Enabling
Healthcare
Annual Report 2024
Uniphar Plc Annual Report 2024
We Solve Problems For Healthcare
We are Uniphar
Overview
2
2024 Highlights
3
A Snapshot of Uniphar
6
Our Vision, Mission and Values
7
Investment Case
Strategic Review
11
Chairman's Statement
13
Chief Executive’s Report
Our Business
17
Uniphar in Brief
18
Market Overview
19
Our Strategy
21
Our Business Model
23
Key Performance Indicators
Review of the Year
25
Financial Review
29
Uniphar Medtech
31
Uniphar Pharma
33
Uniphar Supply Chain & Retail
35
People and Culture
37
Sustainability Report
57
Risk Management
Governance
64
Company Information
65
Board of Directors
67
Corporate Governance Report
79
Audit, Risk and Compliance Committee Report
85
Nominations, Governance and Sustainability
Committee Report
89
Remuneration Committee Report
102
Directors’ Report
Financial Statements
111
Independent Auditors’ Report
119
Group Income Statement
120
Group Statement of Comprehensive Income
121
Group Balance Sheet
122
Company Balance Sheet
123
Group Statement of Changes in Equity
124
Company Statement of Changes in Equity
125
Group Cash Flow Statement
126
Company Cash Flow Statement
127
Accounting Policies
140 Notes to the Financial Statements
198
Alternative Performance Measures
203 Glossary of Terms
At Uniphar, as a diversifi ed international healthcare
services provider, we solve problems by fi nding
innovative solutions to the challenges faced by
our clients and customers around the world.
We aim to make a meaningful impact on the lives
of patients, as a successful, growing company with
over 3,500 colleagues located around the world.
The Group delivered a strong performance in 2024
while continuing to invest for future growth.
2
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Financial Review
Page 25
OUR 2024 HIGHLIGHTS
Financial
Gross Profit
€427.6m
(2023: €390.0m)
Organic Growth2
8.2%
(2023: 5.6%)
Gross Profit Margin
15.4%
(2023: 15.3%)
EBITDA1
€123.5m
(2023: €116.0m)
Adjusted EPS1
20.5c
(2023: 18.3c)
Leverage1
1.47x
(2023: 1.58x)
Return on Capital
Employed1
15.2%
(2023: 15.2%)
Strategic
Delivery
»
8.2% organic growth in 2024
»
Continued growth in Gross
Profit margin
Sustainability
»
Recognised as industry
leaders by independent
sustainability ratings agencies
»
Our support of the 100 Million
trees initiative to deliver
a better world for future
generations
Build
»
Ongoing execution of
Expanded Access Programs
(EAPs) for clients
»
Investment in new facilities
and technology to enable
future growth
Excellence
»
Medtech growth reflective
of its deep relationships with
clinicians and manufacturers
»
Pharma Services delivery of
bespoke solutions to clients
Simplify
»
‘One Uniphar’ offering a
range of innovative solutions
to clients
»
Strategic investments in
key markets to enable us to
better serve our customers
2
Overview
Strategic Review
Governance
Financial Statements
1 The Group uses Alternative Performance Measures
(‘APMs’) that are not defined under International Financial
Reporting Standards (‘IFRS’) to monitor the performance
of the Group and its operations. These APMs, along with
their definitions and reconciliations to IFRS measures,
are included in the APMs section on pages 198 to 202.
2 Organic Gross profit growth is calculated as the gross
profit growth of the underlying business in the period
adjusted for the contribution from prior year acquisitions
and divestments to ensure a like-for-like comparison.
3
Uniphar Plc Annual Report 2024
Capital Deployment
Continued disciplined investment
in attractive opportunities,
both organic and M&A, that
increase our operating capacity,
broaden our geographic reach
and increase our market share.
Integrated Model
Our businesses work together
in an integrated model to support
our customers throughout the
product life cycle.
Responsible Business
Uniphar places sustainability at
the heart of how it operates as
a responsible and sustainable
business. Continued progress
across all five Sustainability Pillars
and strong CDP ‘B’ score in 2024.
Focused on results,
driven by care.
A SNAPSHOT OF UNIPHAR
2024:
€123.5m
2023:
€116.0m
2022:
€98.6m
EBITDA
€123.5m
2024:
€427.6m
2023:
€390.0m
2022:
€306.7m
Gross Profit
€427.6m
2024:
15.2%
2023:
15.2%
2022:
17.3%
ROCE
15.2%
Growth
Year ended 31 December
2024
€’000
2023
€’000
Reported
Constant
currency2
Revenue
2,770,429
2,553,062
8.5%
8.3%
Gross profit
427,604
389,984
9.6%
9.4%
Gross profit margin
15.4%
15.3%
EBITDA1
123,458
115,985
6.4%
6.4%
Operating profit
81,989
67,708
21.1%
21.1%
Profit before tax excluding exceptional items1
61,130
53,321
14.6%
14.7%
Net bank debt1
(147,676)
(149,947)
Basic EPS (cent)
23.5
16.4
Adjusted EPS (cent)1
20.5
18.3
1. Additional information in relation to Alternative Performance Measures (APMs) are set out on pages 198 to 202.
2. Constant currency growth is calculated by applying the prior year’s actual exchange rate to the current year’s result.
Summary Financial Results – Financial Year Ended 31 December 2024
2023
2023
2023
2022
2022
2022
2024
2024
2024
4
Countries
Served
160+
Active in 2024
Medium Term Expansion
GLOBAL FOOTPRINT
DIVISIONAL GROSS PROFIT
26%
Uniphar Medtech
28%
Uniphar Pharma
46%
Uniphar SC+R
Enabling patients access
to medical devices and
technologies across multiple
therapeutic specialisms.
Enabling patients access to
innovative medicines and
therapies that are either
speciality or not readily
available in a given market.
Enabling the supply of
medicines in Ireland.
€109m
Gross Profit
2023: €100m
€122m
Gross Profit
2023: €103m
€197m
Gross Profit
2023: €187m
9.1%
Gross Profit Growth
2023: 9.8%
17.8%
Gross Profit Growth
2023: 34.4%
5.5%
Gross Profit Growth
2023: 34.5%
16
Number of countries operating in
2023: 16
160+
Number of countries operating in
2023: 160+ countries
54%
Market share
2023: 53%
74
Number of manufacturers
supported across 2+ countries
2023: 72
14,300
Number of medicines supported
2023: 14,200
445
Retail pharmacy network
2023: 429
9
Large Pharma
9 of top 10 are Uniphar clients
7
Medtech
7 of top 10 are Uniphar clients
Overview
Strategic Review
Governance
Financial Statements
5
Uniphar Plc Annual Report 2024
6
Our Shared Values
How we work
Patient First
The patient is always at the centre of everything we do.
Customer Partnership
We stay close to our customers who trust us to deliver.
Team Players
We work together as one team to deliver solutions.
Commercial Focus
We stay agile, responsive and focused on the goal.
Innovative & Entrepreneurial
We focus on bringing new solutions to challenges.
OUR VISION, MISSION AND VALUES
Our Vision
What we strive to do
Our Mission
Why we exist
Improve patient access to pharmaco-medical
products and therapies.
We are focused on improving patient
access to pharmaco-medical products and
treatments by enhancing connectivity between
manufacturers and healthcare stakeholders.
Our Strategy
How we win
How we bring our Vision to life
Partner
of Choice
Strive for
Excellence
People &
Sustainability
Capital
Allocation
Health inequality is one of the most pressing and significant
challenges facing the world today. At Uniphar, we strive to solve
these challenges to improve the health and well-being of patients.
Driven by our vision and the transformative potential of medicine, we are focused
on expediting the delivery of life-changing treatments that provide enduring value
for patients, society, the planet, and our shareholders.
Read more about our strategy on page 19.
Overview
Strategic Review
Governance
Financial Statements
7
Uniphar Plc Annual Report 2024
Reasons to Invest
OUR INVESTMENT CASE
Uniphar represents an attractive growth investment
opportunity for investors.
Our diversified healthcare services business is focused on improving
access to pharmaco-medical products and therapies. The Group
generates strong returns and attractive free cash flow.
1
2
3
Experienced
Management
Team
Strong
Track
Record
Compelling
Market
Opportunity
»
Executive Management Team
with strong track record of
delivering results
»
Management team with deep
relevant industry experience
and strong specialist market
experience working together
»
Clinically trained teams
across the Group, possessing
deep knowledge of their
therapeutic areas
»
Achievement of IPO objective
to double EBITDA within five
years of IPO
»
Track record of successfully
investing in technology to
deliver efficiencies and growth
»
Successful transformation
of the Group since IPO
to become a diverse
multinational healthcare group
»
Compelling opportunities
across all divisions
underpinned by structural
and demographic tailwinds
»
Increasing demand for
speciality products and
advanced therapies
»
Continued growth in
outsourcing by manufacturers
especially in increasingly
complex regulatory
environments
Consistent Growth
Capital Allocation
»
EBITDA has grown 111% in the past 5
years (2019–2024)
»
Return on Capital within target
range of 12%–15%
»
EPS has more than doubled over the
past 5 years
»
Organic growth in each division
from recent investments
This results in attractive outcomes for investors and stakeholders.
8
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Our Strategy
Page 19
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Financial Review
Page 25
4
5
6
Platform
for Growth
Integrated
Model
Competitive
Edge
»
The Group has achieved
scale in each division with
the capability to create
further opportunities
»
Multi-geography platform
and expanded service
offerings for new and existing
manufacturer clients
»
End-to-end solutions across
the pharma life cycle from
early-stage development
through to product maturity
»
Leveraging of existing
capabilities, technology,
relationships and
infrastructure, to expand
our service offering across
geographies and products
»
Three divisions with attractive
competitive platforms
»
Long-standing customer and
supplier relationships
»
Sophisticated digital
capabilities combined
with high-tech distribution
infrastructure
Medium-term Targets
»
Grow EBITDA to €200m by 2028
»
Maintainable free cash flow conversion
of 60% - 70% by 2028 once strategic
investment is completed
»
Target ROCE of 12%–15%
»
Leverage not to exceed 2.5x EBITDA
Opportunity
»
Structural growth markets
»
Financial strength to pursue
opportunities
»
Expertise delivering solutions
in complex markets
Overview
Strategic Review
Governance
Financial Statements
Uniphar Plc Annual Report 2024
9
Strategic
Review
11
Chairman's Statement
13
Chief Executive’s Report
Our Business
17
Uniphar in Brief
18
Market Overview
19
Our Strategy
21
Our Business Model
23
Key Performance Indicators
Review of the Year
25
Financial Review
29
Uniphar Medtech
31
Uniphar Pharma
33
Uniphar Supply Chain & Retail
35
People and Culture
37
Sustainability Report
57
Risk Management
10
Overview
Strategic Review
Governance
Financial Statements
Uniphar Plc Annual Report 2024
11
Dear Shareholder,
Performance
I am pleased to report that 2024 has been another
successful year for the Group. During the year,
Uniphar saw gross profit increase by 9.6% driven
by strong organic growth right across the business.
EBITDA increased from €116.0m to €123.5m, with
each of our three divisions performing strongly to
deliver organic growth in line with or above target,
highlighting the success of our strategic approach
in our key markets. The growth across the Group
exemplifies the resilience of our portfolio and our
ambition to deliver long-term sustainable results
through the execution of our strategy.
Delivering on Strategy
The clear objective of the Board and management
is to create sustainable long-term value for
our shareholders. Throughout 2024, we have
focused on ensuring that we have the resources
in place to execute our strategy efficiently,
through our multi-year investment programme
in infrastructure and people.
The Board is proud of the strong organic growth
in the year which increases our confidence in
delivering our medium-term growth target. In recent
years, the Group has acquired several businesses
that have greatly broadened our capabilities.
A Year of Growth and Achievement
CHAIRMAN’S STATEMENT
@
Our Strategy
Page 19
Financial Review
Page 25
Our ambition is
to deliver long-term
sustainable results
through the execution
of our strategy.
12
Overview
Strategic Review
Governance
Financial Statements
Now fully integrated, these teams work together to
deliver comprehensive solutions that are gaining
strong traction in the market. Through targeted
capital investments and strategic M&A activity, the
Group continues to evolve its service offering to
strengthen our position as market leaders in our
field and to enable sustainable long-term growth.
The Group will remain disciplined in the deployment
of capital focusing on those opportunities that will
generate sustained value over the long term.
Corporate Governance
The Board is committed to maintaining the
highest standards of corporate governance. The
Board composition reflects the scale, nature and
geographic reach of our global business. Diversity
at Board level remains a key focus and, with the
addition of Valerie Sick to the Board in January
2024, the Board is now composed of 37.5% female
members. During the year, the Board reviewed
its corporate governance practices and affirmed
Uniphar’s adoption of the UK Corporate Governance
Code, including the 2024 updated provisions,
and confirmed that we will continue to align our
corporate governance practices to, and disclose
any variances against, the 2024 UK Code when the
provisions of that Code become applicable.
Culture and Engagement
Uniphar’s success is built on the talent and
expertise of its people and the success of 2024
could not have been achieved without their
unwavering commitment and dedication. The Board
would like to thank the team for their hard work
which has been central to the delivery of another
strong performance this year.
The success of our people is built on ensuring they
have a positive and engaging employee experience.
The Board and the Nominations, Governance and
Sustainability Committee reviewed the results of
the divisional employee engagement surveys and
noted the consistency in responses from employees
across the Group in terms of employees seeing
positives in how the company operates, taking
pride in their work whilst providing good learning
and development opportunities. The survey noted
the key area for development as being group-wide
internal communications. In response, the Group
has invested in a workplace communications tool
that will allow all Uniphar employees worldwide to
access and share the same information.
Sustainability and Community
The Group’s sustainability strategy underpins
our future growth and we continue to drive the
integration of our sustainability programme across
the Group. Sustainability is a key consideration
in decision making around capital and resource
allocation. During 2024, we made good progress on
our sustainability agenda further details of which can
be found in the Sustainability Report on page 37.
