.0%	45.0%	45.0%
	service
Al Makhbariyoun Al Arab	Medical diagnostics	Jordan	60.0%	60.0%	40.0%	40.0%
	service
Golden Care for Medical Services	Holding company of	Egypt	100.0%	100.0%	0.0%	0.0%
	SAMA
Integrated Medical Analysis Company	Medical diagnostics	Egypt	100.0%	100.0%	0.0%	0.0%
(S.A.E)	service
SAMA Medical Laboratories Co.	Medical diagnostics	Sudan	80.0%	80.0%	20.0%	20.0%
("Ultralab medical laboratory ")	service
AL-Mokhtabar Sudanese Egyptian Co.	Medical diagnostics	Sudan	65.0%	65.0%	35.0%	35.0%
	service
Integrated Diagnostics Holdings Limited	Intermediary holding	Cayman Islands	100.0%	100.0%	0.0%	0.0%
	company
Dynasty Group Holdings Limited	Intermediary holding	England and	51.0%	51.0%	49.0%	49.0%
	company	Wales
Eagle Eye Echo-Scan Limited	Intermediary holding	Mauritius	77.57%	77.57%	22.43%	22.43%
	company
Echo-Scan	Medical diagnostics	Nigeria	100.0%	100.0%	0.0%	0.0%
	service
WAYAK Pharma	Medical services	Egypt	99.99%	99.99%	0.01%	0.01%
Medical Health Development **	Medical services	Saudi Arabia	100.0%	100.0%	0.0%	0.0%
***	Intermediary holding	United Arab
Chronx Limited			80.0%	80.0%	20.0%	20.0%
	company	Emirates

The Group owns 39.6% of Echo-Scan due to the ownership of the entity being held through subsidiaries with a non-controlling interest.

The Group owns 91.6% of Medical Health Development due to the ownership of the entity being held through a subsidiary with a non-controlling interest.

***

On October 23, 2024, the Group completed the establishment of Chronx Limited, a limited company based in United Arab Emirates with a total stake of

80% directly and 20% held by Dr.Khaled Ezzeldin Ismail.

Non-Controlling interest

Non-Controlling Interest is measured at the proportionate share basis.

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Proportion of equity interest held by non-controlling interests:

	Country of Incorporation	2025	2024
Medical Genetic Center	Egypt	45.0%	45.0%
Al Makhbariyoun Al Arab	Jordan	40.0%	40.0%
SAMA Medical Laboratories Co. " Ultra lab medical laboratory "	Sudan	20.0%	20.0%
AL-Mokhtabar Sudanese Egyptian Co.	Sudan	35.0%	35.0%
Al Borg Laboratory Company	Egypt	0.7%	0.7%
Dynasty Group Holdings Limited	England and Wales	49%	49%
Eagle Eye Echo-Scan Limited	Mauritius	22.43%	22.43%
Chronx Limited	United Arab Emirates	20%	20%

The summarised financial information of subsidiaries that have material non-controlling interests is provided below. This

information is based on amounts before inter-company eliminations.

	Al Makhbariyoun Al	Dynasty Group	Total
	Arab	EGP’000	EGP’000
Summarised statement of income for 2025:
Revenue	1,034,690	120,748	1,155,438
Profit	82,759	902	83,661
Other comprehensive expenses	(49,337)	(1,723)	(51,060)
Total comprehensive income/(expenses)	33,422	(821)	32,601
Profit allocated to non-controlling interest	33,104	554	33,658
Other comprehensive expenses allocated to non-con- trolling interest	(19,942)	(2,648)	(22,590)
Summarised statement of financial position as at 31 December 2025:
Non-current assets	587,668	33,948	621,616
Current assets	413,216	43,342	456,558
Non-current liabilities	(228,062)	(485)	(228,547)
Current liabilities	(295,113)	(23,316)	(318,429)
Net assets	477,709	53,489	531,198
Net assets attributable to non-controlling interest	191,084	31,492	222,576
Summarised statement of income for 2024:
Revenue	901,693	82,073	983,766
Profit/(loss)	43,284	(28,681)	14,603
Other comprehensive income	236,565	507,452	744,017
Total comprehensive income	279,849	478,771	758,620
Profit/(loss)allocated to non-controlling interest	17,314	(17,451)	(137)
Other comprehensive income allocated to non-con- trolling interest	95,631	280,775	376,406
Summarised statement of financial position as at 31 December 2024:
Non-current assets	686,881	40,962	727,843
Current assets	444,959	43,039	487,998
Non-current liabilities	(275,070)	(3,911)	(278,981)
Current liabilities	(289,230)	(23,365)	(312,595)
Net assets	567,540	56,725	624,265
Net assets attributable to non-controlling interest	227,016	33,718	260,734

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3. Business combinations

3.1. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 Decem-

ber 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the

investee and has the ability to affect those returns through its power over the investee.

i. Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity where 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. Subsidiaries are fully consolidated from the date on which control is transferred

to the Group. They are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by

the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of in-

come statement of comprehensive income, statement of changes in equity and statement of financial position respectively.

ii. Changes in ownership interests

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity

owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the con-

trolling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount

of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve

within equity attributable to owners of the Group.

When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or

significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount

recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting

for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in

other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related

assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to

profit or loss.

If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained,

only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit

or loss where appropriate.

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instru-

ments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:

• fair values of the assets transferred

• liabilities incurred to the former owners of the acquired business

• equity interests issued by the Group

• fair value of any asset or liability resulting from a contingent consideration arrangement, and

• fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited

exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest

in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s propor-

tionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

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The excess of the:

• consideration transferred,

• amount of any non-controlling interest in the acquired entity, and

• acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable

assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the

business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their

present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at

which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are

subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equi-

ty interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeas-

urement are recognised in profit or loss.

On 19 June 2025 the Group acquired the assets related to Radiotherapy branch through its subsidiary Al Borg Laboratory

Company for total consideration of EGP 400 million. This has been treated as a business combination under IFRS 3 since

the assets acquired and agreement in place which transferred employees and customer lists are considered to constitute a

business. The assets acquired and the key inputs calculate the value these assets has been included below.

The acquisition has been completed with total consideration with EGP 400 million and a purchase price allocation study at

the date of the acquisition concluded total identified assets with EGP 440,120 thousand, and that resulted 40,120 thousand

as a bargain gain from the acquisition. The PPA performed by the company’s expert Prime Capital has identified fair value

for acquired assets as follows:

	EGP’000
Building *	243,404
Equipment **	186,516
Auxiliary assets	10,200
Total fair value for the identified asset	440,120
Total consideration	400,000
Bargain gain from the acquisition ***	40,120

The market value of the building was assessed with the comparable method in accordance with the following considerations: the advantages of the location

and plot size, the quality of internal finishes, the medical nature of the facility, and a market survey of comparable units.

The market value of the Equipment was assessed by obtaining a purchase quotation from the manufacturer of the Equipment and adjusting it with the

technical depreciation rate and technical usability rate.

***

Bargain gain resulted from the acquisition recorded within the net other income at the income statement

The recognized bargain purchase gain resulted from acquiring the building at an amount below its fair value. Because The

property had already been fully fitted out to meet the operational requirements of radiation therapy services and to accom-

modate the specialized equipment installed within it. Consequently, the former owner’s ability to sell the asset was limited to

buyers operating in the same line of business., the Company also engaged in extensive negotiations to secure the acquisition

at the lowest possible price. These factors collectively led to the purchase consideration being lower than the fair value of the

acquired net assets, resulting in the recognition of a bargain purchase gain.

From the acquisition date until the end of the reporting period, the branch generated revenues of EGP 28,215 thousand and a

net profit of EGP 358 thousand. Had the acquisition been completed at the beginning of the financial year, Radiotherapy branch

would have contributed approximately EGP 51,997 thousand in revenues and EGP 1,177 thousand in net profit for the year.”

The new carrying amount of fixed assets resulting from the purchase price allocation created a temporary difference between

the net book value of the assets recognized under IFRS 3 and their tax base as determined by the Egyptian Tax Authority (ETA),

which recognize fixed assets based on their transaction cost. Consequently, a deferred tax liability has been recorded on the

temporary difference, amounting to EGP 9,027 thousand.

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160

4. Basis of preparation

Statement of compliance

Integrated Diagnostics Holdings plc “IDH” or “the company” has been established according to the provisions of the Com-

panies (Jersey) law 1991 under No. 117257. The Company is listed entity on London stock exchange and was delisted from

the Egyptian stock exchange in September 2024. The consolidated financial statements of the Group have been prepared

in accordance with International Financial Reporting Standards as adopted by the European Union and the Companies

(Jersey) Law 1991.

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except where adopted IFRS mandates

that fair value accounting is required which is related to financial assets and liabilities measured at fair value.

New standards and interpretations Adopted

The Group has applied the following amendments for the first time for their annual reporting period commencing 1 Janu-

ary 2025:

• IAS 21 - Translation to a Hyperinflationary Presentation Currency

The amendment listed above did not have any impact on current and prior years and not expected to affect future years.

New standards and interpretations not yet adopted

The Group is currently assessing the likely impact of IFRS 18 -”Presentation and Disclosure in Financial Standards”. It is due

for adoption for the year end 31 December 2027 and has not been early adopted. It is expected that this will have a material

impact on the financial statements and disclosure of items within the income statement in particular. Further disclosure

in relation to this shall be provided next year. There are no other new standards that are not yet adopted that the Group has

identified that are expected to have a material impact.

Going concern

These consolidated financial statements have been prepared on the going concern basis. On 31 December 2025, the Group

had cash and cash equivalent balance plus treasury bills / deposits minus borrowing amounting to KEGP 1,662,459. The

Directors have considered a number of downside scenarios, including the most severe but plausible scenario, for a period

of 16 months from the signing of the financial statements. We have conducted multiple sensitivity analysis to assess the

impact of inflationary pressures and potential currency evaluation for the next 16 months. We did not consider the Biolab

put option since it is not plausible that the option will be exercised refer to (note 24). We assume that dividends are expect-

ed to be paid during the period for which going concern is being assessed or those in respect of merger and acquisition

‘M&A’ activity. Under all of these scenarios, there remains significant headroom from a liquidity and covenant perspective.

Therefore, the Directors believe the Group has the ability to meet its liabilities as they fall due throughout the going concern

period and the use of the going concern basis in preparing the financial statements is appropriate.

Material accounting policy information and other explanatory information

The accounting policies set out below have been consistently applied to all the years presented in these consolidated

financial statements.

a) Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for

impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets

are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be

recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpos-

es of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows

which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-finan-

cial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end

of each reporting period.

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b) Fair value measurement

The Group measures financial instruments such as non-derivative financial instruments and contingent consideration

assumed in a business combination at fair value at each balance sheet date.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair value

is categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is di-

rectly or indirectly observable.

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is

unobservable.

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group deter-

mines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest

level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the na-

ture, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.

The fair value less any estimated credit adjustments for financial assets and liabilities with maturity dates less than one

year is assumed to approximate their carrying value. The fair value of financial liabilities for disclosure purposes is es-

timated by discounting the future contracted cash flows at the current market interest rate that is available to the Group

for similar transactions.

c) Revenue recognition:

Revenue represents the value of medical diagnostic services rendered in the year and is stated net of discounts. The Group

has two types of customers: Walk-in patients who make payments upon completion of the service and patients served

under contracts who are invoiced and subject to standard credit terms. For patients under contracts, rates are agreed in

advance on a per-test, client-by-client basis based on the pricelists agreed within these contracts.

