![]() GROWTH THROUGH DIVERSITY Annual Report 2025 ![]() IDH Annual Report 2025 2 Table of Contents ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 3 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 4 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 5 ![]() IDH Annual Report 2025 6 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 7 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 8 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 9 Our Brands ![]() IDH Annual Report 2025 10 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 11 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 CT Ultrasound EEG Nuclear Radiology MRI X-Ray ECG ![]() IDH Annual Report 2025 12 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 13 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 14 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 15 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 16 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 17 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 18 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 1 BRANCH 27 BRANCHES 3 BRANCHES 12 BRANCHES +137 vs. 2024 +1 vs. 2024 +1 vs. 2024 Egypt Sudan Jordan Saudi ArabiaNigeria ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 19 Egypt Saudi Arabia Nigeria Jordan Sudan Revenue Contribution by Geography 20242025 ![]() IDH Annual Report 2025 20 Highlights of 2025 Financial Highlights Operational Highlights 1 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 1 EGP 2,698 MN +139 vs. 2024 +11% vs. 2024 +5% vs. 2024 Branches 767 Tests Performed 43.5MN Patients Served 9.4MN Net Profit EGP 1,302 MN Revenue EGP 7,855 MN Gross Profit EGP 3,353 MN 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 21 2025 Highlights by Geography 2 Strategic Highlights 2 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 BN 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 BN Nigeria EGP 121 MN Saudi Arabia EGP 65 MN ![]() IDH Annual Report 2025 22 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 23 ![]() IDH Annual Report 2025 24 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 25 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 year-on-year to Revenue increased 37% Net Profit Rose 29% EGP EGP ![]() IDH Annual Report 2025 26 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 27 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 28 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 29 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 30 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 31 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 32 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 33 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 34 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 35 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 36 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 37 Egypt Headline Inflation Egypt GDP Growth USD:EGP 12-month Exchange Rate (EGP) 2020 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 2021 2022 2022 2023 2023 2024 2024 2025 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 38 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 39 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 40 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 41 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 42 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 43 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 2020 2021 2021 2022 2022 2023 2023 2024 2024 2025 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 44 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 45 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 46 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 47 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 48 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 49 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 50 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 51 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 52 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 53 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 54 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 55 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 56 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 57 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 58 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 59 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 60 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 61 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 62 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 63 ![]() IDH Annual Report 2025 64 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 65 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 66 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 67 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 68 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 3 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 4 705 1,262 79% Adjusted Net Profit Margin 12.3% 16.1% 3.8 pts. Cash Balance 5 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. 3 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. 4 Adjusted net profit excludes non-recurring items in FY 2025 and FX gains in FY 2024. 5 Cash balance includes time deposits, treasury bills, current accounts, and cash on hand. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 69 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 70 Walk-in Segment Contract Segment Total FY 2024 FY 2025 Change FY 2024 FY 2025 Change FY 2024 FY 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 71 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 72 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 73 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 74 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 FY 2024 FY 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 75 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 FY 2024 FY 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 76 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 FY 2024 FY 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 77 FY 2024 FY 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% 7% 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 78 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 6 increased to EGP 236 million in FY 2025, com- pared with EGP 197 million in FY 6 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). 7 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 7 (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 FY 2024 FY 2025 Change Interest on Leases 113 133 18% Interest Expenses on Financial Obligations 34 24 -30% Interest Expenses on Borrowings 6 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 79 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 FY 2024 FY 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 80 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 81 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 9 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 8 balance recorded EGP 472 million as at 31 December 2025, compared to a net cash of EGP 226 million as at year-end 2024. 8 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. 9 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 82 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 10 (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 10 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 83 11 Accounts payable is calculated based on average payables at the end of each period. Liabilities Trade Payable 11 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 84 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 85 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 86 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 87 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 88 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 89 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 90 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 91 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 92 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 93 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 94 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 12 : 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. 12 Data unavailability was only for Egypt, Jordan provided data relevant to suppressants ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 95 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 44.01 4.07 90.74%- Scope 1 – Mobile Combustion Vehicles 4,094.86 4,413.42 7.78% Scope 1 – Fugitive Refrigerants 1,218.16 399.80 67.18%- Suppressants - - - Scope 2 - Purchased Electricity Electricity Consumption 7,903.40 8,092.37 2.39% Total Scope 1 5,357.03 4,817.30 10.08%- Total Scope 2 7,903.40 8,092.37 2.39% Total Emissions 13,260.43 12,909.67 2.65%- Table 2. IDH Jordan 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 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 96 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 97 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 98 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 99 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 40 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 5 5 5 5 5 5 5 5 7 n/a n/a n/a 6 7 n/a 7 2 n/a n/a n/a 2 2 n/a 2 2 2 n/a n/a 2 2 n/a n/a 2 n/a n/a n/a 2 2 n/a 2 ![]() 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 Name Name Nomination Nomination Nomination Hussein Choucri Dan Olsson Yvonne Stillhart Lord St John of Bletso Hussein Choucri Dan Olsson Yvonne Stillhart Hussein Choucri Dan Olsson Committee Member Committee Member Committee Member Chair of the Committee Chair of the Committee Chair of the Committee Committee Member Committee Member 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) 12 Figures in EGP 13 Base Salary / Fees 2025 Base Salary / Fees 2024 Annual Bonus 2025 14 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 12 There are no taxable benefits, corporate pensions or long-term incentive plans for the Company’s directors. 13 Average USD:EGP exchange rate was 49.05 during 2025. 14 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 Diagnostics Holdings plc ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 145 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 Diagnostics Holdings plc ![]() 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 Diagnostics Holdings plc ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 149 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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. ![]() IDH Annual Report 2025 156 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 157 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 | IDH Annual Report 2025 158 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 159 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. IDH Annual Report 2025 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 161 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. IDH Annual Report 2025 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 163 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. IDH Annual Report 2025 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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. IDH Annual Report 2025 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 167 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. IDH Annual Report 2025 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 169 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. ![]() IDH Annual Report 2025 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). ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 171 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 | ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 173 | | | | | --- | --- | --- | | | 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 177 | | | | | --- | --- | --- | | | 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. ![]() IDH Annual Report 2025 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 | ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 179 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: ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 183 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. ![]() IDH Annual Report 2025 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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). ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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 | ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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%). ![]() IDH Annual Report 2025 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. ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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) ![]() Strategic ReportIntroduction Performance Corporate Governance Financial Statements 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. ![]() idhcorp.com