Dividends
Subject to approval at the Annual General Meeting,
the Board is recommending a final dividend of
€3.4m (1.25 cent per share). Together with the
interim dividend of €1.8m (0.67 cent per share) paid
in October 2024, this brings the total dividend for
the year to €5.2m (1.92 cent per share). If approved,
the final dividend will be paid on 16 May 2025 to
shareholders on the register on the record date
of 25 April 2025. The total dividend represents an
increase of 5% on 2023 demonstrating the Board’s
commitment to a progressive dividend policy.
In Appreciation
I would like to take this opportunity to pay tribute to
a former Uniphar Board member, Padraic Staunton,
MPSI, who died suddenly in January 2025. As a
Board member, Padraic was astute, energetic and
open-minded. He was always willing, with good
humour, to debate an issue on its merits and
to find a practical solution that supported the
growth and development of the Company and the
pharmacy sector. A devoted family man, an active
member of the Irish Pharmacy Union, a beloved
community pharmacist and local business leader in
County Meath, Padraic brought intelligence, warmth
and enthusiasm to everything he did. He was a
wonderful colleague and friend and we will miss
him greatly. May he rest in peace.
Looking Ahead
Uniphar is well positioned with a robust balance
sheet, an integrated portfolio of strong businesses
in attractive growth markets together with a focus
on delivering our sustainability goals for all our
stakeholders. The combination of the management
team’s track record of delivering on our strategy
together with the ambitious strategic initiatives
in each of our divisions gives the Board great
confidence in the future of the business and the
ability of the Group to continue to deliver value
for its shareholders into the future.
Yours sincerely,
Maurice Pratt
Chairman, Uniphar plc
20.5 cent
Adjusted Earnings Per Share
8.2%
Organic Gross Profit growth
13
Uniphar Plc Annual Report 2024
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Our Strategy
Page 19
Key Performance Indicators
Page 23
I am very confident
of achieving our EBITDA
goal of €200m by 2028
with at least 80%
of that growth being
delivered organically.
13
Uniphar produced a strong result in 2024.
How did you achieve it?
Results are achieved by people and this year our
talented and dedicated team really delivered
strongly for the business. As well as organic
Gross Profit growth of 9.6% and Return on Capital
Employed (ROCE) of 15.2% in line with our target,
we have delivered 12% Adjusted EPS growth and
Free Cash Flow conversion of 105.5%.
Our priority as a business is to create sustainable
value for our shareholders and this performance
shows that we can leverage our existing resources
and capabilities to grow the business in a significant
way. 2024 represents one of our best performing
years for organic Gross Profit growth.
Our ambitious strategy
and committed team are
delivering ongoing growth
and new opportunities
CHIEF EXECUTIVE’S REPORT
14
Overview
Strategic Review
Governance
Financial Statements
14
We reorganised our divisions to better align with
our client and market expectations in 2023. We
did this because, although we had grown steadily
through acquisition over a number of years and
those acquisitions enhanced our capabilities, we
felt they could offer more value. The reorganisation
was the first step and what we’ve focused on in the
eighteen months since, is taking the next step in
terms of integration and making sure we have the
right people in the right places.
This has meant adding some new leaders,
concentrated on driving growth through people. As
a consequence, we see new business opportunities
being created not only with new customers, but
with existing clients because we have more closely
integrated those parts of the business that sit
close together on the value chain. For example, we
increasingly see clients who trust Uniphar to lead
their Exclusive Access Programs (‘EAPs’) come to us
to provide further commercialisation services, post
the early access phase.
By putting the right people in the right places, we
also open up opportunities to share resources
and customers, resulting in a more integrated and
complete solution for our clients. In short, we have
focused on achieving that next level of integration
across the business, going beyond the synergies we
identified on acquisition to build new offerings and
capabilities that are valued by our global customers,
and we’re already seeing the impact in our results.
Q: What are the key achievements of each
of your three divisions in 2024?
Each division has met or exceeded expectations in
2024. A lot of what we have been working towards
achieving over the last number of years, in terms of
building our growth platforms and our teams, has
started to come together in 2024.
Our global business, Uniphar Pharma, delivered a
standout performance this year, not just in terms
of results, with organic Gross Profit growth of
17.6%, but in terms of strategic progress towards
long-term goals. We continue to see growth in
EAPs for speciality medicines and we are proud to
be the market leader in the cell and gene therapy
market, which brings critical therapies to patients
often with debilitating conditions. Our On Demand
business continues to grow and thrive with a focus
on medicines that may be difficult to source or in
short supply, and we are investing in the US and
Europe to make sure that we are able to service
that growth into the future. We see significant
potential for us in the UK and have brought all
our UK businesses together under new leadership,
to drive growth in this market.
Looking at our vertically integrated Irish Supply
Chain & Retail business, the division delivered
€197m Gross Profit on revenue of €1.84bn, with
56% of that profit coming from retail. Gross profit
growth was 5.5% year on year, with volumes
growing by 7%, while the overall market grew by 5%
Uniphar continued to increase its market share. Our
Wholesale business grew across both prescription
and consumer categories, helped by the addition
of 16 new pharmacies joining the symbol group
network. In Retail, we successfully integrated the
2023 McCauley acquisition and saw it and our
three other retail brands increase efficiency while
maintaining service levels, with all four of our brands
sitting in the top 12 consumer brands in Ireland.
Supply Chain & Retail is a strong, cash-generative
business, which provides infrastructure, resources
and skills to other parts of the Group. We’re excited
about the transformative opportunity of the new
Irish distribution centre, on track for completion in
2026, to continue to improve our ability to work with
speciality medicines and evolve our hospital and
retail pharmacy service offering.
Our Medtech division also performed very strongly
this year, delivering 9.1% organic growth. Over the
last few years, we have built out the business from
an Ireland and UK base into continental Europe. We
have strong relationships throughout the European
hospital channel with hospital consultants, who
are now usually the ‘buy’ decisionmaker for the
acquisition of complex medical devices.
9.6%
Gross profit growth
achieved in 2024
€123.5m
2024 EBITDA
15
Uniphar Plc Annual Report 2024
Uniphar Medtech continues to bring existing
relationships with medtech manufacturers to new
markets, with 74 manufacturers working with us in
two or more countries, in addition to expanding our
therapeutic portfolio, with a focus on high-value
specialisms such as diagnostic imaging, critical care
and orthopaedics.
Underpinning all three divisions is our global
operations platform, dedicated to Operations
Excellence and Quality, and focused on building and
maintaining our capability and technical expertise
at world class levels. This ensures we can continue
to meet the challenges of an increasingly complex
industry that needs us to provide solutions, not just
for commercial products, but that also meet the
more exacting demands of clinical, specialty and
high-tech products.
Q: Sustainability is at the core of the Uniphar
business. What progress has been made
in this area in 2024?
We have committed to five sustainability pillars
and improving our performance in relation to these
goals is the focus of our efforts. This year, we have
worked hard on a plan to ensure that there is a deep
understanding and appreciation of the importance
of making sustainability part of our day-to-day
decision making at all levels. I am pleased to report
that we continue to be highly ranked by external
ratings agencies (see Sustainability report), and we
have appointed a cross-organisational Sustainability
Council of senior leaders to drive our progress and
ensure our sustainability performance is maintained
over time.
Two initiatives close to my own heart are the Unity
for Hope fundraising campaign and the 100 Million
Trees Project. I am very proud of the fundraising
efforts of our team during the 2024 Unity for Hope
campaign that, together with matched donations by
Uniphar, saw us raise in excess of €1m for charities
in the past five years. Our chosen charities in 2024
were Barretstown and Pieta House in Ireland, in
addition to SeriousFun Children’s Network and Over
the Wall Camp in the US and UK respectively. Our
support of the 100 Million Trees Project continues
into the 2024-2025 planting season and everyone
on the Uniphar team is understandably proud of the
long-term impact of planting native Irish trees to act
as carbon sinks and create mini-forests to support
great biodiversity. This community-driven initiative
will plant trees on an estimated 10,000 acres of
land across many small sites, creating a rich native
ecosystem on what might otherwise be considered
waste or unusable land.
Q: Can you explain your decision to invest in
infrastructure and technology at this time?
We are now investing to enable businesses that
we have grown from acquisitions to achieve scale
in their target markets. We are building capacity to
meet our growth needs.
Our new distribution hub in the US is now
operational and presents an opportunity for Uniphar
to expand the services we can offer clients in the
North American market. We have completed the
first phase of our continental European hub in the
Netherlands with phase two due to complete in
2025, providing extra capacity to support our rapidly
growing Pharma and Medtech divisions. We are at
the midpoint of our strategic investment in our
new flagship distribution centre in Dublin with the
initial build and engineering install completed within
the target timelines, and we are now focused on
installing and completing warehouse management
systems, ERP and other technology infrastructure.
Operational excellence is key to retaining existing
customers and attracting new business, so it is
always a focus for us. These new facilities will
enable more efficient, flexible and cost-effective
distribution processes, in addition to supplying
the significant extra capacity we need to be able
to scale the business as we intend. Our continued
focus on operational excellence in our service
delivery results in us winning new clients across our
divisions and allows us to target biotech and other
specialty medicine manufacturers.
Q: Over the last 10 years, how has your approach
to capital deployment evolved?
Uniphar has always focused on building a
sustainable and cash-generative business that
consistently delivers strong returns on capital
employed. We evaluate every investment opportunity
against its ability to deliver against these targets. We
actively seek acquisition targets that complement
our existing capabilities. We have completed over
25 acquisitions in the last seven years and have
developed strong internal expertise in M&A and
believe we know a good opportunity when we
see one. We have found valuation multiples high
in certain segments of our industry and, in some
cases, we have instead chosen to build capabilities
internally rather than overpay through acquisition.
This approach may take longer to come to fruition
and requires overhead investment until it reaches
scale but, in the current environment, it is the
prudent approach to building a sustainable business
with attractive returns on capital. Our approach
has always been to deploy strategic capital towards
opportunities that deliver strong returns on capital
and that continues to be our focus.
CHIEF EXECUTIVE’S REPORT
16
Overview
Strategic Review
Governance
Financial Statements
Q: What are your key priorities for the Group?
Our 2024 performance demonstrates the
strength of the underlying business, our ability
to deliver significant growth from the assets we
already own and the talent and commitment of
our global teams in meeting the changing needs
of our clients. Our belief has always been in the
importance of getting the fundamentals of the
business right and the results this year have
proven that point.
In Supply Chain & Retail, our key priority is
progressing the completion of our new high-
tech distribution facility in Dublin, to deliver
transformative capacity and operational
efficiencies and continue to enhance our market
leadership position, achieving growth through
market share acquisition and continued in-roads
into higher margin business areas such as own
brands and in-licensing. In Uniphar Medtech,
we’ll continue to develop opportunities in the UK
and European markets, in addition to expanding
the range of specialisms we service. In Uniphar
Pharma, our priority for On Demand remains
focused on addressing the medicine shortage
challenge in Europe and our investment in an
enlarged Netherlands facility will further enable
this. In addition, we continue to build out our
European medical affairs and commercialisation
offering to support clients accessing the
European markets. The Pharma Services
business continues to expand its EAP service
offering and the priority is to support clients by
providing them with additional services outside
of the core EAP program.
Q: What is the outlook for Uniphar in your view?
We sit between pharma, medtech and biotech
manufacturers and their key doctor and patient
stakeholders, in a privileged position to solve
problems for both groups. Our business model
has consistently delivered on objectives and, with
the capability we have built across our business
platforms in recent years, and the increased
capacity and efficiency provided by our technology
and infrastructure investments, I am very excited
about what Uniphar can achieve in the coming
years. Our business is operating in markets that are
expected to continue to grow strongly. Economic
uncertainty and events outside our control will, of
course, continue to pose challenges, but the life
sciences sector has consistently demonstrated
resilience, particularly in its ability to innovate and
bring new treatments to market for patients and
that is an increasingly important part of what we do.
We have set ambitious medium-term targets which
includes delivering €200m EBITDA by 2028 with at
least 80% of this being delivered organically, and I
am very confident this will be achieved. We have a
great team that has the resources and expertise to
deliver future growth. I am confident that as we look
to 2025 and beyond, Uniphar will continue to deliver
long-term, sustainable value for its stakeholders.
Ger Rabbette
Chief Executive Officer
Uniphar is well positioned
with a robust balance sheet,
an integrated portfolio of strong
businesses in attractive growth
markets together with a focus on
delivering our sustainability goals
for all our stakeholders.
Uniphar Plc Annual Report 2024
17
Uniphar Plc Annual Report 2024
A Leading Partner in Life Science
UNIPHAR IN BRIEF
Our mission guides…
Our mission and vision
See page 6
…our strategy for growth built on leading positions…
Our strategy
See page 19
...in large and attractive markets…
Snapshot of Uniphar
See page 3
...driven by strong market tailwinds.
Market overview
See page 18
We serve our customers across three divisions…
Review of the year
See pages 25 to 34
…underpinned by our five sustainability pillars.
Sustainability Report
See page 37
Our business model summarises how we work…
Our Business Model
See page 21
…with performance measured by our KPIs…
Key Performance Indicators
See page 23
…summed up by our investment case.
Investment Case
See page 7
Pioneering trusted medical solutions to improve the lives we touch.
At Uniphar, we unite the healthcare ecosystem of manufacturers,
pharmacies and patients to deliver equitable access to medicines
every day.
Our people drive our success. Our teams are experts in commercialisation, science,
regulation and supply chain management.
18
Overview
Strategic Review
Governance
Financial Statements
@ Deep knowledge of
pharma wholesale market
@ Access to community
retail pharmacies
@ High-tech supply
chain infrastructure
@ Strong relationships with
healthcare professionals
@ Clinically trained team
@ Broad geographic reach
@ Full suite of value-add
commercialisation services
@ Proven partner with
global capability
@ Local market intelligence
and know-how
The macro factors shaping
our business.