The following steps are considered for all types of patients:

1. Identification of the Contracts: written contracts are agreed between IDH and customers. The contracts stipulate the

duration, price per test and credit period.

2. Determining performance obligations are the diagnostics tests within the pathology, radiology services and Radiothera-

py. The performance obligation is achieved when the customer receives their test results, and so are recognised at point

in time.

3. Transaction price: Services provided by the Group are distinct in the contract, as the contract stipulates the series of

tests’ names/types to be conducted along with its distinct prices.

4. Allocation of price to performance obligations: Stand-alone selling price per test is stipulated in the contract. In case of

discounts, it is allocated proportionally to all of tests prices in the contract.

5. Revenue is being recorded after the satisfaction of the above mentioned conditions.

The Group considers whether it is the principal or the agent in each of its contractual arrangements. In line with IFRS 15

“Revenue from contracts” in assessing the appropriate treatment of each contract, factors that are considered include

which party is controlling the service being performed for the customer and bears the inventory risk. Where the Group

is largely controlling the service and bearing the inventory risk it is deemed to be the principal and the full consideration

received from the customer is recognised as revenue, with any amounts paid to third parties treated as cost of sales.

Customer loyalty program:

The Group operates a loyalty program where customers accumulate points for purchases made which entitle them to a

discount on future purchases. The points are valid for 12 months from the time they are awarded. The value of points to be

provided is based on the expectation of what level will be redeemed in the future before their expiration date. This amount

is netted against revenue earned and included as a contract liability and only recognised as revenue when the points are

then redeemed or have expired.

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162

d) Income Taxes

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to

the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

i. Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or

substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

ii. Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities

and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying

amounts in the consolidated financial statements.

However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income

tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business

combination and differences relating to investments in subsidiaries to the extent that they will probably not reverse in

the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and

any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available

against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can

be utilised. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the

reporting date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax

liability is settled.

e) Foreign currency translation

i) Functional and presentation currency

Each of the Group’s entities is using the currency of the primary economic environment in which the entity operates (‘the

functional currency’). The Group’s consolidated financial statements are presented in Egyptian Pounds, being the reporting

currency of the main Egyptian trading subsidiaries within the Group and the primary economic environment in which the

Group operates.

ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the trans-

actions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of

monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in

profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges

or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance

costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other

gains/(losses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the

date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported

as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as eq-

uities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss, and trans-

lation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income

are recognised in other comprehensive income.

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f) Hyperinflationary Economies

The financial statements of “SAMA Medical Laboratories Co. and AL-Mokhtabar Sudanese Egyptian Co.” report their

financial statements in the currency of a hyperinflationary economy. In accordance with IAS 29 financial reporting in

Hyperinflationary Economies, the financial statements of those subsidiaries were restated by applying the consumer price

index at closing rates in December 2025 Nil (2024 December Nil) before they were included in the consolidated financial

statements.

g) Property, plant and equipment

All property and equipment are stated at historical cost or fair value at acquisition, less accumulated depreciation. Histor-

ical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in

the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic

benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying

amount of the replaced part is derecognised. All other repairs and maintenance are charged to the consolidated statement

of income during the financial period in which they are incurred. Land is not depreciated.

Depreciation expense is calculated using the straight-line method to allocate the cost or to their residual value over their

estimated useful lives, as follows:

Buildings	50 years
Medical, electric and information systems equipment	4-10 years
Leasehold improvements	4-5 years
Fixtures, fittings & vehicles	4-16 years

The assets useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater

than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the

carrying amount and are recognised within ‘Other (expenses)/income – net’ in the consolidated statement of income.

h) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a

business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried

at cost less any accumulated amortisation and accumulated impairment losses.

Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is

reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there

is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an

intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected

useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to

modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The am-

ortisation expense on intangible assets with finite lives is recognised in the statement of income in the expense category

that is consistent with the function of the intangible assets. The Group amortises intangible assets with finite lives using the

straight-line method over the following periods:

- IT development and software 4-5 years

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually

or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefi-

nite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

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164

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over interest

in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the

non-controlling interest in the acquire.

Goodwill is stated at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill ac-

quired in a business combination is allocated to each of the cash-generating units (CGUs), or groups of CGUs, that is

expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated

represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. The

impairment assessment is done on an annual basis.

Brand

Brand names acquired in a business combination are recognised at fair value at the acquisition date and have an indefinite

useful life.

The Group brand names are considered to have indefinite useful life as the Egyptian brands have been established in the

market for more than 40 years and the health care industry is very stable and continues to grow.

The brands are not expected to become obsolete and can expand into different countries and adjacent businesses, in addi-

tion, there is a sufficient ongoing marketing efforts to support the brands and this level of marketing effort is economically

reasonable and maintainable for the foreseeable future.

I) Financial instruments – initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity in-

strument of another entity.

i. financial assets

Classification

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

The Group classifies its investments in debt Instruments in the following measurement categories:

• those to be measured subsequently at fair value (either through OCI or through income statement), and

• those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the

cash flows.

For investments in equity instrument measured at fair value, gains and losses will either be recorded in income statement

or OCI.

For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an

irrevocable election at the time of initial recognition to account for the equity investment at fair value through other com-

prehensive income (FVOCI).

Recognition and derecognition

According to the standard, purchases and sales of financial assets are recognised on trade date, being the date on which

the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows

from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and

rewards of ownership.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair

value, through profit or loss (FVPL) transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

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165

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are

solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash

flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instru-

ments:

• Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely pay-

ments of principal and interest, are measured at amortised cost. Interest income from these financial assets is includ-

ed in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised

directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impair-

ment losses are presented as a separate line item in the consolidated income statement.

• FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’

cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying

amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange

gains and losses, which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or

loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). In-

terest income from these financial assets is included in finance income using the effective interest rate method. Foreign

exchange gains and losses are presented in other gains/(losses), and impairment expenses are presented as separate

line item in the consolidated income statement.

• FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt

investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/

(losses) in the period in which it arises. Management has assessed the underlying nature of the investments and desig-

nated upon investment that this should be treated as an investment held at fair value with movements going through the

income statement on the basis of the size of the investment and the reasons for making the investment.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to

present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains

and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be

recognised in profit or loss as other income when the Group’s right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of income as ap-

plicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported

separately from other changes in fair value.

Impairment

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at

amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant in-

crease in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires

expected lifetime losses to be recognised from initial recognition of the receivables.

Further disclosures relating to impairment of financial assets are also provided in the following notes:

Disclosures for significant estimates and assumptions	Note 5.2
Financial assets	Note 6
Trade receivables	Note 17

The Group uses an allowance matrix to measure the ECLs of trade receivables from individual customers, which comprise a

very large number of small balances.

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166

Loss rates are calculated using a ‘roll rate’ method based on the probability of a receivable progressing through successive

stages of delinquency to write-off. Roll rates are calculated separately for exposures in different segments based on credit

risk characteristics, age of customer relationship.

Loss rates are based on actual credit loss experience over the past three years. These rates are multiplied by scalar factors

to reflect differences between economic conditions during the period over which the historical data has been collected,

current conditions and the Group’s view of economic conditions over the expected lives of the receivables.

ii. Financial liabilities

Initial recognition and measurement

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified at FVTPL if it is

classified as held for trading, financial liabilities at FVTPL are measured at fair value and net gains and losses including any

interest expenses are recognised in profit or loss.

Put options included in put option liabilities are carried at the present value of the redemption amount in accordance with

IAS 32 in regard to the guidance on put option on an entity’s own equity shares. The Group has written put options over the

equity of its (Bio Lab, Echo-Scan and Medical Health Development) subsidiaries. The option on exercise is initially recog-

nised at the present value of the redemption amount with a corresponding charge directly to equity. The charge to equity is

recognised separately within the put option reserve and this is in line with paragraph 23 of IFRS 10.

All of the Group’s financial liabilities are classified as financial liabilities carried at amortised cost using the effective interest

method. The Group does not use derivative financial instruments or hedge account for any transactions. Unless otherwise

indicated, the carrying amounts of the Group’s financial liabilities are a reasonable approximation of their fair values.

The Group’s financial liabilities include trade and other payables, put option liabilities, borrowings, and other financial

obligations.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an

existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original

liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the state-

ment of income.

iii. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial

position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a

net basis, to realise the assets and settle the liabilities simultaneously.

j) Inventories

Raw materials are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an

appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operat-

ing capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased

inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the

ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

k) Cash and short-term deposits

Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term

deposits with original maturities of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term

deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s

cash management.

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l) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured

at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised

in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of

loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility

will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is

probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and

amortised over the period of the facility to which it relates.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is dis-

charged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extin-

guished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities

assumed, is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liabili-

ty for at least 12 months after the reporting period.

m) Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qual-

ifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use

or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or

sale. Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qual-

ifying assets, is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the

period in which they are incurred.

n) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is

probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed,

for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reim-

bursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any

reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when

appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of

time is recognised as a finance cost.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a

pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The

increase in the provision due to passage of time is recognised as a finance cost.

o) Pensions and other post-employment benefits

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The

Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to

pay all employees the benefits relating to employee service in the current and prior periods. Obligations for contributions

to defined contribution pension plans are recognized as an expense in the income statement in the periods during which

services are rendered by employees.

p) Segments

The Group has five operating segments based on geographical locations and these have been disclosed in note 7.

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168

q) Leases as lessee (IFRS 16)

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,

a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

As a lessee

At commencement or on modification of a contract that contains a lease component, along with one or more other lease or

non-lease components, the Group accounts for each lease component separately from the non-lease components. How-

ever, for the non-leases element of the underlying asset, the Group has elected not to separate non-lease components and

account for the lease and non-lease components as a single lease component. The Group allocates the consideration in the

contract to each lease component on the basis of its relative stand-alone price and the aggregate stand-alone price of the

non-lease components.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is

initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at

or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove

the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the

end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease

term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-

use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those

of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and

adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commence-

ment date, discounted using the incremental borrowing rate for the IFRS 16 calculations. This is set based upon the

interest rate attached to the Group’s financing and adjusted, where appropriate, for specific factors such as asset or

company risk premiums.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments.

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the com-

mencement date.

• amounts expected to be payable under a residual value guarantee,

• the exercise price under a purchase option that the Group is reasonably certain to exercise,

• lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and

• penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change

in future lease payments arising from a change in an index or rate, there is a change in the Group’s estimate of the amount

expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a

purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the

right-of-use asset, to the extent that the right-of-use asset is reduced to nil, with any further adjustment required from the

remeasurement being recorded in profit or loss.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for lease of low-value assets and short-term

leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the

lease term.

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5. Key judgments and critical accounting estimates

5.1. Judgement

Useful economic lives of Brands

Management have assessed that the brands within the Group which have a value have an indefinite life. This is based on

their strong history and existence in the market over a large number of years, in addition to the fact that these brands con-

tinue to grow and become more profitable. As the brands have been assigned an indefinite life then they are not amortised

and assessed for impairment on an annual basis.

Control over subsidiaries

The Group makes acquisitions that often see a non-controlling interest retained by the seller. The assessment of if the Group

has control of these acquisitions in order to consolidate is a critical judgement in these financial statements.

To determine whether it controls an investee an investor shall assess whether it has all the following:

a. Power over the investee.

b. Exposure, or rights, to variable returns from its involvement with the investee.

c. The ability to use its power over the investee to affect the amount of the investor’s returns.

Consideration of the following factors assist in making that determination:

a. The purpose and design of the investee.

b. What the relevant activities are and how decisions about those activities are made.

c. Whether the rights of the investor give it the current ability to direct the relevant activities.

d. Whether the investor is exposed, or has rights, to variable returns from its involvement with the investee.

e. Whether the investor has the ability to use its power over the investee to affect the amount of the investor’s returns.

The Group is able to consolidate its subsidiary, Echo-Scan in Nigeria, despite owning only 39.6% indirect ownership. This is

due to several reasons:

1. The Group exercises control over all intermediate entities that connect the parent company to Echo-Scan.

2. The Group has a technical service agreement in place, which grants them the authority to direct and oversee the opera-

tions of the subsidiaries in Nigeria.

Despite not having majority ownership, the Group’s control over the intermediate entities and technical service agreement

allows them to exercise control in their financial statements.

5.2. Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have

a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial

year, are described below.

The Group based its assumptions and estimates on parameters available when the consolidated financial statements were

prepared. Existing circumstances and assumptions about future developments, however, may change due to market chang-

es or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when

they occur.

Impairment of intangible assets

The Group tests annually whether goodwill and other intangibles with indefinite lives have suffered any impairment.

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the

higher of its fair value less costs of disposal and its value in use.

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170

The recoverable amounts of cash generating units have been determined based on value in use. The value in use calcula-

tion is based on a discounted cash flow (“DCF”) model.

The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group

is not yet committed to or significant future investments that will enhance the asset performance of the CGU being tested.

The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows

and the growth rate used for extrapolation purposes. For more detailed assumptions refer to (note 14).

Valuation of tangible assets resulting from business combination

The group uses different valuation techniques for different types of tangible assets as the following:

Building:

This method determines fair value by examining recent sales prices of comparable medical units in the surrounding area

and applying adjustments for location, space, floor position, use (medical), and quality of finishes.

Comparable sales prices were based on price per square foot range. The average weighted price per square foot resulted

in a value of 243m EGP. If the lowest price per square foot was used this would have resulted in a value of EGP 211 m. If the

highest price per square foot had been used it would have resulted in a value of EGP 274 m.

Equipment:

The market value of the Equipment was assessed by obtaining a purchase quotation from the manufacturer of the Equip-

ment and adjusting it with the technical depreciation rate and technical usability rate based on the data of purchase of the

old owner and the condition of the equipment at the data of the acquisition.

If the technical depreciation rate had been increased by 10% and technical usability had been decreased by 10% then this

would have resulted in a 44m EGP reduction in the value of the equipment.

Impairment of financial assets

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group

uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s

history and existing market conditions, as well as forward-looking estimates at the end of each reporting period. Details of

the key assumptions and inputs used are disclosed in note 17.

6. Financial assets and financial liabilities

	2025	2024
	EGP’000	EGP’000
Cash and cash equivalents (Note 18)	1,670,799	1,188,082
Term deposits and treasury bills (Note 19)	419,002	527,832
Trade and other receivables (Note 17)	1,280,743	930,308
Total financial assets	3,370,544	2,646,222

	2025	2024
	EGP’000	EGP’000
Trade and other payables (Note 23)	950,326	705,304
Put option liability (Note 24)	628,645	532,499
Financial obligations (Note 26)	1,185,894	1,207,087
Loans and borrowings (Note 28)	431,586	282,566
Total other financial liabilities	3,196,451	2,727,456
Total financial instruments*	174,093	(81,234)

* The financial instruments exclude prepaid expenses, deferred revenue, and tax (current tax, payroll tax, withholding tax,…etc).

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The fair values of financial assets and liabilities are considered to be equivalent to their book value.

The fair values measurements for all the financial assets and liabilities have been categorized as Level 3, if its fair value can’t

be determined by using readily observable measures.

Echo-Scan put option (note 24) has been categorized as Level 3 as the fair value of the option is based on un-observable in-

puts using the best information available in the current circumstances, including the company’s own projection and taking

into account all the market assumptions that are reasonably available.

Financial instruments risk management objectives and policies

The Group’s principal financial liabilities are trade and other payables, put option liabilities, borrowings and other finan-

cial liabilities. The Group’s principal financial assets include trade and other receivables, financial assets at amortised cost,

financial asset at fair value and cash and cash equivalents that derive directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s overall risk management program focuses on

the unpredictability of markets and seeks to minimize potential adverse effects on the Group’s financial performance. The

Group’s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for

managing each of these risks, which are summarised below.

The board provides written principles for overall risk management, as well as written policies covering specific areas, such

as foreign exchange risk, interest rate risk, and credit risk, use of derivative financial instruments and non-derivative finan-

cial instruments, and investment of excess liquidity.

- Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in

market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity

price risk and commodity risk. Financial instruments affected by market risk include borrowings and deposits.

The sensitivity analysis in the following sections relate to the position as at 31 December 2025 and 2024. The sensitivity

analysis has been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt

and the proportion of financial instruments in foreign currencies are all constant.

The analysis excludes the impact of movements in market variables on provisions, and the non-financial assets and liabili-

ties of foreign operations. The following assumptions have been made in calculating the sensitivity analysis:

• The sensitivity of the relevant consolidated income statement item is the effect of the assumed changes in respec-

tive market risks. This is based on the financial assets and financial liabilities held at 31 December 2025 and 31

December 2024

- Interest rate risk

The Group is trying to minimize its interest rate exposure, especially in Egypt region, which has seen several interest rate

rises over the year. Minimising interest rate exposure has been achieved partially by entering into fixed-rate instruments.

Exposure to interest rate risk

The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is

as follows:

	2025	2024
	EGP’000	EGP’000
Fixed-rate instruments
Financial obligations (note 26)	1,185,894	1,207,087
Loans and borrowings (note 25)	46,863	197,542
Treasury bills (note 18 & 19)	122,918	74,048
Term deposits (note 18 & 19)	1,603,622	1,125,548
Variable-rate instruments
Loans and borrowings (note 25)	380,479	67,465

IDH Annual Report 2025

172

Cash flow sensitivity analysis for variable-rate instruments

A reasonable possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased)

profit or loss by the amounts EGP 3,805k (2024: EGP 675k). This analysis assumes that all other variables, remain constant.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in

foreign exchange rates.

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,

primarily with respect to the US Dollar, Sudanese Pound, the Jordanian Dinar, Nigerian Naira and Saudi Riyal. Foreign

exchange risk arises from the Group’s operating activities (when revenue or expense is denominated in a foreign currency),

recognized assets and liabilities and net investments in foreign operations. However, management aims to minimize open

positions in foreign currencies to the extent that is necessary to conduct its activities.

Management has set up a policy to require group companies to manage their foreign exchange risk against their functional

currency. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denomi-

nated in a currency that is not the entity’s functional currency.

At year end, major financial assets / (liabilities) denominated in foreign currencies were as follows:

				31-Dec-25
		Assets			Liabilities
	Cash
	and cash	Other	Total		Finance	Trade	Total	Net
	equivalents	assets	assets	Put option	lease	payables	liability	exposure
US	15,610	-	15,610	-	(70,880)	(133,312)	(204,192)	(188,582)
JOD	-	-	-	(578,151)	-	-	(578,151)	(578,151)

				31-Dec-24
		Assets			Liabilities
	Cash
	and cash	Other	Total		Finance	Trade	Total	Net
	equivalents	assets	assets	Put option	lease	payables	liability	exposure
US	4,358	-	4,358	-	(116,012)	(65,365)	(181,377)	(177,019)
JOD	-	-	-	(512,577)	-	-	(512,577)	(512,577)

The following is the exchange rates applied:

	Average rate for the year ended
	31-Dec-25	31-Dec-24
US Dollars	49.05	45.53
Euros	55.49	49.17
GBP	64.81	58.27
JOD	69.07	64.11
SAR	13.08	12.15
SDG	0.08	0.06
NGN	0.03	0.03

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	Spot rate for the year ended
	31-Dec-25	31-Dec-24
US Dollars	47.63	50.79
Euros	55.98	52.68
GBP	64.13	63.78
JOD	67.05	71.51
SAR	12.70	13.52
SDG	0.08	0.03
NGN	0.03	0.03

At 31 December 2025, if the Egyptian Pound had weakened/strengthened by 10% against the US Dollar with all other vari-

ables held constant, total equity for the year would have increased/decreased by EGP (18.9m) (2024: EGP (17.7m), mainly

as a result of foreign exchange gains/losses and translation reserve on the translation of US dollar-denominated financial

assets and liabilities as at the financial position of 31 December 2025.

At 31 December 2025, if the Egyptian Pound had weakened / strengthened by 10% against the Jordanian Dinar with all

other variables held constant, total equity for the year would have increased/decreased by EGP (57m) (2024: EGP (51m),

mainly as a result of foreign exchange gains/losses and translation reserve on translation of JOD -denominated financial

assets and liabilities as at the financial position of 31 December 2025.

- Price risk

The Group’s exposure to equity securities price risk arises from investments held by the Group and classified in the balance

sheet as at fair value through profit or loss (FVPL) (note 15).

- Credit risk

Credit risk is the risk a financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations and it arises principally from under the Groups receivables. The Group is exposed to credit risk

from its operating activities (primarily trade receivables) and financial assets at amortised cost, such as term deposits and

treasury bills.

Credit risk is managed on a group basis, except for credit risk relating to accounts receivable balances. Each local entity is

responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery

terms and conditions are offered. Credit risk arises from cash and cash equivalents, derivative financial instruments and

deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables

and committed transactions.

The Group’s cash balance and financial assets at amortized cost are held in financial institutions as of 31 December 2025,

with 70% rated Caa1 for credit risk in Egypt, 8% rated at least Ba3 for credit risk in Jordan, 20% rated Aa2 for Bank Mashreq

Dubai, and 2% rated at least B3 for credit risk in Nigeria.

The Group’s cash balance and financial assets at amortized cost are held in financial institutions as of 31 December 2024,

with 60% rated Caa1 for credit risk in Egypt, 10% rated at least Ba3 for credit risk in Jordan, 26% rated A3 for Bank Mashreq

Dubai, and 4% rated at least Caa1 for credit risk in Nigeria.

Trade receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, man-

agement also considers the factors that may influence the credit risk of its customer base, including the default risk associ-

ated with the industry and country or region in which customers operate. Details of concentration of revenue are included

in the operating segment note (see Note 7).

IDH Annual Report 2025

174

The risk management committee has established a credit policy under which each new customer is analysed individually

for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered and credit limit

is set for each customer. The Group’s review includes external ratings, if available, financial statements, industry informa-

tion and in some cases bank references. Receivable limits are established for each customer and reviewed quarterly. Any

receivable balance exceeding the set limit requires approval from the risk management committee. Outstanding customer

receivables are regularly monitored and the average general credit terms given to contract customers are 45 - 60 days.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large

number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calcu-

lation is based on actual incurred historical data and expected future credit losses. The Group does not hold collateral as

security. That maximum exposure to credit risk is disclosed in note 17.

Cash and cash equivalents

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accord-

ance with the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit

limits assigned to each counterparty. Counterparty credit limits are reviewed by the Group’s Board of Directors on an

annual basis and may be updated throughout the year subject to approval of the Group’s management. The limits are set to

minimise the concentration of risks and therefore mitigate financial loss through a counterparty’s potential failure to make

payments.