MARKET OVERVIEW
We see six key factors driving and shaping global healthcare markets. These
factors provide opportunities and challenges for manufacturers and guide the
solutions they require to bring their products to patients in global markets.
1 Source: United Nations World Social Report 2023
key factors
driving and
shaping global
healthcare
markets
Six
1
Ageing
populations
Medtech
innovation
Personalised
medicine
Digital
healthcare
Complex local
health systems
Evolving role
of pharmacy
4
2
5
3
6
1. Ageing global populations
The number of people worldwide
aged over 65 is expected to
double to 1.6bn by 20501.
Older age is associated with an
increasing need for healthcare
services and medications with
increasing life expectancy also
contributing to this growth.
2. Personalised medicine
Personalised medicines such
as gene therapies account for
an increasing proportion of new
medicine approvals by regulators.
Such treatments often require
sophisticated patient assessment
and product handling prior to
patient treatment.
3. Complex local health systems
Navigating the varying approval,
reimbursement and market
access hurdles by territory is
challenging. Only 60% of FDA-
approved products in the US
make it to Europe and is essential
for manufacturers to successfully
commercialise their assets.
4. Medtech innovation
The Medtech industry is highly
innovative with the increasing
sophistication of products requiring
manufacturers to work with clinical
professionals, who have the network
and knowledge to engage with
frontline healthcare professionals.
5. Digital healthcare
Technology advances continue to
transform the healthcare industry.
Robotics and intelligent automation
drive the industry's push towards
increased efficiencies and better
patient outcomes.
6. Evolving role of pharmacy
Community pharmacies are
taking an increasingly prominent
role in primary care, relieving
pressure on GP's. Pharmacists
are consistently ranked as among
the most trusted professionals
in their local communities.
Solutions required to meet manufacturers’ challenges
These solutions are delivered through our three divisions
Uniphar Plc Annual Report 2024
19
Uniphar Plc Annual Report 2024
Partner
of Choice
Strive
for Excellence
Capital
Allocation
People &
Sustainability
OUR STRATEGY
We are a leading global healthcare
business focused on sourcing and
delivering medicines and healthcare
for patients as and when they need it.
We aim to deliver consistent growth by putting
better health within reach every day to the wider
population by making medical products and
therapies accessible to patients around the world.
Strive for
Excellence
Capital
Allocation
Our
Strategic
Pillars
Partner
of Choice
People &
Sustainability
20
@
Key Performance Indicators
See how our Strategy is measured
in our Key Performance Indicators
Page 23
@
Business Divisions
Read more about each
of our divisions
Pages 29 - 34
Our Approach
Strategy in Action
Expand
into adjacent geographies and businesses.
»
Ongoing Medtech growth into European markets
»
Growth in Pharma division by leveraging our
infrastructure and existing relationships from
the wider Group
»
Investment in European infrastructure to
expand our capabilities
Leverage
our strong commercial capabilities
and diverse portfolio.
Outperform
our clients' expectations every day.
»
Life Pharmacy number 2 brand in Ireland
and number 1 for customer experience
»
Organic growth achieved in all divisions
in 2024
»
Our unique EAP solutions continues to
deliver for our clients and patients with
record growth achieved in 2024
Develop
our platform to further support
our clients' evolving needs.
Deliver
return on capital within or exceeding
our target range.
»
Return on Capital Employed of 15.2% exceeding
our target range of 12%–15%
»
Leverage of 1.47x within our target of being
less than 2.5x
»
Unutilised credit facility available to support
investment opportunities as they arise
Maintain
a strong Balance Sheet to support
future growth.
Inspire
our people and a unified
‘One Uniphar’ culture.
»
Recent rebranding as ‘One Uniphar’ with
proven results demonstrated in more complex
solution wins
»
Our support of the 100 Million Trees Project
and Unity for Hope initiatives demonstrates
investment in our communities
»
Our five sustainability pillars drive how we
operate in a sustainable way and engage
with our stakeholders
Act
sustainably and responsibly in
stakeholder interactions.
Overview
Strategic Review
Governance
Financial Statements
21
Uniphar Plc Annual Report 2024
21
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
How We Add Value
Our Resources
OUR BUSINESS MODEL
We have an integrated, sustainable
and flexible business model. Our
business model provides the platform
for our growth strategy and generates
value for our stakeholder groups.
Understanding customer needs
We partner with our customers
to solve their biggest challenges.
Many of our teams are clinically
trained and engage with our clients
on a peer-to-peer level and become
trusted advisers to them.
Talented people
Skilled people who are passionate about our
mission and outperforming customer expectations
every day. Many of our people are clinically trained
and/or highly skilled in their respective fields.
Relationships
Relationships fostered over many years
with healthcare companies, manufacturers,
regulators, healthcare professionals and
community stakeholders.
Financial
Strong Balance Sheet and disciplined use of
capital ensures that we have the funds to invest in
organic and M&A investment opportunities.
Global infrastructure
Diverse geographic footprint with a presence in
major healthcare markets. Our local presence and
knowledge of regulatory requirements enable us
to deliver products across the world.
Technology
Capabilities in data analytics, digital
communications and omni-channel engagement
solutions together with experience utilising
technology to drive supply chain efficiencies.
22
22
Our unique integrated model
We offer our customers an
integrated model that supports
them throughout the life cycle of
their products from early-stage
development through to product
maturity. We draw on capabilities
across our Group to provide an
integrated solution.
Sustainable financial model
We are disciplined in our capital
allocation and maintain flexibility to
invest in opportunities that create
shareholder value. Our effective risk
management processes are core to
optimising our returns.
Operational excellence
We are relied on by our customers
and patients to provide them with
the therapies and solutions they
need daily. We drive the highest
standards of operational excellence
to ensure we achieve this.
Digital first
We utilise a range of digital
capabilities, helping our clients
to focus their efforts on their
most rewarding opportunities and
providing insights to them that
support their commercialisation
objectives.
The Value We Create
For shareholders:
EBITDA
We are growth-focused with
the target of doubling EBITDA
to €200m by 2028.
ROCE
We prioritise investing for growth
and generating a sustainable return
with a target Return on Capital
Employed (ROCE) of 12%-15%.
Free Cash Flow
We focus on cash generation
achieving Free Cash Flow
conversion of 105.5% in 2024.
Dividends
We have a progressive dividend
policy that seeks to return capital
to shareholders each year.
5% growth in year-on-year
dividends in 2024.
For patients:
We facilitate patients equitable
access to the medicines and
therapies they need to live healthy
and fulfilled lives.
For customers:
We enable our customers to
bring their products to market
and maximise the commercial
opportunity of their assets.
For employees:
We are committed to providing an
inclusive and rewarding culture
where our people can develop their
skills to take on further leadership
roles in the organisation.
For suppliers:
We nurture long-term trusted
relationships with supplier partners
that are fostered through trust and
delivering on our promises.
For communities:
We play an active role in the
communities where we live and
work. We have a long history of
supporting charitable causes,
most notably in our Unity for Hope
campaign in recent years.
For the planet:
We seek to operate in the most
sustainable way possible, reducing
our impact on the environment by
reducing emissions and generating
less waste.
Always growing
We set ambitious growth
targets and deliver them
through a combination
of organic growth
and selective capital
deployment.
Supporting the
UN Sustainable
Development Goals
Overview
Strategic Review
Governance
Financial Statements
23
Uniphar Plc Annual Report 2024
Financial
Key Performance Indicators
Why We Measure It
Performance In 2024
Gross Profit
€427.6m
2024: €427.6m
2023: €390.0m
2022: €306.7m
Gross profit is viewed by the
Board as the best measure of
top-line performance. It allows
management to assess the
performance of the business
and is a key measure in the
assessment of divisional
performance.
Gross Profit has increased by
9.6% driven by strong organic
Gross Profit growth of 8.2%.
The Group expects another strong
year of profit growth in 2025.
EBITDA*
€123.5m
2024: €123.5m
2023: €116.0m
2022: €98.6m
EBITDA provides management
with an assessment of the
underlying trading performance
of the Group and excludes
transactions that are non-
recurring, allowing for
comparison of the trading
performance of the business
across periods and/or with
other businesses.
Our EBITDA increased by 6.4% to
€123.5m in 2024. The result reflects
the strength of the business model,
the quality of our business and our
expanding geographic and product
diversity.
Free Cash Flow
Conversion*
105.5%
2024: 105.5%
2023: 60.0%
2022: 65.3%
Free cash flow conversion
represents the funds generated
from the Group’s ongoing
operations. These funds are
available for reinvestment
and for future acquisitions,
as part of the Group’s growth
strategy. We use free cash flow
to assess and understand the
total operating performance of
the business.
A free cash flow conversion of
105.5% reflects a strong performance
supported by temporary favourable
working capital timing benefits
in 2024.
Cash generation and working capital
management remain a key focus of
the Group in 2025.
Return on
Capital Employed*
15.2%
2024: 15.2%
2023: 15.2%
2022: 17.3%
Return on Capital Employed
(ROCE) is the key benchmark
the Group uses to evaluate
the performance of existing
businesses and potential
investment opportunities.
The Group continues to generate
strong returns on capital employed.
This will continue to be a key focus
in future capital allocation decisions.
Adjusted Earnings
per Share (cent)*
20.5c
2024: 20.5c
2023: 18.3c
2022: 18.6c
Adjusted EPS is used to
assess the after-tax underlying
performance of the business,
in combination with the impact
of capital structure actions on
the share base. This is a key
measure used by management
to evaluate the operating
performance of the business,
generate future operating plans
and make strategic decisions.
Adjusted EPS increased by 11.8%
during 2024 from 18.3c (2023)
to 20.5c (2024). As noted above,
the Group expects growth to
continue in future periods.
* This is an Alternative Performance Measure (APM) not defined under IFRS. Details on how this is calculated are included
in the APM section on pages 198 to 202.
KEY PERFORMANCE INDICATORS
Measuring Success
2022
2022
2022
2022
2022
2023
2023
2023
2023
2023
2024
2024
2024
2024
2024
24
Overview
Strategic Review
Governance
Financial Statements
Non-Financial
Key Performance Indicators
Why we measure it
Performance in 2024
Number of
Expanded Access
Programs
106
2024: 106
2023: 89
2022: 75
A key strategic priority
of Uniphar Pharma is the
successful operation of
Expanded Access Programs
(EAPs), facilitating the supply
of specialised medicines to
patients who require them.
Continued growth in the
number of these programmes
is a key metric in measuring
progress against this priority,
as well as the strength of our
manufacturer relationships.
During 2024, the number of
Expanded Access Programs
(EAPs) in progress or completed
by the Group grew to 106.
Recent acquisitions in the
Pharma division have increased
the capabilities of the Group to
offer global EAP solutions
to manufacturers.
Number of
medicines
supported in
On Demand
14,300
2024: 14,300
2023: 14,200
2022: 12,600
On Demand focuses on
ensuring equitable access
to medicines for patients
worldwide. The number of
medicines supported by the
business is a key metric of
performance and indicative
of our ability to source and
supply these products.
2024 saw continual shortage
challenges with the supply of
medicines, which Uniphar was
able to support our customers
with sourcing. The business
supported a large number of
medicines in On Demand during
2024. This growth was driven by
organic growth during the year.
Number of Medtech
manufacturers
supported in 2
or more countries
74
2024: 74
2023: 72
2022: 69
Uniphar Medtech seeks to grow
manufacturer relationships
across geographies deepening
our relationships with them.
Growth in these relationships
into new countries is a key
metric of the strength of these
relationships and our progress
against our strategic targets.
During 2024, the Group
increased the number of
manufacturers that we support
across 2 or more countries
from 72 to 74. This growth
arises from continued focus
and investment in building our
pan-European platform.
Symbol Group
Pharmacy Numbers
445
2024: 445
2023: 429
2022: 386
The Uniphar Symbol Group
consists of owned and
franchised pharmacies
operating under our Allcare,
McCauley, Life and Hickey’s
pharmacy brands, as well as
wholesale customers who we
support through our range
of innovative retail support
services. The number of
pharmacies operating under
the Symbol Group provides
management with insight
into the strength of these
brands and our service
offering in the marketplace.
The growth in pharmacy
numbers demonstrates the
strength of our market offering
and the key role we play in the
national health infrastructure.
We support our pharmacies
through our best-in-class supply
chain e-commerce platform
providing a tailored solution for
each group member.
The Group has a number of Key Performance Indicators (KPI's)
that monitor progress against the achievement of our strategy.
Each division has its own KPI's, which are aligned with the
Group KPI's and are included in the divisional reports.
2022
2022
2023
2023
2023
2022
2023
2022
2024
2024
2024
2024
Uniphar Plc Annual Report 2024
25
Uniphar Plc Annual Report 2024
@
Our Strategy
Page 19
Key Performance Indicators
Page 23
Continued investment
in the business’ future
capacity, supported
by a robust Balance
Sheet, positions the
Group strongly for
future growth.
Revenue
Revenue in the year amounted to €2.8bn
representing an increase of 8.5% (8.3% constant
currency) on 2023. Revenue growth was achieved
in all three divisions with the most significant
increase being in Uniphar Supply Chain & Retail.
This growth was driven by a strong performance
in the year together with the full year impact
of the McCauley pharmacy acquisition in early 2023.
Gross Profit
Gross Profit growth of 9.6% (9.4% constant currency)
with growth delivered across all three divisions.
This growth is mainly reflective of revenue growth in
addition to an increase in the Group’s gross margin
to 15.4% (2023: 15.3%). Uniphar Pharma delivered a
standout performance with Gross Profit growth of
17.8% while Uniphar Medtech and Uniphar Supply
Chain & Retail delivered growth of 9.1% and 5.5%
respectively. Gross Profit growth was predominantly
organic with Supply Chain & Retail reflecting the full
year benefit of the McCauley pharmacy group and a
small number of ICP acquisitions in 2023.