The maximum exposure to credit risk at the reporting date is the carrying value of cash and cash equivalents disclosed in

Note 18.

- Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of finance

leases and loans.

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted cashflows:

31 December 2025	1 year or less	1 to 5 years	more than 5 years	Total
Financial obligations	405,831	1,096,393	334,449	1,836,673
Put option liabilities	628,645	-	-	628,645
Borrowings	248,480	326,478	-	574,958
Trade and other payables	950,326	-	-	950,326
	2,233,282	1,422,871	334,449	3,990,602

31 December 2024	1 year or less	1 to 5 years	more than 5 years	Total
Financial obligations	372,329	1,104,329	230,185	1,706,843
Put option liabilities	532,499	-	-	532,499
Borrowings	248,197	47,484	-	295,681
Trade and other payables	705,304	-	-	705,304
	1,858,329	1,151,813	230,185	3,240,327

Cash flow forecasting is performed in the operating entities of the Group and aggregated by group finance. The Group

finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational

needs. Such forecasting takes into consideration the Group’s compliance with internal financial position ratio targets and, if

applicable external regulatory or legal requirements – for example, currency restrictions.

The Group’s management retain cash balances in order to allow repayment of obligations in due dates, without taking into

account any unusual effects which it cannot be predicted such as natural disasters. All suppliers and creditors will be repaid

over a period not less 30 days from the date of the invoice or the date of the commitment.

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175

7. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision-maker. The chief operating decision-maker who is responsible for allocating resources and assessing per-

formance of the operating segments has been identified as the steering committee that makes strategic decisions.

The preparation of the Group’s consolidated financial statements in conformity with adopted IFRSs requires man-

agement to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses,

assets and liabilities.

The Group has five operating segments based on geographical location, with the Group’s Chief Operating Decision

Maker (CODM) reviewing the internal management reports and KPIs of each geography. The CODM does not sepa-

rately review assets and liabilities of the Group by reportable segment.

The Group operates in five geographic areas, Egypt, Sudan, Jordan, Nigeria and Saudi Arabia. As a provider of med-

ical diagnostic services, IDH’s operations in Sudan are not subject to sanctions. The revenue split, adjusted EBITDA

split (being the key profit measure reviewed by CODM), impairment loss on trade receivables and net profit and loss

between the five regions is set out below.

				Revenue split by geographic location
For the year ended	Egypt region	Sudan region	Jordan region	Nigeria region	Saudi Arabia	Total
31-Dec-25	6,642,253	2,280	1,025,527	120,748	64,599	7,855,407
31-Dec-24	4,718,163	2,624	898,515	82,073	18,367	5,719,742

				Adjusted EBITDA split by geographic location
For the year ended	Egypt region	Sudan region	Jordan region	Nigeria region	Saudi Arabia	Total
31-Dec-25	2,454,202	(935)	284,724	6,322	(45,994)	2,698,319
31-Dec-24	1,617,263	(10)	252,636	(26,410)	(112,591)	1,730,888

				Impairment loss on trade receivables split by geographic location
For the year ended	Egypt region	Sudan region	Jordan region	Nigeria region	Saudi Arabia	Total
31-Dec-25	41,663	-	2,445	1,000	-	45,108
31-Dec-24	44,504	-	2,829	979	-	48,312

				Net profit / (loss) split by geographic location
For the year ended	Egypt region	Sudan region	Jordan region	Nigeria region	Saudi Arabia	Total
31-Dec-25	1,283,188	9,271	102,679	509	(93,983)	1,301,664
31-Dec-24	1,117,360	(422)	66,878	(29,377)	(146,065)	1,008,374

IDH Annual Report 2025

176

The operating segment profit measure reported to the CODM is adjusted EBITDA, as follows:

	2025	2024
	EGP’000	EGP’000
Profit from operations	2,173,314	1,214,348
Property, plant and equipment and right of use depreciation	540,600	473,704
Amortization of Intangible assets	24,525	9,094
EBITDA	2,738,439	1,697,146
Nonrecurring items *	(40,120)	33,742
Adjusted EBITDA	2,698,319	1,730,888

Nonrecurring items: on 19 June 2025 the company acquired Radiotherapy branch through its subsidiary Al Borg Laboratory Company with total consid-

eration of EGP 400 million which is treated under IFRS 3 as a business combination with total fair value resulted from Purchase price allocation study per-

formed on the acquisition date with EGP 440 million. Difference between the acquisition cost and the fair value identified recorded as a bargain gain from

the acquisition with EGP 40,120 thousand. In 2024 the Company also incurred expenses related to delisted from the Egyptian stock exchange amounting to

EGP 33,742 thousand.

IDH recorded one-off items during the year, namely:

	2025	2024
	EGP’000	EGP’000
Delisting fees	-	33,742
Bargain gain from branch acquisition	(40,120)	-
	(40,120)	33,742

The non-current assets reported to CODM is in accordance with IFRS are as follows:

				Non-current assets by geographic location
For the year ended	Egypt region	Sudan region	Jordan region	Nigeria region	Saudi Arabia	Total
31-Dec-25	3,757,154	-	784,762	28,217	73,239	4,643,372
31-Dec-24	3,037,039	2,374	883,309	35,808	90,482	4,049,012

8. Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue in order to provide re-

turns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the

cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,

return capital to shareholders, issue new shares or sell assets to reduce debt.

The repatriation of a declared dividend from Egyptian group entities are subject to regulation by Egyptian authorities. The

outcome of an Ordinary General Meeting of Shareholders declaring a dividend is first certified by the General Authority for

Investment and Free Zones (GAFI).

Approval is subsequently transmitted to Misr for Central Clearing, Depository and Registry (MCDR) to distribute div-

idends to all shareholders, regardless of their domicile, following notification of shareholders via publication in one

national newspaper.

The Group monitors capital on the basis of the net debt to equity ratio. This ratio is calculated as net debt divided by total

equity. Net debt is calculated as (short-term and long-term financial obligation plus short-term and long term borrowings)

less cash and cash equivalents and financial assets at amortised cost.

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	2025	2024
	EGP’000	EGP’000
Financial obligations (note 26)	1,185,894	1,207,087
Borrowings and accrued interest (note 28)	431,586	282,566
Less: Financial assets at amortised cost (note 19)	(419,002)	(527,832)
Less: Cash and cash equivalents (Note 18)	(1,670,799)	(1,188,082)
Net funds	(472,321)	(226,261)
Total Equity	4,130,376	3,499,499
Net funds as % of equity	(11.4) %	(6.5) %

No changes were made in the objectives, policies, or processes for managing capital during the years ended 31 December

2025 and 31 December 2024.

9. Expense

Included in consolidated income statement are the following:

9.1 Cost of sales

	2025	2024
	EGP’000	EGP’000
Raw material	1,434,499	1,204,351
Cost of specialized analysis at other laboratories	81,327	52,527
Wages and salaries	1,444,574	1,062,684
Property, plant and equipment, right of use depreciation and Amortisation	523,066	441,541
Other expenses	1,018,757	777,086
Total	4,502,223	3,538,189

9.2 Marketing and advertising expenses

	2025	2024
	EGP’000	EGP’000
Advertisement expenses	210,080	150,764
Wages and salaries	125,368	81,435
Property, plant and equipment depreciation	1,541	723
Other expenses	95,704	58,176
Total	432,693	291,098

9.3 Administrative expenses

	2025	2024
	EGP’000	EGP’000
Wages and salaries	421,081	307,875
Property, plant and equipment and right of use depreciation	40,518	40,534
Share based payment *	5,355	-
Other expenses	327,055	324,057
Total	794,009	672,466

During the period the company charged expenses with EGP 5.4 M due to contract signed with Dr. Amid Abdelnour is hereby allocated shadow shares from

Medical health development company (KSA) shares equivalent to 4% of the shares of the issued and paid-up share capital of the company, from time to

time, in two equal rounds: 2% on 31 December 2024 (First Round Shadow Shares) 2% on 31 December 2025 (Second Round Shadow Shares), the value of

the calculations based on company valuation.

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178

9.4 Net other income

	2025	2024
	EGP’000	EGP’000
Other expenses
ECL in Cash	(561)	(1,260)
Provision for end of service	(1,373)	(2,206)
Provision for legal claims	(4,878)	(5,667)
Provision for Egyptian Government Training Fund for employees	-	(995)
Total	(6,812)	(10,128)

	2025	2024
	EGP’000	EGP’000
Bargain gain from branch acquisition	40,120	-
Other income	58,632	54,799
Total	98,752	54,799
Other income/(expenses)	91,940	44,671

9.5 Expenses by nature

	2025	2024
	EGP’000	EGP’000
Raw material	1,434,499	1,204,351
Wages and Salaries	1,991,023	1,451,994
Property, plant and equipment, right of use depreciation and amortisation	565,125	482,798
Advertisement expenses	210,080	150,764
Cost of specialized analysis at other laboratories	81,327	52,527
Transportation and shipping	174,023	130,613
Cleaning expenses	115,239	93,487
Call Center	40,370	29,511
Hospital Contracts	184,591	111,172
Consulting Fees	260,318	230,084
Utilities	77,215	68,326
License Expenses	128,640	106,176
Other expenses	466,475	389,950
Total	5,728,925	4,501,753

9.6 Auditors’ remuneration

The Group paid or accrued the following amounts to its auditors for the financial year ended 31 December 2025 and 2024

and its associates in respect of the audit of the financial statements and for other services provided to the Group.

	2025	2024
	EGP’000	EGP’000
Fees payable to the Company’s auditors for the audit of the Group’s annual finan- cial statements	39,878	34,875
The audit of the Company’s subsidiaries pursuant to legislation	40,579	37,233
	80,457	72,108

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9.7 Net finance (costs)/income

	2025	2024
	EGP’000	EGP’000
Interest expense	(208,501)	(170,574)
Bank Charges	(27,272)	(26,324)
Foreign Exchange loss	(36,957)	-
Total finance costs	(272,730)	(196,898)
Interest income	222,909	144,675
Foreign Exchange gain	-	303,466
Total finance income	222,909	448,141
Net finance (costs)/income	(49,821)	251,243

9.8 Employee numbers and costs

		2025			2024
		Administration			Administration
	Medical	and market	Total	Medical	and market	Total
Number of employees	6,146	991	7,137	5,354	955	6,309

	2025	EGP’000		2024	EGP’000
		Administration			Administration
	Medical	and market	Total	Medical	and market	Total
Wages and salaries	1,321,536	502,040	1,823,576	965,757	360,160	1,325,917
Social security costs	101,665	35,629	137,294	79,760	22,877	102,637
Contributions to defined	21,373	8,780	30,153	17,167	6,273	23,440
contribution plan
Total	1,444,574	546,449	1,991,023	1,062,684	389,310	1,451,994

Details of key management remuneration are provided in note 27 and details of amounts paid to directors are included in

the Remuneration Committee Report (Page 124).

9.9 Net fair value losses on financial assets at fair value through profit or loss

During 2025, Integrated Diagnostics Holdings Limited company invested in Global Depositary Receipt (GDR) tradable in

stock exchanges, where the companies purchased 2.740 million shares, EGP 55 million from the Egyptian Stock Exchange

and sold them during the same period on the London Stock exchange at USD 1.03 million excluding the transaction cost.

During 2024, Integrated Diagnostics Limited company invested in Global Depositary Receipts (GDR) tradable in stock

exchanges, where the companies purchased 4 million shares, EGP 309 million from the Egyptian Stock Exchange and sold

them during the same period on the London Stock Exchange at USD 5.9 million excluding the transaction cost.

		2025	2024	2025	2024
			Number of shares’000	EGP’000	EGP’000
listed equity securities	Shares bought	2,740	3,975	(55,047)	(308,606)
	Shares sale	2,740	3,975	50,107	282,610
				(4,940)	(25,996)

IDH Annual Report 2025

180

10. Income tax

	2025	2024
	EGP’000	EGP’000
Current year tax	(620,551)	(376,356)
DT on undistributed reserves	(163,862)	(48,667)
DT on reversal of temporary differences	(32,476)	(6,198)
Total Deferred tax	(196,338)	(54,865)
Tax expense recognized in profit or loss	(816,889)	(431,221)

b) Reconciliation of effective tax rate

The company is a UK tax resident, and subject to UK taxation. Dividend income into the company is exempt from taxation

when received from a wholly controlled subsidiary, and costs incurred by the company are considered unlikely to be re-

coverable against future UK taxable profits and therefore form part of our unrecognised deferred tax assets. Our judgement

on tax residency has been made based on where we hold board meetings, our listing on the London Stock Exchange and

interactions with investors, and where our company secretarial function is physically based. Our external company secre-

tarial function manages a number of activities of our parent and its board. Board meetings are chaired in London and are

now largely taking place physically in London with the expectation of one physical board meeting a year in Cairo.

	2025	2024
	EGP’000	EGP’000
Profit before tax	2,118,553	1,439,595
Profit before tax multiplied by rate of corporation tax in Egypt of 22.5% (2024:	476,674	323,909
22.5%)
Effect of overseas tax rates	22,684	(69,685)
Tax effect of:
Deferred tax not recognised	52,870	59,306
Deferred tax arising on undistributed dividend	163,862	48,667
Non-deductible expenses for tax purposes - employee profit share	46,938	26,781
Non-deductible expenses for tax purposes - other	53,861	42,243
Tax expense recognised in profit or loss	816,889	431,221

Deferred tax

Deferred tax relates to the following:

		2025		2024
	Assets	Liabilities	Assets	Liabilities
	EGP’000	EGP’000	EGP’000	EGP’000
Property, plant and equipment	-	(70,225)	-	(38,224)
Intangible assets	-	(117,919)	-	(120,077)
Undistributed reserves from group	-	(370,571)	-	(275,542)
subsidiaries
Tax Losses	61	-	2,488	-
Total deferred tax assets/(liability)	61	(558,715)	2,488	(433,843)
	-	(558,654)	-	(431,355)

All deferred tax amounts are expected to be recovered or settled more than twelve months after the reporting period.

The difference between net deferred tax balances recorded on the income statement is as follows:

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181

			Effect of
		Deferred tax	translation to
	Net Balance 1	recognized in	presentation	WHT tax	Net Balance
2025	January	profit or loss	currency	paid	31 December
Property, plant and equipment	(38,224)	(32,207)	206	-	(70,225)
Intangible assets	(120,077)	2,158	-	-	(117,919)
Undistributed dividend from group	(275,542)	(163,862)	-	68,833	(370,571)
subsidiaries
Tax losses	2,488	(2,427)	-	-	61
	(431,355)	(196,338)	206	68,833	(558,654)

			Effect of
		Deferred tax	translation to
	Net Balance 1	recognized in	presentation	WHT tax	Net Balance
2024	January	profit or loss	currency	paid	31 December
Property, plant and equipment	(39,552)	3,089	(1,761)	-	(38,224)
Intangible assets	(111,033)	(9,044)	-	-	(120,077)
Undistributed dividend from group	(226,875)	(48,667)	-	-	(275,542)
subsidiaries
Tax losses	2,731	(243)	-	-	2,488
	(374,729)	(54,865)	(1,761)	-	(431,355)

All movements in the deferred tax asset/liability in the year have been recognised in the profit or loss account.

Deferred tax liabilities and assets have been calculated based on the enacted tax rate at 31 December 2025 for the country

the liabilities and assets has arisen. The enacted tax rate in Egypt is 22.5% (2024: 22.5%), Jordan 21% (2024: 21%), Sudan 30%

(2024: 30%) and Nigeria 30% (2024: 30%).

* Undistributed reserves from group subsidiaries

The Group’s dividend policy is to distribute any excess cash after taking into consideration all business cash requirements

and potential acquisition considerations. The expectation is to distribute profits held within subsidiaries of the Group in

the near foreseeable future. During 2015 the Egyptian Government imposed a tax on dividends at a rate of 5% of dividends

distributed from Egyptian entities. On September 30, 2020, the Egyptian government issued a law to increase the tax rate

to 10%. As a result, a deferred tax liability has been recorded for the future tax expected to be incurred from undistributed

reserves held within the Group which will be taxed under the new legislation imposed and were as follows:

	2025	2024
	EGP’000	EGP’000
Al Mokhtabar Company for Medical Labs	151,583	100,361
Alborg Laboratory Company	92,800	69,979
Integrated Medical Analysis Company	93,540	65,983
Al Makhbariyoun Al Arab Company	32,648	39,218
	370,571	275,541

Unrecognized deferred tax assets

The following items make up unrecognised deferred tax assets. The local tax law does not permit deductions for provisions

against income tax until the provision becomes realised. No deferred tax asset has been recognised on tax losses for both

Echo-Scan Nigeria and Wayak Egypt due to the uncertainty of the available future taxable profit, which the Group can use

the benefits therefrom.

IDH Annual Report 2025

182

		2025		2024
	Gross Amount	Tax Effect	Gross Amount	Tax Effect
	EGP’000	EGP’000	EGP’000	EGP’000
Impairment of trade receivables (Note 17)	241,426	54,321	197,914	44,531
Impairment of other receivables (Note 17)	10,559	2,376	10,559	2,376
Provision for legal claims (Note 22)	10,459	2,353	9,759	2,196
Tax losses *	1,970,077	491,313	1,419,590	358,081
	2,232,521	550,363	1,637,822	407,184
Unrecognized deferred tax asset		550,363		407,184

There is no expiry date for the Unrecognized deferred tax assets.

* The company has carried forward tax losses on which no deferred tax asset is recognised as follows:

			2025		2024
		Gross Amount	Tax Effect	Gross Amount	Tax Effect
Company	Country	EGP’000	EGP’000	EGP’000	EGP’000
Integrated Diagnostics Holdings plc	Jersey	1,096,118	274,029	942,357	235,590
Dynasty Group Holdings Limited	England and	322,222	80,556	10,425	2,606
	Wales
WAYAK Pharma	Egypt	9,369	2,108	19,908	4,479
Medical Genetic Center	Egypt	17,350	3,904	17,325	3,898
Golden Care for Medical Services	Egypt	8,610	1,937	8,254	1,857
Medical health care	Saudi Arabia	261,435	52,287	167,451	33,490
Echo-Scan	Nigeria	254,973	76,492	253,870	76,161
		1,970,077	491,313	1,419,590	358,081

11. Earnings per share (EPS)

Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weight-

ed average number of ordinary shares outstanding during the year. There are no dilutive effects from ordinary share and no

adjustment required to weighted-average numbers of ordinary shares.

The following table reflects the income and share data used in the basic and diluted EPS computation:

	2025	2024
	EGP’000	EGP’000
Profit attributable to ordinary equity holders of the parent for basic earnings	1,262,207	1,077,434
EGP’000
Weighted average number of ordinary shares for basic and dilutive EPS’000	581,326	593,622
Basic and diluted earnings per share EGP	2.17	1.82

Earnings per diluted share are calculated by adjusting the weighted average number of shares by the effects resulting from

all the ordinary potential shares that causes this dilution.

The Company has no potentially dilutive shares as of the 31 December 2025 and 31 December 2024, therefore; the earnings

per diluted share are equivalent to basic earnings per share.

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12. Property, plant and equipment

					Building &
		Medical,			Leasehold
		& electric	Leasehold	Fixtures, fittings	improvements in	Payment on
	Land & Buildings	equipment	improvements	& vehicles	construction	account	Total
	EGP’000	EGP’000	EGP’000	EGP’000	EGP’000	EGP’000	EGP’000
Cost
At 1 January 2024	460,869	1,254,894	644,956	155,168	38,227	10,882	2,564,996
Additions	3,284	125,227	57,012	14,684	9,007	-	209,214
Disposals	-	(10,365)	(3,063)	(2,468)	-	(3,747)	(19,643)
Exchange differences	28,784	144,968	129,583	47,852	5,371	-	356,558
Transfers	-	-	30,972	-	(30,972)	-	-
At 31 December 2024	492,937	1,514,724	859,460	215,236	21,633	7,135	3,111,125
Additions	15,764	298,037	71,592	9,821	40,686	254	436,154
Additions resulted from acquisition*	243,404	186,516	-	10,200	-	-	440,120
Disposals	-	(13,437)	(394)	(3,354)	-	-	(17,185)
Exchange differences	(4,579)	(35,868)	(21,803)	(7,831)	89	-	(69,992)
Transfers	-	-	13,302	-	(13,302)	-	-
At 31 December 2025	747,526	1,949,972	922,157	224,072	49,106	7,389	3,900,222
Accumulated Depreciation and impairment
At 1 January 2024	69,311	655,649	353,808	71,503	-	-	1,150,271
Depreciation charge for the year	8,561	161,722	108,912	20,854	-	-	300,049
Disposals	-	(6,030)	(544)	(1,257)	-	-	(7,831)
Exchange differences	2,999	88,985	60,291	26,714	-	-	178,989
At 31 December 2024	80,871	900,326	522,467	117,814	-	-	1,621,478
Depreciation charge for the year	11,263	188,834	120,596	21,994	-	-	342,687
Disposals	-	(7,742)	(353)	(2,787)	-	-	(10,882)
Exchange differences	(605)	(28,149)	(12,127)	(5,152)	-	-	(46,033)
At 31 December 2025	91,529	1,053,269	630,583	131,869	-	-	1,907,250
Net book value
At 31-12-2025	655,997	896,703	291,574	92,203	49,106	7,389	1,992,972
At 31-12-2024	412,066	614,398	336,993	97,422	21,633	7,135	1,489,647

*Refer to Note 3 (a) – Business Combinations.

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184

13. Intangible assets and goodwill

	Goodwill	Brand Name	Software	Total
	EGP’000	EGP’000	EGP’000	EGP’000
Cost
At 1 January 2024	1,304,967	403,461	99,358	1,807,786
Additions	-	-	15,383	15,383
Effect of movements in exchange rates	58,310	25,648	13,969	97,927
At 31 December 2024	1,363,277	429,109	128,710	1,921,096
Additions	-	-	84,887	84,887
Effect of movements in exchange rates	(9,482)	(4,100)	(2,228)	(15,810)
At 31 December 2025	1,353,795	425,009	211,369	1,990,173
Amortisation and impairment
At 1 January 2024	17,718	392	79,493	97,603
Amortisation	-	-	9,094	9,094
Effect of movements in exchange rates	(476)	(25)	8,833	8,332
At 31 December 2024	17,242	367	97,420	115,029
Amortisation	-	-	24,525	24,525
Effect of movements in exchange rates	(149)	(24)	(1,729)	(1,902)
At 31 December 2025	17,093	343	120,216	137,652
Net book value
At 31 December 2025	1,336,702	424,666	91,153	1,852,521
At 31 December 2024	1,346,035	428,742	31,290	1,806,067

14. Goodwill and intangible assets with indefinite lives (note 4-h)

Goodwill acquired through business combinations and intangible assets with indefinite lives are allocated to the Group’s

CGUs as follows:

	2025	2024
	EGP’000	EGP’000
Al Makhbariyoun Al Arab (“Biolab”)
Goodwill	140,325	149,658
Brand name	61,281	65,357
	201,606	215,015
Alborg Laboratory Company (“Al-Borg”)
Goodwill	497,275	497,275
Brand name	142,066	142,066
	639,341	639,341
Al Mokhtabar Company for Medical Labs (“Al-Mokhtabar”)
Goodwill	699,102	699,102
Brand name	221,319	221,319
	920,421	920,421
Balance at 31 December	1,761,368	1,774,777

Assumptions used in value in use calculations and sensitivity to changes in assumptions.