Strong Financial Performance
Driven by Organic Growth
FINANCIAL REVIEW
26
Overview
Strategic Review
Governance
Financial Statements
Summary Financial Performance
Growth
Year ended 31 December
2024
€’000
2023
€’000
Reported
Constant
currency
IFRS measures
Revenue
2,770,429
2,553,062
8.5%
8.3%
Gross profit
427,604
389,984
9.6%
9.4%
Operating profit
81,989
67,708
21.1%
21.1%
Basic EPS (cent)
23.5
16.4
43.3%
Alternative performance measures
Gross profit margin
15.4%
15.3%
EBITDA
123,458
115,985
6.4%
6.4%
EBITDA %
4.5%
4.5%
Adjusted EPS (cent)
20.5
18.3
11.8%
Net bank debt
(147,676)
(149,947)
Return on capital employed
15.2%
15.2%
Adjusted Earnings
Per Share
20.5 cent
2023:
18.3 cent
2023 2024
EBITDA
€123.5m
2023:
€116.0m
2023 2024
Organic Gross
Profit Growth
8.2%
2023:
5.6%
2023 2024
2024
Financial
Highlights
2024 saw strong organic growth
delivered in all three divisions.
Divisional Gross Profit
Growth
Year ended 31 December
2024
€’000
2023
€’000
Reported
Constant
currency
Organic
Uniphar Medtech
108,915
99,870
9.1%
8.6%
9.1%
Uniphar Pharma
121,561
103,187
17.8%
17.3%
17.6%
Uniphar Supply Chain & Retail
197,128
186,927
5.5%
5.5%
2.7%
427,604
389,984
9.6%
9.4%
8.2%
27
Uniphar Plc Annual Report 2024
Administrative Expenses
Pre-exceptional administrative expenses have
increased by €25.3m to €260.9m in 2024. This
increase of 10.7% reflects the revenue growth
together with an element of investment in
new business streams primarily in the Uniphar
Pharma division which are at an early stage of
development. These investments are developing
their revenue pipelines and are anticipated to be
an important part of the growth of the Uniphar
Pharma division in future years.
EBITDA
EBITDA increased by €7.5m to €123.5m
representing growth of 6.4% in the year (constant
currency 6.4%) and a consistent year-on-year
EBITDA margin of 4.5%. The growth is reflective of
the organic Gross Profit growth and an element of
incremental investment in the business to enable
future growth. Cost management and return on
capital remains a focus of management especially
given the macroeconomic environment.
Exceptional Items
Exceptional items in the year amounted to a gain
of €14.5m before tax (2023: charge of €0.4m).
This comprises three elements of costs totalling
€5.6m primarily relating to acquisition, redundancy
and strategic business transformation costs.
This is partly offset by a gain on the disposal
of businesses and assets of €2.4m primarily
relating to the sale of Inspired Insight, LLC. A
net release was booked of deferred contingent
consideration of €17.6m following a review of the
expected performance against earn-out targets
and contractual obligations. Further details can be
found in Note 4 of the financial statements.
€147.7m
Net Bank Debt
(2023: €149.9m)
1.47x
Leverage
(2023: 1.58x)
Year ended 31 December
2024
€’000
2023
€’000
Net cash inflow from operating activities
124,268
52,511
Net cash outflow from investing activities
(96,479)
(90,428)
Net cash (outflow)/inflow from financing activities
(11,488)
19,630
Foreign currency translation movement
1,039
235
Increase/(decrease) in cash and cash equivalents in the year
17,340
(18,052)
Movement in restricted cash
121
173
Non-cash movement in borrowings* (Note 31)
(2,663)
577
Cash flow from movement in borrowings (Note 31)
(12,527)
(41,428)
Movement in net bank debt
2,271
(58,730)
*The Non-cash movement relates to foreign currency movement and amortisation of refinancing transaction fees.
Earnings Per Share
Basic earnings per share for the year at 23.5 cent
is an increase of 7.1 cent on 2023 which reflects
strong growth in operating profit and the impact
of the exceptional gain relating to the net release
of deferred contingent consideration. The weighted
average number of shares remains the same as
in 2023.
Adjusted earnings per share is calculated after
adjusting for amortisation of acquisition-related
intangibles, exceptional items and share-based
payment expenses. The Group’s adjusted earnings
per share for 2024 was 20.5 cent (2023: 18.3 cent).
Underlying adjusted earnings have increased by
11.8% from €50.0m in 2023 to €55.9m in 2024.
Cash Flow and Net Bank Debt
The Group delivered a strong cash performance
during the year, with a free cash flow conversion
of 105.5% and a net bank debt position of €147.7m
(2023: €149.9m).
28
Overview
Strategic Review
Governance
Financial Statements
Currency Exposure
The Group continues to expand into new geographies
which, together with the continued growth in existing
geographies outside of the Eurozone, results in a
foreign exchange exposure for the Group being the
translation of local income statements and balance
sheets into Euro for consolidation purposes.
On a constant currency basis, revenue increased by
8.3% vs. 8.5% reported growth, gross profit increased
9.4% vs. 9.6% reported growth and operating profit
increased by 21.1% vs. 21.1% reported growth.
2024
Average
2023
Average
Great British Pound
0.847
0.870
US Dollar
1.082
1.081
Swedish Krona
11.431
11.473
Australia Dollar
1.639
1.628
Return on Capital Employed (ROCE)
Group ROCE of 15.2% (2023: 15.2%) is consistent
with the prior year and is marginally ahead of
the Group’s target range of 12%–15%. This strong
return is achieved notwithstanding the significant
investment in 2024 in the Group’s new high-tech
distribution facility in Ireland. Once complete, this
investment will deliver significant efficiencies and
capabilities and support the long-term growth of
the Uniphar Supply Chain & Retail division. The
ROCE metric is anticipated to trend to within the
Group’s target range of 12%-15% as the strategic
investment programme reaches completion. Details
on the calculation of ROCE are included in the APMs
section on page 198 to 202.
Dividends
The Board remains committed to a progressive
dividend policy as stated at the time of IPO. The
Directors are proposing a final dividend of €3.4m
(€0.0125 per ordinary share), subject to approval
at the Company’s AGM. It is proposed to pay the
dividend on 16 May 2025 to ordinary shareholders on
the Company’s register at 5 p.m. on 25 April 2025.
Together with the interim dividend of €1.8m (€0.0067
per ordinary share) paid in October 2024 this brings
the total dividend for the year to €5.2m (€0.0192 per
ordinary share) representing an increase of 4.9% on
2023 (€0.0183 per ordinary share).
Tim Dolphin
Chief Financial Officer
The Group continues to maintain a strong focus on
working capital management, and this is reflected
in the cash generated from operating activities of
€124.3m. The main year-on-year movements reflect
favourable working capital benefits from the growth
in the Pharma Services division that have led to an
increase in prepayments on certain programmes
being partially offset by higher interest and tax paid
in the year.
The net cash outflow from investing activities of
€96.5m principally consisted of property, plant
and equipment and intangible assets investment
of €101.9m (including strategic capital invested)
together with deferred and deferred contingent
consideration payments of €16.3m. This is offset
by the disposal of businesses of €21.9m, principally
Inspired Insight, LLC (“Inspired Health”).
The net cash outflow from financing activities
of €11.5m was primarily due to repayments of
borrowings at €33.7m which included the repayment
of a US Dollar loan following the disposal of Inspired
Health, principal lease payments of €18.3m and
dividends of €5.1m, offset by loan drawdowns from
the revolver facility of €50.1m and a decrease in
invoice discounting facilities of €3.9m.
Debt Facility
The Group operates a revolving credit facility of up to
of €400m with an additional uncommitted accordion
facility of €150m. This facility which commenced in
August 2022 runs for five years to August 2027 with
an option to extend by one year and a further option
to extend by an additional year up to August 2029
with repayment of all loans due on termination of
the facility. There are seven international banks in
the current banking syndicate. Net bank debt was
€147.7m at 31 December 2024 (2023: €149.9m) and
leverage marginally decreased to 1.47x (2023: 1.58x).
The facility combined with modest leverage and
strong free cash flow provides the Group with the
platform to support future growth and investment.
Taxation
The Group’s total tax expense has increased by
€3.6m to €11.4m driven by the increase in pre-
exceptional profits. The effective tax rate before
exceptional items has increased from 16.6% to 18.4%
reflective of the financial performance over multiple
tax jurisdictions. The effective tax rate is calculated
as the pre-exceptional income tax expense for the
year as a percentage of the profit before tax and
exceptional items.
29
Uniphar Plc Annual Report 2024
29
Uniphar Plc Annual Report 2024
29
Who we are
Uniphar Medtech is the leading European medical
device distributor offering end-to-end solutions and
expertise across sales, marketing, quality, compliance,
regulatory and market access to the world’s top
medical device manufacturers. The division is a
high-growth diversified healthcare services provider,
offering best-in-class products and services across
multiple specialities to both the public and private
sectors. The business is headquartered in Ireland with
a presence in 16 markets primarily across Europe in
addition to a partnership network elsewhere.
What we do
Uniphar Medtech is an expert provider across
multiple specialities to both the public and private
sectors. We are experts across a wide range of
specialisms with market-leading positions in
interventional cardiology/radiology, orthopaedics,
ophthalmology, minimally invasive surgery,
diagnostic imaging and critical care. We enable life
changing innovation across each of our markets of
operation and view our compliance offering as a
competitive advantage. The division has established
long-standing exclusive distribution agreements
with some of the world’s leading manufacturers of
medical devices and is one of only a few companies
in Europe fully accredited with service licence
agreements for several global medical device brands.
Our team excels at building strong partnerships
between healthcare providers and world-class
Strong organic growth with both
the market opportunity and
a focused strategy to achieve
significant future growth.
Performance highlights:
»
Gross profit growth of 9.1% all of which is organic
»
Growth strategy delivering growth in the UK
laying the foundation for further significant
growth in both the UK and EU
»
Continued focus on operational excellence
delivering increase in Gross margin to 40.6%
»
Number of specialities serviced in the UK
market increased from two to six
»
Growth of our European offering by leveraging
existing interventional specialities into new
countries
»
74 manufacturers represented in two or
more countries
BUSINESS REVIEW
Connecting
European healthcare
professionals with
innovative medical
technologies
9.1%
Organic gross profit growth
16
Number of countries operating in
74
Number of manufacturers
supported across 2+ countries
medical device manufacturers, ensuring that life-
changing medical devices reach the healthcare
professionals and the patients who need them.
Relationships
At Uniphar Medtech, people and the relationships they
cultivate are at the heart of our business. Supplier
expansion is a key pillar of our growth strategy, with
long-standing partnerships with manufacturers
driving our entry into new geographical regions. Our
manufacturers trust us to represent their brands in daily
interactions with healthcare professionals, making our
relationships with the medical community crucial. The
majority of our sales representatives in the Medtech
division come from clinical backgrounds, allowing them
to engage with customers in a peer-to-peer manner.
As medtech solutions become more sophisticated, the
purchasing decision is increasingly led by physicians
with the specific knowledge of the individual patient's
case. Our strong relationships with these frontline
professionals are a key asset to the division.
30
Overview
Strategic Review
Governance
Financial Statements
Innovation
The Medtech sector has been a leader in the
healthcare industry, driving innovation to enhance
the quality of patient care. Recent advancements in
products and technologies have delivered significant
operational and cost efficiencies for healthcare
providers, while also improving clinical outcomes for
patients. One area experiencing notable growth is the
use of robotics in surgery, as physicians increasingly
turn to technology to enhance their skills and achieve
greater precision, particularly for routine procedures.
Uniphar Medtech is proud to represent global robotic
manufacturers in the orthopaedic and minimally
invasive surgery specialties, playing a key role in
accelerating the digital transformation of healthcare.
Performance in 2024
The division delivered a strong performance in
2024 growing Gross Profit by 9.1% all of which was
achieved organically. This growth was delivered across
all of our regions through excellent performance
with existing suppliers in the market, in addition to
bringing existing and new suppliers into new areas of
partnership. In particular, the division achieved strong
growth in Germany, the UK and the Nordics in 2024.
Furthermore, in the UK, the division grew the number
of specialities serviced from two to six in the year.
An efficient central support function is essential to
providing a world-class service to our clients. The
current scale of the division enables it to optimise
technical and clinical knowledge along with central
support services to drive growth in new markets. The
platform that the division has developed in recent
years enables it to leverage these essential skills
in building a sustainable and efficient platform to
further expand.
Outlook
Uniphar Medtech has a strong team in place with the
experience and tenure to understand its clients and
provide solutions to the challenges they encounter.
The business has delivered significant growth in
recent years expanding both the range of specialities
and the geographies it services. As the business
moves forward, it has significant opportunities
notably in the UK and mainland Europe in supporting
existing and new clients grow their market share.
Furthermore, the division has now established a
presence in Switzerland and Austria to better support
clients in those markets.
DEMONSTRATING OUR CAPABILITIES
EMERGENCY MEDICAL DEVICE DELIVERY
IN RURAL NORWAY
The Challenge:
Late one Friday evening, our team received an
urgent call from a regional hospital in Norway. A
patient was in a critical condition having suffered
a severe pulmonary embolism. The surgical team
required immediate access to a market-leading
medical device that Uniphar supply to perform a
time sensitive life-saving procedure.
Our Solution:
Once our team were contacted, we mobilised a
carefully coordinated response recognising both
the patient's immediate need and the logistical
requirements to facilitate remote delivery. Our
team travelled to our stock location in Sweden
on Friday evening to secure the required medical
device whilst also making arrangements for
out-of-hours air and ground transport to get the
medical device to the hospital in rural Norway.
We leveraged our relationship with transport
partners to facilitate the transfer and the device
was delivered by our clinical sales specialist to
the hospital five hours after the initial call was
placed with Uniphar Medtech. The rapid response
enabled the surgical team to perform their critical
procedure without delay moving the patient from
immediate criticality to a successful discharge
from hospital. The swift turnaround demonstrates
our commitment to exceptional patient-driven
service in high-stakes circumstances across all
aspects of our team.