IDH internally prepared an impairment assessment of the Group’s CGUs. The assessment was carried out based on busi-

ness plans provided by IDH.

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185

These plans have been prepared based on criteria set out below:

		2025
	Bio Lab	Al-Mokhtabar	Al-Borg
Average annual patient growth rate from 2026-2030	8%	5%	6%
Average annual price per test growth rate from 2026-2030	1%	9%	12%
Annual revenue growth rate from 2026-2030	9%	15%	18%
Average gross margin from 2026-2030	47%	47%	42%
Terminal value growth rate from 1 January 2030	3%	5%	5%
Discount rate	18%	23%	24%

		2024
	Bio Lab	Al-Mokhtabar	Al-Borg
Average annual patient growth rate from 2025-2029	4%	5%	1%
Average annual price per test growth rate from 2025-2029	1%	9%	8%
Annual revenue growth rate from 2025-2029	5%	12%	10%
Average gross margin from 2025-2029	39%	42%	35%
Terminal value growth rate from 1 January 2029	3%	5%	5%
Discount rate	14%	24%	24%

The above assumptions are based on historical performance, macroeconomic conditions and forecasted performance for

each CGU.

Management have compared the recoverable amount of CGUs to the carrying value of CGUs. The recoverable amount is the

higher of value in use and fair value less costs of disposal. In the exercise performed and the assumptions noted above the

value in use was noted to be higher than the fair value less costs of disposal.

During 2025, management has conducted a business plan projection with the assumptions above used to calculate the net

present value of future cashflows to determine recoverable amount. The projected cash flows from 2026- 2030 have been

based on detailed forecasts prepared by management for each CGU and a terminal value thereafter. Management have

used experience and historical trends achieved to determine the key growth rate and margin assumptions set out above.

The terminal value growth rate applied is not considered to exceed the average growth rate for the industry and geographic

locations of the CGUs.

This recoverable amount is then compared to the carrying value of the asset as recorded in the books and records of IDH

plc. The WACC has been used considering the risks of each CGU. These risks include country risk, currency risk as well as

the beta factor relating to the CGU and how it performs relative to the market.

The headroom between carrying value and recoverable amount is as follows:

	Recoverable amount	CGU carrying value	Headroom
	EGP’000	EGP’000	EGP’000
Almokhtabar	7,825,136	2,040,952	5,784,184
Alborg	4,407,098	2,100,623	2,306,475
Al Makhbariyoun Al Arab	1,921,336	893,683	1,027,653

Echo-Scan, and our other businesses are loss making but carry no goodwill or intangible assets, and thus where there are

indicators of impairment risk this would relate to the specific recoverability of their net assets, which is largely Property

Plant and Equipment in nature. Management have assessed these and consider either the values in question to not be sig-

nificant, or that the carrying values are supported based on realisable value or forecast future profits and cashflow.

IDH Annual Report 2025

186

As a sensitivity analysis, management has also considered multiple Scenario to reflect additional risk. This did not result in

an impairment under any of the CGUs that had a recoverable amount based on value in use as the following:

		CGU carrying
	Recoverable	value	Headroom
Scenario	amount	EGP’000	EGP’000
Almokhtabar - impact of increasing the discount rate by 5%	6,087,893	2,040,952	4,046,941
Almokhtabar - impact of reducing the cash flow by reducing both the prices	7,090,524	2,040,952	5,049,572
and the volume by 2%
Almokhtabar - impact of reducing the cash flow by reducing both the prices	5,420,855	2,040,952	3,379,903
and the volume by 2%, increasing the discount rate by 5% and decreasing the terminal value growth by 1%
Alborg - impact of increasing the discount rate by 5%	3,470,587	2,100,623	1,369,964
Alborg - impact of reducing the cash flow by reducing both the prices	3,748,382	2,100,623	1,647,759
and the volume by 2%
Alborg - impact of reducing the cash flow by reducing both the prices	2,922,094	2,100,623	821,471
and the volume by 2%, increasing the discount rate by 5% and decreasing the terminal value growth by 1%
Al Makhbariyoun Al Arab - impact of increasing the discount rate by 5%	1,400,742	893,683	507,059
Al Makhbariyoun Al Arab - impact of reducing the cash flow by stabilizing the prices and Reducing the volume by 2%	1,420,366	893,683	526,683
Al Makhbariyoun Al Arab - impact of reducing the cash flow by stabilizing the prices, Reducing the volume by 2%, increasing the discount rate by 5% and de- creasing the terminal value growth by 1%	1,018,738	893,683	125,055

15. Financial asset at fair value through profit and loss

	2025	2024
	EGP’000	EGP’000
Current equity investments	35,285	36,158
Balance at 31 December	35,285	36,158

* On August 17, 2017, Al Makhbariyoun Al Arab (seller) has signed IT purchase Agreement with JSC Mega Lab (Buyer) to transfer and install the Laboratory

Information Management System (LIMS) for a purchase price amounted to USD 400,000, which will be in the form of 10% equity stake in JSC Mega Lab.

In case the valuation of the project is less or more than USD 4,000,000, the seller stake will be adjusted accordingly, in a way that the seller equity stake shall

not fall below 5% of JSC Mega Lab.

• Ownership percentage in JSC Mega Lab at the transaction date on April 8, 2019, and as of December 31, 2025, was

8.25%.

• On April 8, 2019, Al Mokhabariyoun Al Arab (Biolab) signed a Shareholder Agreement with JSC Mega Lab and JSC Geor-

gia Healthcare Group (CHG), which meant that BioLab had a put option, exercisable within 12 months immediately

after the expiration of five (5) year period from the signing date. This put option allowed BioLab’s stake to be bought out

by CHG at a price of the equity value of BioLab Shares/total stake (being USD 400,000) plus 15% annual IRR (including

preceding 5 Financial years). This option was not subsequently exercised, and therefore lapsed on April 8 2025. From

this date, the agreement stated that CHG have a call option to purchase Biolab’s shares at a price equivalent to the equity

value of Biolab’s stake (being USD 400,000) plus the higher of 20% annual IRR or 6X EV/EBITDA (of the financial year

immediately preceding the call option exercise date).

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187

16. Inventories

	2025	2024
	EGP’000	EGP’000
Chemicals and operating supplies	424,428	317,562
	424,428	317,562

During 2025, EGP 1,434,499k (2024: EGP 1,204,351k) was recognised as an expense for inventories, this was recognised in

cost of sales. The major balance of the raw material is represented in the Kits, slow-moving items of those Kits are immateri-

al. It is noted that days inventory outstanding (based on the average of opening and closing inventory) stands as 94 days at

31 Dec 2025(2024: 105 days).

17. Trade and other receivables

	2025	2024
	EGP’000	EGP’000
Trade receivables – net	996,485	804,081
Prepayments	121,558	80,297
Due from related parties note (27)	5,968	5,543
Other receivables	258,697	108,652
Accrued revenue	19,593	12,032
	1,402,301	1,010,605

As at 31 December 2025, the expected credit loss related to trade and other receivables was EGP 251,988k (2024: EGP

208,476k). Below show the movements in the provision for impairment of trade and other receivables:

	2025	2024
	EGP’000	EGP’000
At 1 January	208,476	191,580
Charge for the year	45,108	48,312
Utilised	-	(41,567)
Exchange differences	(1,596)	10,151
At 31 December	251,988	208,476

The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss

(historical customer’s collection, Customers’ contracts conditions) and applying experienced credit judgement. Credit risk

grades are defined using qualitative and quantitative factors that are indicative of the risk of default.

Expected credit loss assessment is based on the following:

1. The customer list was divided into 9 sectors,

2. Each sector was divided according to customers aging,

3. Each sector was studied according to the historical events of each sector. According to the study conducted, the expect-

ed default rate was derived from each of the aforementioned period,

4. General economic conditions.

The results of the quarterly assessment will increase/decrease the percentage allocated to each period. Balances overdue

by at least one year are fully provided for. On a quarterly basis, IDH revises its forward-looking estimates and the general

economic conditions to assess the expected credit loss.

IDH Annual Report 2025

188

Impairment of trade and notes receivables

The requirement for impairment of trade receivables is made through monitoring the debts aging and reviewing customer’s

credit position and their ability to make payment as they fall due. An impairment is recorded against receivables for the

irrecoverable amount estimated by management. At the year end, the provision for impairment of trade receivables was

EGP 241,426k (31 December 2024: EGP 197,913k). This is lower than the amount of EGP 251,988k (31 December 2024: EGP

208,476k) as that amount also includes provision on other receivables.

A reasonable possible change of 100 basis points in the expected credit loss at the reporting date would have increased (de-

creased) profit or loss by the amount of EGP 12,379k. This analysis assumes that all other variables remain constant.

The following table provides information about the exposure to expected credit loss (ECL) for trade receivables from indi-

vidual customers for the nine segments at:

	Weighted average	Gross carrying	Loss
	loss rate	amount	allowance
31-Dec-25	EGP’000	EGP’000	EGP’000
Current (not past due)	3.00%	478,953	(14,370)
1–30 days past due	9.00%	193,642	(17,420)
31–60 days past due	5.38%	133,930	(7,206)
61–90 days past due	8.54%	69,381	(5,924)
91–120 days past due	12.99%	49,407	(6,417)
121–150 days past due	11.90%	32,420	(3,858)
More than 150 days past due	66.47%	280,178	(186,231)

	Weighted average	Gross carrying	Loss
	loss rate	amount	allowance
31-Dec-24	EGP’000	EGP’000	EGP’000
Current (not past due)	3.70%	326,272	(12,079)
1–30 days past due	4.59%	148,696	(6,822)
31–60 days past due	5.18%	135,133	(6,999)
61–90 days past due	8.89%	88,708	(7,885)
91–120 days past due	15.84%	48,706	(7,714)
121–150 days past due	15.77%	29,520	(4,654)
More than 150 days past due	67.46%	224,959	(151,760)

As at 31 December, the ageing analysis of trade receivables is as follows:

	EGP’000	EGP’000	EGP’000	EGP’000	EGP’000
	Total	< 30 days	30-60 days	61-90 days	> 90 days
2025	996,485	640,805	126,724	63,457	165,499
2024	804,081	456,067	128,134	80,823	139,057

18. Cash and cash equivalents

	2025	2024
	EGP’000	EGP’000
Cash at banks and on hand	363,261	516,318
Treasury bills (less than 3 months)	39,670	14,358
Term deposits (less than 3 months)	1,267,868	657,406
	1,670,799	1,188,082

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits and treasury bills are

made for varying periods of between one day and three months, depending on the immediate cash requirements of the

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

189

Group, and earn interest at the respective weighted average rate. Of the above Short-term deposits, EGP 1,000,000k (2024:

EGP 536,850k) relates to amounts held in Egypt with a weighted average rate of 16.94% (2024: 22.65%), EGP 67,048k (2024:

EGP 49,984k) relates to amounts held in Jordan with a weighted average rate of 4.65% (2024: 4.86%), EGP 24,602k (2024:

EGP 70,572k) relates to amounts held in Mauritius with a weighted average rate of 4.07% (2024: 4.80%) and EGP 176,218k

(2024: EGP Nil) relates to amounts held in Dubai with a weighted average rate of 3.61% (2024: Nil%). Treasury bills are de-

nominated in EGP and earn interest at a weighted average rate of 26.68% (2024: 30.52%) per annum.