Growth
Year ended 31 December
2024
€’000
2023
€’000
Reported
Constant
Currency
Revenue
267,968
249,216
7.5%
7.1%
Gross profit
108,915
99,870
9.1%
8.6%
Gross margin %
40.6%
40.1%
The division has deep relationships in the Irish market
which are expected to continue to drive growth there.
Our growth strategy is driven by our dedication
to delivering an outstanding performance for
manufacturers and growing with them into a
multiplicity of markets delivering the same success
wherever we work with them. 2024 witnessed
great strides in partnership across the EU and the
UK setting a great foundational platform for future
growth. The division has the market access, service
platform, leadership team, expertise and track record
to capitalise on the opportunities ahead of it.
31
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Who we are
Uniphar Pharma’s goal is to provide access to
innovative medicines and therapies and help
manufacturers optimise value for their assets
globally. The division operates on a global scale,
delivering integrated, high-value services throughout
the life cycle of a pharmaceutical product -
from molecule to market.
What we do
We collaborate with pharmaceutical and biotech
companies to address the challenges of today’s
healthcare market, from bringing innovative medicines
to global markets to ensuring healthcare professionals
have access to medicines that are difficult to source
through traditional channels. The division utilises our
global network of facilities and locally-based clinical,
regulatory and logistics experts to support our clients
and to solve their unique challenges with customised
solutions. The division offers two distinct service
lines: On Demand and Pharma Services.
On Demand
Our On Demand business is a leading global provider
of unlicensed and difficult to source medicines
serving both primary and secondary care customers.
Our procurement teams specialise in resolving supply
challenges for medicines that are in short supply
to ensure the continuity of supply to patients who
rely on them around the globe. On Demand also
supports clinical trials through the sourcing, labelling
and supply of comparator medicines in addition to
operating an Aid and Development business that
supplies much-needed products to governments and
international organisations. Our unrivalled expertise in
logistics, national and international regulatory affairs,
reimbursement policies and quality procedures
Creating pathways for
medicines from manufacturer
to patient globally.
BUSINESS REVIEW
Solving the
challenge of
bringing medicines
to patients in need
17.6%
Organic gross profit growth
160+
Number of countries operating in
14,300
Number of medicines supported
(Medicines are either unlicensed
or otherwise difficult to source)
together with strong relationships with pharma
manufacturers, make our team a leading partner in its
field. The business sources medicines from in excess of
40 countries and supplies more than 160 countries.
Pharma Services
The Pharma Services business provides high-
value services to pharma and biotech companies
across the life cycle of a product, supporting our
clients in navigating the barriers to launch and
commercialisation in their target markets. Our end-
to-end suite of services removes barriers to launch
and increases access to providers and patients.
Uniphar is the only company worldwide to have
provided global expanded access programs for cell
and gene therapies and is the market leader for these
complex treatments. Our capabilities in the market
include Outsourced Product Development, Expanded
Access Programs, Regulatory Affairs, Medical Affairs,
Insight-Driven Sales and Marketing, Quality Assurance,
and Supply Chain Management.
Future of Pharma
The pharmaceutical industry is undergoing significant
changes that pose challenges for manufacturers,
healthcare professionals, and patients alike.
Performance highlights:
»
Gross profit growth of 17.8% achieved in 2024 of
which 17.6% was achieved organically with growth
in both the On Demand and Pharma Services
business units
»
Continued growth in gross profit margin as the
business expands into higher margin activities
»
Strong performance in the On Demand business
solving market supply challenges and ensuring
continued access to difficult-to-source
medicines for customers
»
17 new Expanded Access Programs (EAPs)
initiated in the year
32
Overview
Strategic Review
Governance
Financial Statements
New complex treatments, growing regulatory burden
and a focus on larger markets have disrupted
the traditional balance of the healthcare sector.
Consequently, pharma/biotech companies are seeking
partners with the global expertise and reach to help
them to supply and commercialise their specialised
products in smaller markets. Simultaneously,
healthcare professionals are grappling with persistent
medicine shortages needed for patient care.
Performance in 2024
Uniphar Pharma delivered an outstanding performance
in 2024 with organic Gross Profit growth of 17.6%. The
On Demand business continues to perform well by
offering solutions and expertise to help our customers
bring difficult-to-source medicines to those who
need them in addition to serving markets where
medicines may otherwise be unavailable. The On
Demand business operates across Europe, Asia Pacific
and US markets. The recent acquisitions of BModesto
and Orspec Group have enabled the Group to further
leverage relationships in their respective markets for
the benefit of the wider Group. BModesto announced
its investment in a new state-of-the-art distribution
facility in the Netherlands during 2024 which will
significantly expand its capacity and the services
the business can offer our customers and the market
and provide the Group with a sizable facility in
mainland Europe.
Pharma Services performed strongly in the year
with continued growth in EAP programs. As our EAP
offering becomes more established in the market,
clients are increasingly looking to Uniphar to partner
with them to provide additional services across the
product life cycle. Uniphar is proud to have been
the only company to have provided global expanded
access for cell and gene therapies in 2024 making
the business a market leader for bringing these
treatments to market.
Outlook
Uniphar Pharma has strengthened its service offering
considerably in recent years both through acquisition
and the development of new capabilities. The
business is now capable of supporting manufacturers
from “molecule to market” across all stages of the
product life cycle in addition to helping healthcare
practitioners (HCPs) get access to difficult-to-source
medicines. Uniphar Pharma’s target for organic Gross
Profit growth is to deliver double-digit growth over the
medium-term. Our flexible and innovative approach
to providing solutions, combined with our enhanced
scale and reach, will allow us to take a leadership
position in this market in the medium-term.
DEMONSTRATING OUR CAPABILITIES
WORLD-FIRST GENE THERAPY EXPANDED
ACCESS PROGRAM
The Challenge:
A pharmaceutical client recently developed a gene
therapy to treat a genetic disorder that impacts
infants and young children, causing them to
irreversibly decline, with few other satisfactory
treatment options available. The client contracted
Uniphar to design and implement an Expanded
Access Program (EAP) with the objective of providing
worldwide access to their therapy for all qualifying
patients as quickly as possible.
This EAP presented several unique challenges from
a regulatory, logistical and commercial perspective
as this therapy was a world-first treatment. Most
countries participating in the EAP did not have
appropriate approval processes in place as they
had never imported or approved such a treatment
previously. The therapy was also very high in value,
leading to the possibility of significant charges and
customs duties for the client and patients.
In addition, the therapy had to be stored at -80°c,
could not be X-rayed in customs, and had to be
used within 14 days of shipment. The EAP
incorporated a number of different payment
models, beginning with a paid programme and later
expanding to include a free-of-charge model along
with other innovative payment methods.
Our Solution:
Uniphar deployed our 50 years of experience of the
distribution of medicines and the related regulatory
frameworks, as well as our passionate team of high-
calibre logistics and clinical specialists, to meet the
EAP’s unique needs and ensure timely delivery of
this potentially lifesaving therapy in all the countries
in the programme. This was the first global EAP
for a high-value gene therapy product in a critical
disease area, carving a hopeful path for many more
therapies to come. The most important success,
however, was that the EAP provided a significant
number of patients across more than 40 markets
access to essential, timely treatment.
Growth
Year ended 31 December
2024
€’000
2023
€’000
Reported
Constant
currency
Revenue
658,814
592,226
11.2%
10.7%
Gross profit
121,561
103,187
17.8%
17.3%
Gross margin %
18.5%
17.4%
“ Uniphar was a true partner that
has been able to help deal with
very complex situations under
tremendous time pressure.”
Senior Director, Global Patient Access
33
Uniphar Plc Annual Report 2024
33
Uniphar Plc Annual Report 2024
33
Who we are
Uniphar Supply Chain & Retail is the vertically
integrated pharmaceutical distribution and retail
pharmacy division of the Group. The division
comprises of Pre-wholesale, Wholesale and Retail
pharmacy businesses that work together to supply
medicines, consumer products and pharmacy
services to our customers. Uniphar holds c.54% of
the wholesale market and c.60% of the hospital
supply market in Ireland.
What we do
Pre-wholesale
The Pre-wholesale business unit supports
pharmaceutical manufacturers with tailored and
innovative distribution solutions to bring their
products to the Irish market. Pre-wholesale is a
key element of the vertically integrated offering
that Supply Chain & Retail brings to the market.
The Pre-wholesale business performed strongly
in 2024 and begins 2025 from a position of
strength, having secured contract renewals with
several long-established manufacturers whilst
advancing new business opportunities with key
client partners. The growing demand for specialist
medicines requiring temperature-controlled
storage and distribution, combined with the
expertise of our team, places the Pre-wholesale
business in an ideal position to meet the rising
needs of its clients.
Another strong performance
positions the division well
for future growth.
BUSINESS REVIEW
Ireland’s leading
pharmaceutical
supply business
2.7%
Organic gross profit growth
54%
Wholesale market share
445
Retail pharmacy network
Performance highlights:
»
5.5% growth in gross profit of which
2.7% was achieved organically
»
Retail brands among the most trusted in
Ireland with all four brands ranked in top
12 in CXi Customer Experience survey
»
Wholesale volumes increased by 7%
ahead of the market growth of 5%
»
Multi-year investment in new distribution
facility and IT infrastructure progressing to
plan with property fit-out completed during
the year
Wholesale
The Wholesale business efficiently, reliably, and
securely supplies critical medicines to pharmacies and
hospitals in Ireland, playing a vital role in improving
patient health. At the heart of the business is the
delivery of prescription and OTC (over-the-counter)
products to community and hospital pharmacies
across Ireland. Additionally, we offer a broad range
of consumer products, which have become a key
driver of growth in recent years. Our goal is to be the
preferred partner for pharmacies by delivering world-
class service levels alongside a comprehensive range
of consumer products. The investment programme
in the new distribution facility in Dublin continues
to progress well while the business prepares for the
extra capacity, efficiencies and capabilities that the
new infrastructure will deliver for the Group.
Retail
Our Retail pharmacy business unit comprises 445
pharmacies that are owned, franchised or supported
by the Group.
34
Overview
Strategic Review
Governance
Financial Statements
The business operates across four brands –
Hickey's, McCauley, Allcare and Life Pharmacy –
and together forms one of the largest pharmacy
groups in Ireland. Community pharmacy plays a
prominent role as a trusted support to patients and
is increasingly seen as a primary care destination
for healthcare services. During 2024, all four of our
brands featured in the top 12 brands in Ireland in
the CXi Customer Experience annual survey with
Life Pharmacy ranked number two overall and the
number one brand for customer experience.
Performance in 2024
The division achieved Gross profit growth of 5.5%
of which 2.7% was achieved organically. This level
of growth is delivered through relentless focus
on operational excellence and a dedication to
offering a high service level to customers. The
Wholesale business grew at a higher rate than the
market in 2024 increasing market share to c.54%.
The Retail brands are among the most trusted
in Ireland by consumers who look to us as their
healthcare partner. The division continues to focus
on investing in the people and infrastructure to take
the business forward. The multi-year investment in
our new distribution facility and IT infrastructure
in Dublin continues to progress to plan with the
division substantially completing the fit-out of the
property during the year.
Outlook
The Supply Chain & Retail division’s success is
defined by its commitment to operational excellence
and service delivery for our customers. Our goal is
to be the one-stop shop for community pharmacies,
offering reliable solutions for not only their
prescription and OTC needs but also their front-of-
shop and consumer product requirements.
Community pharmacy in Ireland is an important
element of the healthcare system with seven out of
eight Irish adults visiting a pharmacy every month
and 42% of the population living within one kilometre
of a pharmacy. Our vertically integrated Supply Chain
& Retail division is well positioned to capitalise on the
growth of community pharmacy as one of Ireland’s
largest pharmacy networks. The division continues
to look forward to its new distribution facility which
will significantly expand capacity and provide the
infrastructure for the coming years to scale the
division further in addition to supporting the next
generation of digital pharmacy.
DEMONSTRATING OUR CAPABILITIES
ELEVATING OUR RETAIL PHARMACY EXPERIENCE
The Challenge:
Patients visit our 445 network pharmacies every
day for everything from support and advice to
obtaining the medicines they need for healthy
living. Pharmacists are one of the most trusted
professions in Ireland and are utilised extensively
with seven out of eight Irish adults visiting a
pharmacy every month on average. Furthermore,
42% of the Irish population live within one
kilometre of a pharmacy. Our extensive network of
locations across the country uniquely positions the
division to develop a trusted healthcare offering to
patients nationwide.
Our Solution:
Our pharmacists can support patients with a wide
range of health initiatives such as vaccination
programmes, blood pressure monitoring and
general health and well-being advice in a local
community setting. Every pharmacy in our network
now has consultation spaces for customers to
discuss their health concerns privately. Retail
pharmacy is more than just a retail prescription-
dispensing offering; customers seek a pharmacy
team they can trust to address their concerns and
make healthcare accessible and understandable.
In a recent survey, over 80% of patients said they
always or predominantly visited the same pharmacy
reflecting the loyalty patients place in a service they
trust. Our Retail team has focused in recent years
on developing our service offering to truly become
our customers' healthcare partner. During 2024, our
customers rewarded us with very strong results in
the annual CXi Customer Experience survey:
»
All four of our brands in the top 12 brands
in Ireland,
»
Life Pharmacy awarded number one brand
in Retail and number two brand overall,
»
Hickey’s Pharmacy number nine brand
in Ireland.
These outstanding results reflect the dedication
of our team in cultivating a patient-centric culture,
with a strong focus on earning the loyalty and trust
of our customers.
Growth
Year ended 31 December
2024
€’000
2023
€’000
Reported
Constant
currency
Revenue
1,843,647
1,711,620
7.7%
7.7%
Gross profit
197,128
186,927
5.5%
5.5%
Gross margin %
10.7%
10.9%
35
Uniphar Plc Annual Report 2024
Fostering a Future-Ready Workforce:
HR Highlights of the Year
At Uniphar, we understand that our people are
the foundation of our success. Over the past
year, we have taken significant strides to create
a thriving, inclusive and innovative workplace. By
championing Equity, Diversity and Inclusion (ED&I);
enhancing learning and development opportunities;
strengthening employee engagement; fostering
leadership growth; advancing HR technology; and
refining our talent attraction strategies, we are
positioning Uniphar as an employer of choice.
Equity, Diversity and Inclusion:
Building a More Inclusive Workplace
This year, Equity, Diversity and Inclusion (ED&I)
training was a cornerstone of our efforts to create
a more inclusive workplace at Uniphar. Recognising
the importance of fostering a culture of awareness
and respect, we partnered with expert consultants
to craft our ED&I strategy and to deliver awareness
training to staff. We continued to promote our
Woman’s and Rainbow employee resource groups
(‘ERGs’) and have made comprehensive digital
inclusion training available to all staff via our
learning academy.
Fostering a Future-Ready Workforce
PEOPLE AND CULTURE
Learning and Development:
Empowering Growth
Investing in our people’s growth is a priority.
With a continued commitment to Learning
and Development (‘L&D’) we are proud to have
provided training across a variety of topics,
including technical skills, leadership and personal
development. Our new Digital Learning Academy
enabled employees to access over 400 self-paced
and live training sessions, webinars and tutorials
tailored to their individual career paths. We also
launched other targeted development initiatives,
including certifications in Project Management,
HR, IT and workshops on emerging technologies;
equipping our workforce with the knowledge to
lead in their respective fields. This commitment
to continuing learning ensures our workforce is
prepared for the challenges of tomorrow.
We believe leadership development is crucial for
sustaining long-term success. Our ‘Evolve’ and
‘Transform’ management development programmes
have equipped emerging and established leaders
with the tools to navigate complex challenges,
lead diverse teams and foster innovation. Through
executive coaching, cross-functional projects
and succession planning initiatives, we have
strengthened our leadership pipeline and prepared
the next generation of leaders.
Uniphar
Learning + Development
You
&
At Uniphar,
we understand
that our people
are the foundation
of our success.
36
Overview
Strategic Review
Governance
Financial Statements
Employee Engagement:
Strengthen Connections
A highly engaged workforce drives innovation
and performance. In 2024 we launched divisional
Employee Engagement Surveys focusing on
communication, job satisfaction, engagement, work
environment, professional development and well-
being. The surveys at a divisional level allowed for
more targeted actions to address specific issues
raised and provided valuable insights that informed
actions to enhance work-life balance, career
satisfaction, and workplace culture. Corporate
communications and employee briefings have come
to the fore in the feedback from our employees in
the results. Consequently, we have commissioned a
new world-class communications platform that will
be live in Q1 2025 to support our communications
strategy going forward.
Graduate Development:
Cultivating the Next Generation
Our graduate development programme continued
to go from strength to strength in 2024 with new
graduates joining across the divisions. The programme
incorporates on-the-job training, coaching, mentoring
and certification programmes in their respective
profession. Our graduates are supported to rotate
within their departments and beyond, offering an
enriched and diverse learning environment.
Talent Attraction:
Competing for Top Talent
In a competitive market, attracting exceptional
talent remains challenging but essential. Our
enhanced employer branding strategy, bolstered by
targeted social media campaigns, has highlighted
Uniphar as an inclusive, innovative workplace.
Partnerships with universities, professional
organisations, and community groups have
broadened our reach, while our Employee Referral
Programme has contributed positively to our
recruitment campaigns. We have continued our early
career pipeline by actively promoting Uniphar as an
employer of choice for graduates.
Looking Ahead
As we reflect on 2024, we are proud of the progress
we have made in creating a workplace where
everyone can thrive. In the year ahead, we remain
committed to advancing these initiatives, ensuring
Uniphar continues to be a place where talent
flourishes, diversity is celebrated, and innovation
thrives. Together, we are building a workforce that
reflects the values and vision of Uniphar, driving
success for years to come.
37
Uniphar Plc Annual Report 2024
CEO Sustainability Statement
We have continued to make progress on our
sustainability initiatives in 2024 across all five of
our strategic pillars. We have made some great
progress with setting our climate-related targets,
broadening the range of training available to our
staff and progressing our preparations to ensure
compliance with the Corporate Sustainability
Reporting Directive (CSRD) in 12 months’ time.
I am also pleased that we have retained or improved
each of our ESG ratings, reflecting our ambition
and progress in many different areas.
People and Culture
This year, we partnered with expert consultants
to craft our ED&I strategy and deliver awareness
training to staff. We continue to focus on expanding
our in-person and digital offerings across a variety
of subjects. We believe leadership development
is critical for sustaining long-term success and to
prepare the next generation of leaders.
Supporting our Community
In September, we ran our annual fundraising event,
Unity for Hope, and I am delighted that we raised
€155,000 for a variety of charity partners spanning the
different regions we operate in. We also continued
to support a range of diverse volunteering and
sponsorship initiatives in our many local communities.
Emissions and Environment
In early 2024, we received approval of our climate-
related Science Based Targets from SBTi, which
sets key goals for the coming years to reduce our
absolute Scope 1 and 2 carbon emissions and
engage our supply chain on our Scope 3 emissions.
During 2025, we will be working across all our
business areas to identify opportunities to
decarbonise our operations for delivery in the years
ahead. We will also be progressing our Responsible
Sourcing Programme, working with suppliers in our
value chain on shared sustainability goals.
Uniphar has continued its sponsorship for the 100
Million Trees Project for the planting season 2024–
25 which means, over an 18-month period, we will
have funded the planting of 475,000 native Irish
trees across 200 sites around Ireland. This reaffirms
our commitment to a greener and healthier
environment and a more sustainable future.
The Year Ahead
Thanks to our colleagues, partners and suppliers for
all their support throughout the year on our various
initiatives across our five sustainability pillars. I
look forward in 2025 to continuing to progress our
sustainability agenda across the business and to
achieving further great successes.
Ger Rabbette
Chief Executive Officer
Sustainability driving
our performance
SUSTAINABILITY REPORT
Sustainability
ratings
38
Overview
Strategic Review
Governance
Financial Statements
Sustainability Governance and Oversight
We refreshed our approach to Sustainability
Governance in late 2024, with two new programmes
launched to drive and embed positive change in
two of our priority areas – Climate Change and
Responsible Sourcing. These programmes will join our
existing ED&I Programme and other initiatives already
underway within a variety of teams throughout the
organisation to deliver improvements across the
fields of Environment, Social and Governance.
CSRD and Double Materiality Assessment
In preparation for our first CSRD sustainability
statement to be issued in early 2026, for the 2025
reporting period, we completed a double materiality
assessment during 2024. This involved working
with our external sustainability advisers to carry
out stakeholder engagement (including surveys
and sectoral research) in order to engage with a
variety of stakeholder groups (including suppliers,
customers, employees and investors) to garner
insights and feedback on a wide range of CSRD
topics. We completed scoping sessions that helped
us to identify and define ESG impacts, risks and
opportunities on our stakeholders and on Uniphar,
using scoring approaches aligned to our corporate
risk management framework. We are now reviewing
the outcomes of this work as we finalise the specific
topics that will be considered material for Uniphar
and that will be reported on in our first CSRD
submission in early 2026.
Sustainability and
Responsible Sourcing
remain at the centre
of how we do
business.
Existing Forums
New Forums
Board and
Nominations,
Governance &
Sustainability
Committee
Executive Leadership Team
Sustainability Council
Existing operational
teams to focus
on continuous
improvement
towards defined
ESG targets
Climate Change
Programme Group
Responsible Sourcing
Programme Group
ED & I Programme Group
Climate Change
Programme Group
@
Financial Review
Page 25
@
Governance Report
Page 67
39
Uniphar Plc Annual Report 2024
Pillar 1
People and
Workplace
Pillar 2
Community
Involvement
What this pillar means to us
Our people are our most
important resource, and we
are committed to making Uniphar
a fulfilling and inclusive place
to work.
Supporting employees to
actively participate in the local
communities where we are based
is a long-standing objective for
the Group and is achieved through
serving the community and
supporting good causes.
Relevant SDGs
Materiality
»
Diversity & Inclusion Practices
»
Employee Health & Safety
»
Employee Well-being
»
Employee Training
»
Employee Labour Practices
»
Charity & Fundraising
»
Active Community Support
»
Customer Privacy
»
Customer Welfare
Initiatives during 2024
»
Continued roll-out of
Group-wide ED&I
Awareness Training
»
New Technical Skills Academy
»
New Management Development
Programmes
»
Investment in HRIS
Infrastructure
»
Unity for Hope Annual Fundraiser
»
Local Charity Initiatives
»
Data Privacy Training
SUSTAINABILITY REPORT
Pillars and Materiality
Uniphar has identified five strategic pillars that define our approach
to sustainability and these have been aligned to the UN Sustainable
Development Goals (‘SDGs’) to show which global sustainability goals
we believe we can make the most significant contribution towards.
40
Overview
Strategic Review
Governance
Financial Statements
Pillar 3
Environment
and Sustainability
Pillar 4
Governance,
Quality and
Compliance
Pillar 5
Business
Solutions
& Innovation
As the business grows
and our geographical
footprint expands, we remain
committed to managing
our environmental
responsibilities effectively.
Operating in healthcare markets
that are highly regulated and
demand high quality and
compliance standards drives
our quality focus and culture
of continuous improvement.
Ensuring the highest standards
of governance, quality and
compliance is fundamental
to our business.
We believe a positive difference
will be achieved through
collaboratively developing
innovative business solutions
across all our divisions,
resulting in a more sustainable
business and better outcomes
for our stakeholders.
»
Energy Management
»
Greenhouse Gas Emissions
»
Waste & Hazardous Waste
Management
»
Pollution Prevention
»
Sustainable Transport
& Logistics
»
Product Quality
& Patient Safety
»
Business Ethics
»
Systemic Risk Management
»
Critical Incident Risk
Management
»
Legal & Regulatory
Requirements
»
Selling Practices
& Product Labelling
»
Business Model Resilience
»
Innovation
»
Supply Chain Management
»
Science-Based Targets
Approved by SBTi
»
Maintained our CDP ‘B’ Rating
»
Continued Sponsorship of
the 100 Million Trees Project
»
Data Protection Structure
»
Completed Double Materiality
Assessment
»
Refreshed Five-Year
Sustainability Roadmap
»
Maintained our MSCI Rating
of ‘AAA’ and Sustainalytics
1st Percentile Rating
»
Investment in Digital
Transformation
»
Vulnerability Management
and Advanced Endpoint
Security Deployed
»
Regular Cybersecurity Training
and Testing Established
»
New Global Quality Structure
Implemented
@
Sustainability Review
Page 37
@
People & Culture
Page 35
41
Uniphar Plc Annual Report 2024
Pillar 1
People and Workplace
SUSTAINABILITY REPORT
At Uniphar, our commitment to sustainability
extends beyond environmental practices – it is
embedded in how we work, how we grow, and how
we empower our people. Human Resources plays
a pivotal role in driving sustainability by aligning
workforce strategies with our organisational goals,
fostering a culture of responsibility and ensuring
our practices are both ethical and impactful.
Equity, Diversity and Inclusion
This year, we partnered with expert consultants
to craft our ED&I strategy and to continue the
development and roll-out of various training
initiatives, including:
»
ED&I Awareness Workshops
»
Inclusive Leadership Workshops
»
Neurodiversity at Work
»
Curated Learning Paths.
Uniphar is committed to an ongoing focus on
developing our global talent pool and building
a more diverse leadership team for the future.
As of 31 December 2024, women accounted for 28%
of senior management and 68% of total employees.
Relevant
SDGs:
75%
63%
25%
37%
Directors
2023
2024
72%
72%
28%
28%
Senior Management
2023
2024
31%
32%
69%
68%
All Employees
2023
2024
Male
Female
Gender Pay Gap Reporting
Aligned to the Gender Pay Gap Information Act
2021 in Ireland, we published a consolidated
Gender Pay Gap Report covering all entities
within the Republic of Ireland, for 2024. This is
available on our website www.uniphar.ie.
42
Overview
Strategic Review
Governance
Financial Statements
Health and Safety
Uniphar remains fully committed to ensuring a safe
and healthy work environment for all our employees.
Over the past year, we have concentrated on
strengthening our safety protocols, expanding training
initiatives and fostering a culture of continuous
improvement in safety. We have refreshed and
enhanced our risk assessments, focusing on high-risk
areas such as the warehouse and chemical handling
operations. To ensure effective communication
and continuous feedback, we established a Safety
Committee comprising representatives from multiple
disciplines across the business.
Throughout 2024, we enhanced our reporting
and KPIs to improve how we track accidents and
incidents across our business and reduce the risk of
recurrence. In 2024, the number of accidents was 54.
Number of Accidents
54
Number of Ambulance Call-outs
3
Number of Incidents / Near-Misses
17
Well-being
In 2024 Uniphar’s focus on employee well-being
and mental health took a significant step forward
with the launch of our new Employee Assistance
Programme (EAP) in partnership with a market
leading global well-being platform provider. Uniphar
employees globally now have access to a range
of services and opportunities addressing their
mental, physical and financial well-being, including
year-round access to accredited and qualified
counsellors or psychotherapists and access to
live and on demand fitness classes and well-
being seminars.
Attracting, Developing and Engaging our People
We have had another strong year of improving
our approach to acquiring, developing and engaging
our people at Uniphar. Further details of this can be
found in the People and Culture section on page 35.
Labour Practices
The Group is committed to complying with the
highest labour standards across all jurisdictions
in which we operate. Attracting and retaining
the right people is vital for the success of our
business. Equality underpins our recruitment
activity, ensuring that recruitment and selection
activities promote fairness. The Group’s ED&I Policy
outlines our approach to equity, diversity and
inclusion and reasserts our commitment to equity
of all employees and prospective employees. The
Group’s Dignity at Work Policy recognises the right
of all employees to be treated with dignity and
respect and the Group is committed to providing all
employees with a safe working environment, which
has zero tolerance for bullying, harassment and
sexual harassment. The Group has a Modern Slavery
Statement in place. This is available on the Group
website: www.uniphar.ie.