19. Financial assets at amortised cost

	2025	2024
	EGP’000	EGP’000
Term deposits (more than 3 months)	335,754	468,142
Treasury bills (more than 3 months)	83,248	59,690
	419,002	527,832

The maturity date of the fixed term deposit and treasury bills is between 3–12 months. Treasury bills are denominated in

EGP and earn interest at an effective rate of 26.42% (2024: 29.96%) per annum. Of the above Term deposits, EGP 29,936k

(2024: EGP 42,736k) relates to amounts held in Egypt with a weighted average rate of 5.58% (2024: 15.97%), EGP 67,685k

(2024: EGP 69,900k) relates to amounts held in Jordan with a weighted average rate of 4.25% (2024: 5.09%) and EGP

238,133k (2024: EGP 355,506k ) relates to amounts held in Dubai with a weighted average rate of 3.75% (2024: 4.33%)

20. Share capital and reserves

The Company’s ordinary share capital is $145,331,568 equivalent to EGP 1,039,120,711.

All shares are authorised and fully paid and have a par value $0.25.

	2025	2024
In issue at beginning of the year	581,326,272	600,000,000
Buyback of shares	-	(18,673,728)
In issue at the end of the year	581,326,272	581,326,272

On 18 September 2024, Integrated Diagnostics Holding PLC Company “IDH” Purchased a total of 18,673,728 treasury

shares at a total amount of EGP 374.4 million, all of these treasury shares were cancelled on 8 October 2024.

The table below shows the number of shares held by Hena Holdings Limited and Actis IDH BV as well as how many shares

are then held which are floating and not held by companies that do not have individuals on the board of the Group as of

December 31, 2025, and December 31, 2024.

		Ordinary shares	Ordinary shares
31-Dec-25	Number of shares	% of contribution	Par value
Hena Holdings Limited	162,445,383	27.94%	40,611,346
Actis IDH B V	126,000,000	21.67%	31,500,000
Free floating	292,880,889	50.39%	73,220,222
	581,326,272	100%	145,331,568

Other Reserves

The capital reserve was created when the Group’s previous parent company, Integrated Diagnostics Holdings LLC – IDH

(Caymans) arranged its acquisition by Integrated Diagnostics Holdings PLC, a new legal parent. The balances arising repre-

sent the difference between the value of the equity structure of the previous and new parent companies.

During 2024, The capital reserve was impacted by the reduction of put option in Medical Health Development Company

(“MHD”) after acquiring the stake previously held by Izhoor Holding Medical Company LLC (“Izhoor”), therefore the put

option is no longer needed.

IDH Annual Report 2025

190

During 2024, The capital redemption reserve was impacted by the purchasing and cancelling of treasury stocks based on

approval by shareholders through an Extraordinary general meeting, The shares were purchased at an average price of EGP

20.05 per share for 18,673,728 shares.

Legal reserves

Legal reserve was formed based on the legal requirements of the Egyptian law governing the Egyptian subsidiaries. Ac-

cording to the Egyptian subsidiaries’ article of association 5% (at least) of the annual net profit is set aside to from a legal

reserve. The transfer to legal reserve ceases once this reserve reaches 50% of the entity’s issued capital. If the reserve falls

below the defined level, then the entity is required to resume forming it by setting aside 5% of the annual net profits until it

reaches 50% of the issued share capital.

Put option reserve

Through acquisitions made within the Group, put option arrangements have been entered into to purchase the remaining

equity interests in subsidiaries from the vendors at a subsequent date. At acquisition date an initial put option liability is

recognised and a corresponding entry recognised within the put option reserve. After initial recognition the accounting

policy for put options is to recognise all changes in the carrying value of the liability within put option reserve. When the

put option is exercised by the vendors the amount recognised within the reserve will be reversed.

Translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial

statements of foreign subsidiaries.

21. Distributions made and proposed

	2025	2024
	EGP’000	EGP’000
Cash dividends on ordinary shares declared and paid:
US$ 0.017 per qualifying ordinary share (2024: Nil)	478,306	-
	478,306	-
After the balance sheet date, the following dividends were proposed by the directors (the dividends have not been provided for):	235,336	-
US$ 0.0085 per qualifying ordinary share (2024: Nil)	235,336	-

22. Provisions

		Provision
		for Egyptian
		Government
	Provision for	Training Fund	Provision for
	end Of Service	for employees	legal claims	Total
	EGP’000	EGP’000	EGP’000	EGP’000
At 1 January 2025	2,742	10,787	9,759	23,288
Provision made during the year	1,373	-	4,878	6,251
Provision used during the year	(299)	-	(2,838)	(3,137)
Provision reversed during the year	-	(10,787)	(1,340)	(12,127)
Effect of translation currency	(224)	-	-	(224)
At 31 December 2025	3,592	-	10,459	14,051
Current	-	-	-	-
Non- Current	3,592	-	10,459	14,051

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191

		Provision
		for Egyptian
		Government
	Provision for	Training Fund	Provision for
	end Of Service	for employees	legal claims	Total
	EGP’000	EGP’000	EGP’000	EGP’000
At 1 January 2024	332	11,865	5,561	17,758
Provision made during the year	2,206	995	5,667	8,868
Provision used during the year	(96)	-	(871)	(967)
Provision reversed during the year	-	(2,073)	(598)	(2,671)
Effect of translation currency	300	-	-	300
At 31 December 2024	2,742	10,787	9,759	23,288
Current	-	-	-	-
Non- Current	2,742	10,787	9,759	23,288

Egyptian Government Training Fund for employees

According to Article 134 of the Labor Law for Vocational Guidance and Training issued by the Egyptian government in 2003,

Al-Borg, Almokhtabar and Integrated Medical Analysis Company shall comply with the requirements stipulated in this law

to provide 1% of net profits each year in the training fund. During 2025 further legislation was published according to Arti-

cle 2 which confirmed that the company would not be obligated to any liability relating to labour law.

End Of Service

As per Article 88 of the Labor Law in Saudi Arabia, in the event of the termination of an employee’s service, the company

is required to settle the wages owed within one week. Conversely, if the employee terminates the contract, the company is

obligated to fulfil their rights within two weeks.

Legal claims provision

The amount comprises the gross provision in respect of legal claims brought against the Group. Management’s opinion, af-

ter taking appropriate legal advice, is that the outcome of these legal claims will not give rise to any significant loss beyond

the amounts provided as at 31 December 2025.

23. Trade and other payables

	2025	2024
	EGP’000	EGP’000
Trade payables	563,450	320,068
Accrued expenses	269,519	246,523
Due to related parties note (27)	35,619	28,654
Other payables	104,405	125,935
Deferred revenue	144,286	96,410
Accrued finance cost	4,244	8,661
	1,121,523	826,251

Deferred income relates to loyalty points accrued by customers. During the year ended 31 December 2025, 100% (year end-

ed 31 December 2024: 100%) of the opening deferred income was recognised as revenue.

Management expects that 100% of the deferred income balance as at 31 December 2025 will be recognised as revenue dur-

ing the next financial year.

Unearned revenue in relation to contracts in place as at 31 May 2025 which will be earned in future periods is EGP 144 mil-

lion (31 December 2024: EGP 96 million), with 100% expected to be recognised within one year (31 December 2024: 100%).

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192

24. Put option liability

	2025	2024
	EGP’000	EGP’000
Current put option - Al Makhbariyoun Al Arab	578,151	512,577
Current put option - Eagle Eye Echo-Scan	50,494	19,922
	628,645	532,499

Put option - Al Makhbariyoun Al Arab

The accounting policy for put options after initial recognition is to recognise all changes in the carrying value of the put

liability within equity.

Through the historical acquisitions of Al Makhbariyoun Al Arab the entered into separate put option arrangements to pur-

chase the remaining equity interests from the vendors at a subsequent date. At acquisition a put option liability has been

recognised for the net present value for the exercise price of the option.

The options is calculated at seven times EBITDA of the last 12 months minus Net Debt, it’s exercisable in whole from the

fifth anniversary of completion of the original purchase agreement, which fell due in June 2016. The vendor has not exer-

cised this right at 31 December 2025. It is important to note that the put option liability is treated as current as it could be

exercised at any time by the NCI. However, based on discussions and ongoing business relationship, there is no expectation

that this will happen in next 21 months. The option has no expiry date.

Put option - Eagle Eye Echo-Scan

IFC has the option to put its shares according to definitive agreements signed on 15 January 2018 between Dynasty group

Holdings Limited and International Finance Corporation (IFC) related to the Eagle Eye Echo-Scan Limited transaction, IFC

has the option to put it is shares to Dynasty group Holdings Limited in year 2024. The put option price will be calculated on

the basis of the fair market value determined by an independent valuer.

According to the International Private Equity and Venture Capital Valuation Guidelines, there are multiple ways to calculate

the put option including Discounted Cash Flow, Multiples, Net assets. Multiple valuation was applied and EGP 50 million

was calculated as the valuation as at 31 December 2025 (2024; EGP 20 m). In line with applicable accounting standards with

IAS 32 the entity has recognised a liability for the present value of the exercise price of the option price.

25. Borrowings

		Nominal		31 Dec 25	31 Dec 24
	Currency	interest rate	Maturity	EGP’000	EGP’000
Kuwait Finance Bank (AUB –	EGP	CBE corridor rate * +1%	26 January 2027	40,479	67,465
Previously)
Kuwait Finance Bank (AUB –	EGP	CBE corridor rate * +0.75%	31 May 2030	340,000	-
Previously) **
Kuwait Finance Bank (AUB –	EGP	Secured 5%	3 December 2026	22,902	17,940
Previously)
Mashreq bank	USD	Secured 5%	-	-	162,474
Bank Al Etihad	JOD	Secured 9%	September 2026	23,961	17,128
				427,342	265,007
Amount held as:
Current Liability				173,849	224,528
Non-current liability				253,493	40,479
				427,342	265,007

As at 31 December 2025 corridor rate is 21.00% (2024: 28.25%).

During the period the company signed medium-term loan amounting to EGP 400 M to finance the investment cost for radiotherapy branch acquisition, as

of 31 December 2025 the company had drown down EGP 340 M from the total facility available, the loan will be fully repaid by May 2030.

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193

A) In July 2018, AL-Borg lab, one of IDH subsidiaries, was granted a medium term loan amounting to EGP 130.5m from

Kuwait Finance Bank (AUB – Previously) to finance the investment cost related to the expansion into the radiology seg-

ment. As at 31 December 2025, only EGP 124.9M had been drawn down from the total facility available with EGP 84.4M

repaid, the loan will be fully repaid by January 2027.

The loan contains the following financial covenants which if breached will mean the loan is repayable on demand:

1. The financial leverage shall not exceed 0.7 throughout the period of the loan

“Financial leverage”: total bank debt divided by equity

2. The debt service ratios (DSR) shall not be less than 1.35 starting 2020

“Debt service ratio”: cash operating profit after tax plus depreciation for the financial year less annual maintenance on

machinery and equipment adding cash balance (cash and cash equivalents) divided by total financial payments.