The Group also recognises the trade unions of which
some of our employees are members and engages
with them as necessary.
43
Uniphar Plc Annual Report 2024
Pillar 2
Community Involvement
SUSTAINABILITY REPORT
Relevant
SDGs:
Uniphar’s Charity Partners
The Unity@Uniphar initiative is an umbrella for
inclusivity, community and charitable activities
that Uniphar colleagues across all divisions and
geographies are involved in.
Unity for Hope, our annual key fundraising
event, is now in its fifth year of raising money
for various charities around the world. This year
we raised €155,000 for our chosen charities,
including those supporting mental health and
children with health issues. Across our different
sites, a range of individual and team fundraising
events took place including sponsored walks,
runs and sea swims. This year’s donation total
means the amount we raised over the last five
years of Unity for Hope has now exceeded the
€1m mark, which is a great milestone.
Community Support and Sponsorship
The core business of each of our divisions is
rooted in serving and supporting local and global
communities. Our Supply Chain & Retail teams
ensure timely, secure delivery of essential medicines
to Irish pharmacies and hospitals as well as
providing expertise and support to pharmacies
across Ireland, relieving some of the administrative
burden on pharmacists and enabling them to focus
their efforts on serving their patients. Our Medtech
division focuses on providing outsourced sales,
marketing and distribution solutions to pharma
and medical device manufacturers, ensuring access
to leading healthcare technologies and medicines
in the geographies we serve. Our Pharma division,
through its On Demand and Pharma Services
business units, ensures access to unlicensed
and hard-to-source products and its Aid and
Development team also works with global charity
partners to ensure medicines and medical supplies
can be provided to those most in need.
Uniphar also supports and sponsors a variety of
local community initiatives and groups across each
of our businesses and locations.
We have
now exceeded
€1m raised for
charities through
Unity for Hope.
44
Overview
Strategic Review
Governance
Financial Statements
Customer Privacy and GDPR
We are committed to protecting the personal data
that we process as part of our service provision.
We ensure that customers can trust us to keep
their personal data safe and that they have a clear
understanding of how and why the data is used.
Uniphar has a robust GDPR framework in place, to
ensure that we are operating consistently across the
organisation and in accordance with applicable laws.
The Group applies the following data protection
principles:
»
Governance - We have designated Data Protection
Officers within each division. Their role is to
monitor, advise and inform senior management
regularly regarding compliance.
»
Transparency - We are open and honest about
how and what data we process. We only use
personal information for specified fair and lawful
purposes.
»
Data Minimisation - We only collect necessary and
relevant personal information.
»
Accountability - We continually monitor and
assess regulatory compliance. We provide training
to all personnel.
»
Retention - We do not retain personal information
for longer than is necessary.
»
Accuracy - We keep personal information accurate,
complete, and up to date.
»
Access Rights - We respect individuals’ rights
and choices.
»
Security - We use appropriate security safeguards
to protect personal data.
»
International Transfer - We ensure protection for
international transfers of personal information.
»
Privacy by Design - We implement appropriate
measures to ensure the principles of privacy
by design and default are embedded into our
processes and systems.
»
Risk Assessments - We evaluate new business
processes to ensure that they do not present
any risk to data subjects.
The Group has a Privacy Policy, which is available
on the Group’s website: www.uniphar.ie/static/
privacy-statement and a Data Protection Policy,
which is available to the workforce.
GDPR training for all staff was moved over to our
HRIS platform during 2024 – allowing more control
of invited participant lists and improved reporting
on training completion.
Customer Welfare
The needs of our customers, the pharmacies,
hospitals, manufacturers and patients we serve,
are always paramount. Our can-do attitude, coupled
with our commitment to the highest standards of
product quality and patient safety, ensured this
important topic remained a priority throughout the
year. Further details of our commitment to quality
and ensuring patient safety are set out in our
Governance, Quality and Compliance Reports.
45
Uniphar Plc Annual Report 2024
Pillar 3
Environment and
Sustainability
SUSTAINABILITY REPORT
Relevant
SDGs:
Climate Change
In 2024, we were pleased to maintain our ‘B’
CDP Rating, based on the 2023 reporting period
and associated emissions.
Scope 1 and 2 Emissions (Own Operations)
Scope 1 and 2 Science-Based Target
We received approval from the Science Based
Target initiative (SBTi) in early 2024 for our two
science-based targets. Our first SBTi target is to
reduce our absolute Scope 1 and 2 emissions by
50% by 2030 from a 2019 baseline year, in line
with the SBTi 1.5˚C aligned pathway for targets.
2024 Scope 1 and 2 Carbon Emissions
In early 2025, we completed our carbon footprinting
exercise for 2024 Scope 1 and 2 emissions. The
results of this exercise are set out in the tables and
graphs below. With our revenue growing by 8.5%
in 2024, we were pleased to be able to keep our
global consumption of energy and fuel stable,
with decreases in some areas and business
growth-driven increases in others. This has led to a
reduction in our combined Scope 1 and 2 absolute
emissions of 305 tCO2e (4.8%) compared to the
2023 total, largely due to decreases in several
emission factors used to calculate our carbon
footprint. This means that despite our strong
organic business growth in 2024, we have achieved
a 12.3% decrease in our carbon intensity measure
(scope 1 and 2 emissions total divided by revenue).
Electricity for our buildings remains the highest
source of emissions, which we have maintained
at a stable level, year-on-year. Fuel for company-
owned vehicles (being mainly cars for staff in
field-based roles, as nearly all of our distribution
logistics is outsourced and covered in Scope 3) is
the second-highest contributor. Here we have an
increasing number of hybrid and fully-electric cars
being used.
Emissions (tCO2e)
2019
2020
2021
2022
2023
2024
Scope 1
3,778.63
2,624.98
2,434.24
2,549.26
2,969.97
2,833.11
Scope 2 (Location Rate)
4,020.80
3,626.09
3,476.94
3,611.86
3,358.93
3,190.55
Total:
7,799.43
6,251.07
5,911.18
6,161.12
6,328.90
6,023.66
Note: historical Scope 1 and 2 figures have been amended to allow for acquisitions and some amendments.
Group Intensity Measure
2019
2020
2021
2022
2023
2024
tCO2e/Million € Revenue
4.49
3.45
3.05
2.98
2.48
2.17
Note: historical figures have been amended to allow for adjustments to previous Scope 1 and 2 carbon emissions.
46
Overview
Strategic Review
Governance
Financial Statements
Progress Against SBTi Target
We have now achieved a 22.8% overall reduction
in absolute Scope 1 and 2 carbon emissions since
our baseline reporting year of 2019 and this puts
us on track to reduce our Scope 1 and 2 emissions
by 50% by 2030, as per our SBTi target. The graph
below shows our progress against our Scope 1 and
2 SBTi target and our intensity measure trend.
Plans for Scope 1 and 2 Decarbonisation in 2025
As our business grows, we know we will need
to carry out more carbon reduction initiatives in
the years ahead to ensure our absolute carbon
footprint continues to decrease, aligned to our
SBTi goal of halving Scope 1 and 2 emissions by
2030. As part of our emerging Climate Change
Programme we will be identifying carbon hotspots
across our Group-wide carbon footprint and
prioritising projects to tackle those areas. With our
carbon footprint analysis showing that electricity
and fuel for our company-owned vehicles are
the two main drivers of Scope 1 and 2 emissions,
we will be focusing our actions on areas such
as self-generating renewable energy, increased
building efficiencies, a more electrified version of
our fleet of cars and behavioural changes. We will
also be ensuring any new warehouses we move
into or develop in the coming years have strong
environmental credentials to ensure our business
growth can be achieved whilst continuing to
reduce our carbon footprint.
Electricity (Buildings)
52.88%
Natural Gas
12.86%
Fugitive Gases
5.42%
Vehicles (Fuel & Electricity)
28.84%
2024 Scope 1 and 2 Carbon Emission Sources (tCO2e)
tCO2e
0
1000
2000
3000
4000
5000
Main Sources of Scope 1 and 2 Emissions
Natural Gas
Vehicles
(Fuel &
Electricity)
Electricity
(Buildings)
2019 2020 2021 2022 2023 2024
Intensity Measure
Progress against SBTi Target and Intensity Measure
(Scope 1 & 2)
SBTi Near-Term Target
Actual Emissions
0
20000
40000
60000
80000
100000
2019
2026
2020
2027
2021
2028
2022
2029
2023
2030
0
2
4
6
2024
2025
tC02e per €1m revenue
Carbon (tC02e)
47
Uniphar Plc Annual Report 2024
Scope 3 Emissions (Value Chain)
Scope 3 Science-Based Target
Our second SBTi target that was also approved
in early 2024 is to ensure that 73.5% of our
suppliers by emissions covering purchased
goods and services will have science-based
targets by 2027.
2023 Scope 3 Emissions
In 2024, we completed our Scope 3 carbon
footprint for 2023 with the support of external
sustainability consultants (see below table).
Our purchased goods and services category
analysis was based on spend data that was
input into the Environmentally-Extended Input-
Output (‘EEIO’) spend-based tool. We will be
carrying out the analysis of our 2024 Scope 3
emissions in the first half of 2025.
Scope 3 Emissions Reduction
While our Climate Change programme will initially
be prioritising reducing our Scope 1 and 2 emissions,
we will also be looking across certain relevant
categories of Scope 3 and identifying where we can
make improvements through a range of initiatives
in the years ahead. As part of our Responsible
Sourcing Programme, we will be working with our
partners to identify ways of decreasing our Scope
3 emissions during 2025 and beyond. We are
conscious that almost 10% of our Scope 3 carbon
footprint arises through our outsourced transport
and distribution. During 2024 we continued a trial
with our first ever electric Transit van in partnership
with a leading pharmaceutical supplier and we are
currently reviewing the lessons learnt from that trial
to shape our plans for longer-term decarbonisation
of our logistics.
Progress against SBTi Target
As of 31 December 2024, we estimated 40%–50% of
our suppliers by emissions covering purchased goods
and services have approved science-based targets.
In order to keep making progress against this target,
we have started an active Responsible Sourcing
programme to work with our suppliers and partners
in tackling the challenges of reducing emissions and
identifying ways in which we can work together with
them to reduce our collective emissions.
Scope 3 Category
2023 GHG Emissions (tCO2e)
% of Scope 3 Total
Category 1: Purchased goods & services
780,504
89.14%
Category 2: Capital goods
- (included in Category 1 total)
-
Category 3: Other fuel-related activities
2,191
0.25%
Category 4: Upstream transport & distribution
73,939
8.44%
Category 5: Waste
241
0.03%
Category 6: Business travel
3,898
0.44%
Category 7: Employee commute
2,588
0.30%
Category 8: Upstream leased assets
-
-
Category 9: Downstream transport & distribution
1,902
0.22%
Category 10: Processing of sold product
-
-
Category 11: Use of sold product
7,776
0.89%
Category 12: End of life
1,952
0.22%
Category 13: Downstream leased assets
-
-
Category 14: Franchises
629
0.07%
Category 15: Investments
-
-
Scope 3 Total
875,620
100.00%
SUSTAINABILITY REPORT
48
Overview
Strategic Review
Governance
Financial Statements
Climate Scenario Analysis
The Group conducted a transitional and physical
scenario analysis in 2023 that helped identify and
evaluate our climate-related risks and opportunities.
We will be refreshing this work during 2025 as part
of our CSRD preparation work.
Taskforce on Climate-Related Financial Disclosures
(‘TCFD’) and EU Taxonomy
In 2024, there was continued discussion around
environmental, social and governance matters
and emissions management by the Board. The
Board received regular reports on Sustainability
and considered specific climate-related risks and
opportunities as part of its bi-annual Risk Register
Review. Further details in relation to the Group’s
actions in alignment with Taskforce on Climate-
Related Financial Disclosures (‘TCFD’) are set out in
the following table.
In addition, the Group carried out an assessment of
the extent to which the Group’s activities are aligned
to the EU Taxonomy Regulations and the results of
this assessment are set out in the Directors’ Report
on page 102 of this report.
AN INVESTMENT IN OUR ENVIRONMENT AND COMMUNITIES
Sponsoring the 100 Million Trees Project over the last two planting seasons reaffirms our
commitment to a greener and healthier environment and a more sustainable future. These
mini-forests have wonderful effects on plant and animal biodiversity in a community, on air quality
and often on local morale. Between December 2023 and April 2025, Uniphar will have funded the
planting of 475,000 native Irish trees across 200 sites around Ireland, covering 26 counties.
That is the equivalent of 6,300 tonnes of carbon being extracted every year from the atmosphere.
Uniphar Chairman Maurice Pratt and CEO Ger Rabbette attended the planting of a 2,000-tree mini-forest in the
grounds of Áras an Uachtaráin in November 2024 accompanied by Sabina Higgins and Barry Field (AIB Bank).
49
Uniphar Plc Annual Report 2024
Taskforce on Climate-Related Financial Disclosures (TCFD)
Recommendation
Response
Page
Governance
Describe the Board’s
oversight of climate-
related risks and
opportunities.
The Board is responsible for overall Group
climate-related risks and opportunities
oversight. The Risk Register of the Group
is submitted to the Board twice a year
and as part of this process, the Board
now considers a specific sub-set of
climate-related risks and opportunities.
In addition, the Nominations, Governance
and Sustainability Committee oversees
the Group’s sustainability strategy and
monitors the progress being made in
reaching the Group’s sustainability KPIs.
Environment &
Sustainability
Section Page 37
Describe management’s
role in assessing and
managing climate-
related risks and
opportunities.
Climate-related risks are measured and
managed as part of the Group’s overall
risk management framework.