“Cash operating profit”: Operating profit after tax, interest expense, depreciation and amortization, is calculated as

follows: Net income after tax and unusual items adding Interest expense, Depreciation, Amortisation and provisions

excluding tax related provisions less interest income and Investment income and gains from non-recurring items.

“Financial payments”: current portion of long-term debt including interest expense and fees and dividends distributions.

3. The current ratios shall not be less than 1.

“Current ratios”: Current assets divided current liabilities.

AL- Borg company didn’t breach any covenants for MTL agreements.

On June 2025 the company signed medium-term loan with Kuwait Finance Bank amounting to EGP 400 M for the acquisi-

tion of Radiotherapy branch which will be repaid on 31 May 2030 The loan contains the following financial covenants which

if breached will mean the loan is repayable on demand:

1- The financial leverage shall not exceed 1 throughout the period of the loan

“Financial leverage”: total bank debt divided by equity

2- The debt service ratios (DSR) shall not be less than 1.00 starting 2025

The Company has complied with all financial covenants. Non-compliance with these covenants may result in penalties,

restrictions, or other remedies as stipulated in the agreement.

26. Financial obligations

The Group leases property and equipment. Property leases include branches, warehouse, parking and administration

buildings. The leases typically run for average period from 5-10 years, with an option to renew the lease after that date.

Lease payments are renegotiated with renovation after the end of the lease term to reflect market rentals. For certain leases,

the Group is restricted from entering into any sub-lease arrangements. The property leases were entered into as combined

leases of land and buildings.

If the minimum annual commitment payments are met over the agreement period ownership of the equipment supplied

will legally transfer to the IDH. The finance asset and liability has been recognised at an amount equal to the fair value of

the underlying equipment. This is based on the current cost price of the equipment supplied provided by the suppliers of

the agreement. The averaged implicit interest rate of finance obligation has been estimated to be 10.3%. The equipment is

being depreciated based on units of production method as this most closely reflects the consumption of the benefits from

the equipment.

IDH Annual Report 2025

194

Information about the agreements for which the Group is lessee is presented below.

a) Right-of-use assets

	2025	2024
	EGP’000	EGP’000
Balance at 1 January	753,298	683,025
Addition for the year	274,484	109,710
Depreciation charge for the year	(197,913)	(173,655)
Terminated Contracts	(10,164)	(18,288)
Exchange differences	(21,826)	152,506
Balance at 31 December	797,879	753,298

b) Other Financial obligations

Future minimum financial obligation payments under leases and sales purchase contracts, together with the present value

of the net minimum lease payments are, as follows:

	2025	2024
	EGP’000	EGP’000
*Financial liability– laboratory equipment	179,840	263,892
*Lease liabilities building	1,006,054	943,195
	1,185,894	1,207,087

The financial obligation liabilities for the laboratory equipment and building are payable as follows:

	Minimum
	payments	Interest	Principal
	2025	2025	2025
	EGP’000	EGP’000	EGP’000
Less than one year	405,831	160,974	244,857
Between one and five years	1,096,393	395,180	701,213
More than 5 years	334,449	94,625	239,824
	1,836,673	650,779	1,185,894

	Minimum
	payments	Interest	Principal
	2024	2024	2024
	EGP’000	EGP’000	EGP’000
Less than one year	372,329	136,132	236,197
Between one and five years	1,104,329	308,544	795,785
More than 5 years	230,185	55,080	175,105
	1,706,843	499,756	1,207,087

c) Amounts other financial obligations recognised in consolidated income statement

	2025	2024
	EGP’000	EGP’000
Interest on lease liabilities	132,892	112,544
Expenses related to short-term lease	8,586	7,981

During the year, there was a total cash outflow relating to leases of EGP 309,874 K (2024: EGP 255,903K)

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195

27. Related party transactions disclosures

			2025
			Transaction	Amount due
			amount of the year	from / (to)
Related Party	Nature of transaction	Nature of relationship	EGP’000	EGP’000
ALborg Scan (S.A.E) *	Expenses paid on behalf	Affiliate **	-	-
International Fertility		***
**	Expenses paid on behalf	Affiliate	4	15
(IVF)
H.C Security	Provide service	Entity owned by Company’s	(17)	(90)
		board member
Life Health Care	Provided service	Entity owned by Company's CEO	724	1,419
Dr. Amid Abd Elnour	Put option liability	Bio. Lab C.E.O and shareholder	(65,574)	(578,151)
	Current account	Bio. Lab C.E.O and shareholder	(10,491)	(30,174)
	Share-based payment	Bio. Lab C.E.O and shareholder	(5,355)	(5,355)
International Finance	Put option liability	Echo-Scan shareholder	(30,573)	(50,494)
corporation (IFC)
Integrated Treatment for	Rental income	Entity owned by Company’s CEO	2,019	-
Kidney Diseases (S.A.E)	Medical Test analysis
	Medical Test analysis	Entity owned by Company’s CEO	1,716	4,534
Hena Holdings Limited	shareholders' dividends	shareholder	4,879	-
	deferral agreement
Actis IDH Limited	shareholders' dividends	shareholder	4,019	-
	deferral agreement
				(658,296)

			2024
			Transaction	Amount due
			amount of the year	from / (to)
Related Party	Nature of transaction	Nature of relationship	EGP’000	EGP’000
ALborg Scan (S.A.E) *	Expenses paid on behalf	Affiliate **	-	-
International Fertility		***
**	Expenses paid on behalf	Affiliate	11	11
(IVF)
H.C Security	Provide service	Entity owned by Company’s	20	(73)
		board member
Life Health Care	Provided service	Entity owned by Company's CEO	(2,677)	695
Dr. Amid Abd Elnour	Put option liability	Bio. Lab C.E.O and shareholder	(211,194)	(512,577)
	Current account	Bio. Lab C.E.O and shareholder	(19,217)	(19,683)
	Share-based payment	Bio. Lab C.E.O and shareholder	(7,508)	(19,921)
International Finance	Put option liability	Echo-Scan shareholder	-	-
corporation (IFC)
Integrated Treatment for	Rental income	Entity owned by Company’s CEO	(2,582)	4,837
Kidney Diseases (S.A.E)	Medical Test analysis		591
	Medical Test analysis	Entity owned by Company’s CEO	1,716	4,534
Hena Holdings Limited	shareholders' dividends	shareholder	(1,916)	(4,879)
	deferral agreement
Actis IDH Limited	shareholders' dividends	shareholder	(1,579)	(4,019)
	deferral agreement
				(555,609)

ALborg Scan is a company whose shareholders include Dr. Moamena Kamel (founder of IDH subsidiary Al-Mokhtabar Labs).

International Fertility (IVF) is a company whose shareholders include Dr. Moamena Kamel (founder of IDH subsidiary Al-Mokhtabar Labs).

IDH Annual Report 2025

196

During the year payments relating to lease obligations of Biolab were made to entities considered to be related parties due

to the interest in them held by Dr Amid Abd Elnour. Payments made during 2025 were JOD 278,819 (EGP 19,256,906) and

during 2024 were JOD 342,718 (EGP 21,970,728).

Terms and conditions of transactions with related parties

Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no

guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2025, the

Group has not recorded any impairment of receivables relating to amounts owed by related parties (2024: nil). This assess-

ment is undertaken each financial year through examining the financial position of the related party and the market in

which the related party operates.

IDH opts to pay approximately 1% of the net after-tax profit of the subsidiaries Al Borg and Al Mokhtabar to the Moamena

Kamel Foundation for Training and Skill Development. Established in 2006 by Dr. Moamena Kamel, a Professor of Patholo-

gy at Cairo University and founder of IDH subsidiary Al-Mokhtabar Labs and mother to the CEO Dr. Hend El Sherbini. The

Foundation allocates this sum to organisations and groups in need of assistance. The foundation deploys an integrated pro-

gram and vision for the communities it helps that include economic, social, and healthcare development initiatives. In 2025

EGP 9,500k (2024: EGP 6,003k) was paid to the foundation by the IDH group in relation to profits earned for companies Al

Borg and Al Mokhtabar in the prior year.

Compensation of key management personnel of the Group

Key management people can be defined as the people who have the authority and responsibility for planning, directing,

and controlling some of the activities of the Company, directly or indirectly.

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key

management personnel.

	2025	2024
	EGP’000	EGP’000
Short-term employee benefits	110,243	87,421
Shared based payment	5,355	-
Total compensation paid to key management personnel	115,598	87,421

28. Reconciliation of movements of liabilities to cash flows arising from financing

	Other loans	Other financial
	,borrowings and accrued interest	obligation
Balance at 1 January 2025	282,566	1,207,087
Proceeds from loans and borrowings	383,459	-
Repayment of borrowings	(219,817)	-
Payment of liabilities	-	(254,231)
Interest paid	(65,218)	(156,652)
Exchange differences	(1,306)	(29,886)
Total changes from financing cash flows	97,118	(440,769)
New agreements signed in the period	-	274,837
Terminated contracts during the year	-	(11,861)
Interest expense	51,902	156,600
Total liability-related other changes	51,902	419,576
Balance at 31 December 2025	431,586	1,185,894

Strategic ReportIntroduction Performance Corporate Governance Financial Statements

197

	Other loans, borrowings and	Other financial
	accrued interest	obligation
Balance at 1 January 2024	125,439	1,068,054
Proceeds from loans and borrowings	184,941	-
Repayment of borrowings	(35,047)	-
Payment of liabilities	-	(185,568)
Interest paid	(24,226)	(146,579)
Exchange differences	7,463	233,835
Total changes from financing cash flows	133,131	(98,312)
New agreements signed in the period	-	109,710
Terminated contracts during the year	-	(18,943)
Interest expense	23,996	146,578
Total liability-related other changes	23,996	237,345
Balance at 31 December 2024	282,566	1,207,087

29. Current tax liabilities

	2025	2024
	EGP’000	EGP’000
Debit withholding Tax (Deduct by customers from sales invoices)	(39,071)	(29,693)
Income Tax	510,451	330,639
Credit withholding Tax (Deduct from vendors invoices)	40,018	32,265
Other	17,304	11,054
	528,702	344,265

Debit withholding tax of EGP 39,071k (2024: EGP 29,693k) represent a proportion of payments withheld by customers

which are paid to the tax authorities on behalf of the Group.

30. Post Balance Sheet Events

1. On 12 February 2026, the Monetary Policy Committee (MPC) of the Central Bank of Egypt (CBE) announced a reduc-

tion of key policy rates by 100 basis points. Following this decision, the overnight deposit rate was reduced to 19.0%, the

overnight lending rate to 20.0%, and the main operation and discount rates to 19.5%.

2. As announced on 13 November 2025 by the Company, Actis GP LLP and Actis Guernsey GP Limited, each, a subsidiary

of Actis LLP and which through funds under their management control shares representing 21.67% of the Company

(the “Actis Shareholding”), have agreed to dispose, by way of an indirect share sale of Actis IDH Limited, of the entire

Actis Shareholding to a special purpose vehicle, the majority of which is controlled by funds managed by Elliott Invest-

ment Management L.P. (the “Transaction”), of whom the ultimate beneficial owner is Paul Singer.

The Transaction was conditional on the receipt of regulatory clearance, which was received on 31 March 2026, at which

point the transfer became unconditional, and was completed on Thursday 9 April 2026.

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