Risk
Management
Section Page 57
Strategy
Describe the climate-
related risks and
opportunities the
organisation has
identified over the short,
medium and long-term.
Climate Change Risk is a risk identified
and included on the Group’s Risk Register.
As part of the Board’s Risk Review the
Board also considered specific climate
risks and opportunities and these are set
out in further detail below.
Risk
Management
Section Page 57
Environment &
Sustainability
Section Page 37
Describe the impact
of climate-related
risks and opportunities
on the organisation’s
businesses, strategy and
financial planning.
See the disclosures below in respect
of specific climate-related risks and
opportunities identified by the Group.
Environment &
Sustainability
Section Page 37
Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
The group conducted a climate scenario
analysis that evaluates its climate-
related risks and opportunities, applying
both physical and transition scenarios in
line with CSRD and CDP guidelines. The
analysis utilises four primary scenarios—
two physical (IPCC AR6 2°C and 4°C) and
two transitional (NGFS Net Zero 2050
and NGFS Divergent)—to explore possible
outcomes under varying levels of climate
action and warming trajectories. This
analysis supported Uniphar in detecting
material risks and opportunities for future
climate scenarios.
Environment &
Sustainability
Section Page 37
SUSTAINABILITY REPORT
50
Overview
Strategic Review
Governance
Financial Statements
Recommendation
Response
Page
Risk
Management
Describe the
organisation’s processes
for identifying and
assessing climate-
related risks.
Climate-related risk management
is included in Uniphar’s overall risk
management structures and considered
by the Board as part of the Risk
Management Framework.
Risk
Management
Section Page 57
Describe the
organisation’s processes
for managing climate-
related risks.
Describe how processes
for identifying,
assessing, and managing
climate-related risks
are integrated into the
organisation’s overall risk
management.
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.
Uniphar has disclosed Scope 1 and 2
emissions since 2020 and Scope 3 since
2022 and will continue to do so annually
going forward. Our related risks are
contained in the next table of this report.
Environment &
Sustainability
Section Page 37
Disclose Scope 1, Scope
2, and, if appropriate,
Scope 3 greenhouse gas
(GHG) emissions and the
related risks.
Describe the targets
used by the organisation
to manage climate-
related risks and
opportunities and
performance against
targets.
Uniphar has targets in respect of Scope 1,
2 and 3 emissions that were approved in
early 2024 by the Science Based Targets
initiative (SBTi).
Environment &
Sustainability
Section Page 37
51
Uniphar Plc Annual Report 2024
Driver
Description
Potential
Impact
Response to Risk /
Opportunity
Risk
Fossil Fuel-
Driven Energy
Prices
Fuel price fluctuations
may increase healthcare
distribution costs.
Medium
Climate Change Programme
will look at opportunities
to decarbonise through
greater use of renewable
energy, efficiency
improvements to buildings
and electrification of our
own fleet and that of our
logistics partners.
Investor
Expectations
Restrictions on accessing
capital if not reducing
emissions or meeting the
sustainability demands
of customers may lead
to inability to execute
growth plans and deliver
increased EBITDA.
Medium
Our Climate Change
Programme will be shaping
a pathway to achieving our
emission reduction targets
and our Responsible
Sourcing Programme will
drive our engagement with
suppliers to become more
sustainable throughout our
value chain.
Acute Physical
Product deliveries may
be impacted if transport
networks do not adapt to
climate events e.g. floods,
storms, sea level rises,
landslides etc.
Medium
The operation of regional
depots mitigates the risk
of full operational stoppage
due to an individual
weather event.
Opportunity
Markets
Uniphar is well positioned
to develop new services
and solutions to ensure
that both our business
and that of our partners
meet our climate-
related requirements
and ambitions.
Medium
Embedding climate-related
risks and opportunities
into the core business
strategy and continual
implementation of the
Responsible Sourcing
Programme throughout
the entire business.
Resource
Efficiency
Reduce energy costs and
greenhouse gas emissions
by improving operational
energy efficiency.
Medium
Directing capital
investment towards
renewable energy initiatives
and improving energy
efficiency in buildings and
lowering costs.
Markets
The ability to
demonstrate meaningful
progress on climate-
related issues increases
access to capital from
institutional investors
and fund managers.
Medium
Development of defined
environmental objectives,
including carbon reduction
targets with a clear
pathway to monitor
performance against
those targets.
Climate-Related Risks and Opportunities
SUSTAINABILITY REPORT
52
Overview
Strategic Review
Governance
Financial Statements
Waste and Hazardous Waste Management
Throughout all our facilities we are continually
investigating ways to reduce, reuse, recycle and
recover. We have been a member of Repak since
1999 and we make substantial efforts across our
organisation to reduce plastic waste. The Group
collated data from all our locations in relation
to waste and in 2024, 74% of the Group’s waste
(918 tonnes out of a total of 1,242 tonnes) was
diverted from landfill.
Relevant parts of our business are compliant
with the Waste Electrical and Electronic
Equipment Directive (WEEE).
Pollution Prevention
The Group acknowledges the significance of
protecting the environment around us and
ensuring that our operations do not emit pollution
into our surrounding environment. During 2024,
there were no reportable instances of pollution
across the Group.
53
Uniphar Plc Annual Report 2024
Pillar 4
Governance, Quality
and Compliance
SUSTAINABILITY REPORT
Relevant
SDGs:
Adopting the highest standards of Governance,
Quality and Compliance is essential to the success
of our business. In January 2024, the Financial
Reporting Council (FRC) published a revised UK
Corporate Governance Code (the ‘2024 UK Code’)
which comes into effect from 1 January 2025. In
September 2024, Euronext Dublin also published
the first Irish Corporate Governance Code (the ‘Irish
Code’). As an Irish listed company, listed on both
Euronext Growth Dublin and AIM, the Company may
elect which corporate governance code it wishes to
align its governance practices to. During 2024, the
Board, following consideration by the Nominations,
Governance and Sustainability Committee, reviewed
its governance practices against the UK Code,
the 2024 UK Code and the Irish Code. The Board
resolved that going forward the Company would
continue to align its governance practices to, and to
disclose any variances against, the 2024 UK Code.
The Board and the Nominations, Governance and
Sustainability Committee will continue to review the
Company’s existing corporate governance practices
to ensure alignment with all provisions of the 2024
UK Code in a timely manner.
The governance of our business is dealt with in
extensive detail in the Corporate Governance
section of this report on page 67.
Product Quality and Patient Safety
Uniphar has a comprehensive approach to quality
management and regulatory compliance, with a
commitment to maintaining high standards across
all aspects of its operations.
Uniphar’s Quality Management System provides
a digital and validated platform, which facilitates
real-time monitoring, data integrity, and traceability
across its operations. This system is built around
core Good Manufacturing Practice (‘GMP’) and
Good Distribution Practice (‘GDP’) values, which are
critical for ensuring the safety, efficacy, and quality
of pharmaceutical and other healthcare products
during the product life cycle.
The employment of quality and regulatory subject
matter experts (‘SMEs’) in each of the jurisdictions
is a key strategy for ensuring compliance with both
local laws and global standards. This localised
expertise enables Uniphar to navigate and meet
the varying requirements in different markets while
ensuring that operations adhere to the company’s
overarching global quality standards.
The ongoing certification to
ISO 9001:2015 and compliance
with other relevant regulatory
frameworks indicates a proactive
approach to maintaining
certifications and adapting to
any regulatory changes. It also
reflects Uniphar’s commitment to
sustaining high levels of quality and
operational excellence over time.
This structure and focus on quality and compliance,
combined with expertise at local and global levels,
positions Uniphar to effectively manage risks, meet
regulatory requirements and ensure product quality
in a complex, highly regulated industry.
54
Overview
Strategic Review
Governance
Financial Statements
Business Ethics
Uniphar is committed to promoting a corporate culture that is based on sound ethical values
and behaviours. In recent years we have created and evolved several key policies aligned to our
core sustainability values. The latest versions of the policy documents are all available on the
Sustainability section of the Uniphar website.
Responsible Sourcing Commitment Statement
At Uniphar, we are committed to conducting
our business in a responsible, ethical and
sustainable manner. We recognise the
importance of ethical, environmental and
social considerations in our supply chain and
procurement activities.
We are committed to:
»
Ethical Sourcing. We commit to conducting
business with honesty, integrity, and
transparency.
»
Respect for Human Rights. We are dedicated
to upholding human rights and promoting fair
labour practices throughout our supply chain.
»
Environmental Sustainability. We
recognise our responsibility to minimise
the environmental impact of our sourcing
activities.
»
Supplier Engagement. We expect our suppliers
to share our commitment to responsible
sourcing and work with us to meet these
standards. We encourage open communication
and collaboration to ensure alignment with our
values and principles.
»
Regular Review. We commit that our sourcing
practices will consistently meet the highest ethical,
social and environmental standards and we are
dedicated to regular reviews of our policies and
procedures. Through these regular reviews, we aim
to stay at the forefront of responsible sourcing,
maintaining transparency, and accountability in all
aspects of our supply chain.
»
Resourcing for success. We understand that
responsible sourcing is not just a statement
of intent but a tangible commitment that
requires adequate support. We commit to
investing in the training, technology and expertise
needed to monitor and improve our supply chain
practices continually.
At Uniphar, responsible sourcing is not just a
statement; it is an integral part of our corporate
culture. We believe that by adhering to these
principles and working closely with our suppliers
and stakeholders, we can create a positive impact,
protect human rights, preserve the environment, and
contribute to a sustainable and responsible global
supply chain.
Policy
Description
Code of Conduct
An overview of our responsibilities to each other and to the many different
constituencies we serve – to our clients, customers, principals and to the communities
where we live and work. It defines business conduct standards for everyone who works
for us, in all business areas, in every function, geography and role.
Supplier Code
of Conduct
Outlines our expectations of our suppliers and their responsibilities to us, to each other
and to the many different constituencies we serve.
Whistleblower
Policy
Establishes a structure where behaviours that depart from our ethical culture can be
reported while protecting the rights of the whistleblower. This policy includes contact
details of an external reporting line.
Anti-Bribery and
Corruption Policy
We adopt a zero-tolerance approach to all forms of bribery and corruption. These
standards are communicated to and expected of all employees and contractors.
Modern Slavery
Statement
We are opposed to any form of slavery and human trafficking and conduct our business
in line with the UK Modern Slavery Act 2015.
Conflict of
Interest Policy
The Group is conscious that, at times, the interests of our employees may conflict with
those of the Group or our customers. This policy seeks to manage or avoid ethical, legal,
financial or other conflicts of interest and to ensure that the activities and interests of
our employees do not conflict with their obligations to the Group or its welfare.
55
Uniphar Plc Annual Report 2024
The Group has a
robust risk management
framework in place
Risk Management
Systemic Risk Management
The Group has a robust risk management framework
in place, which provides the structure for managing
the principal risks of the business. Details of this risk
management framework are set out on pages 57 to
62. In addition, the quality and regulatory personnel
across the Group perform regular risk assessments
and have robust validation processes in place.
Critical Incident Risk Management
Critical incident management requires a coordinated
response from multiple teams to ensure that
any critical incidents (regardless of severity) are
appropriately managed. Our internal reporting lines
and focus on open communication across divisions
and functions ensure that any critical incident
identified is managed appropriately.
Legal and Regulatory Requirements
The Group values the importance of regulatory
expertise in navigating the ever-changing regulatory
environment in which it operates. The Group’s
General Counsel heads the legal and compliance
function across the Group with external legal and
regulatory support sought, where necessary. Our
extensive and knowledgeable quality teams specialise
in healthcare regulation and the requirements of
GDP and other regulatory codes relevant to our
business. Appropriate training of our teams on the
applicable regulations in the areas in which they work
is essential to maintaining the Group’s reputation for
quality and regulatory excellence.
Selling Practices and Product Labelling
As a healthcare business involved in the sale,
marketing and distribution of pharmaceutical
products and medical devices, the Group is subject
to wide-ranging regulation on Selling Practices
and Product Labelling Regulations, together
with industry codes of practice. These set down
strict requirements within which the Group must
operate. The Group’s quality policies, manuals,
extensive standard operating procedures (‘SOPs’)
and employee training programmes are designed to
ensure the Group meets its obligations and ensures
compliance to the fullest extent. The Group’s
internal procedures are the core of the Group’s
Quality Management System and it is through
these robust procedures and ongoing training and
development that the Group continues to meet
the regulatory standards across all our activities.
These procedures document and ensure that the
Group is compliant with both local and international
standards such as ABPI, IPHA and EFPIA. These
Codes emphasise the importance of providing
healthcare professionals with accurate, fair,
objective information about medicines ensuring that
medicines promotion is undertaken in a manner that
conforms not only to legal requirements but also to
professional standards of ethics and good taste.
The Group is committed to enabling doctors and
healthcare professionals to offer their patients the
best possible therapeutic care by providing them
with complete, accurate and up-to-date information
in accordance with the applicable legislation on the
promotion of medicinal products.
56
Overview
Strategic Review
Governance
Financial Statements
Pillar 5
Business Solutions
and Innovation
SUSTAINABILITY REPORT
Relevant
SDGs:
Business solutions and innovation allow us
to create a more sustainable business, better
outcomes for our stakeholders and underpin our
can-do culture and entrepreneurial spirit.
Business Resilience
During 2024 we completed the first phases of
our continental European hub in the Netherlands
and our new high-tech distribution centre in
Dublin. We also ramped up the operational use
of our new warehouse in North Carolina that was
opened during 2023. These new centres, together
with our investment in technology, provide us
with a platform to maximise the potential growth
in our business.
The Group continues to implement its digital
transformation strategy, which includes back-
office systems to support our expansion and
growth plans, as well as new ways to engage our
customers with innovative digital solutions. Our
Cybersecurity programme is continually updated
to take into account the changing cyber-threat
landscape and to address emerging risks. Our
programme puts in place a defence-in-depth,
multi-layer security control environment, enabling
us to protect, detect, respond and recover from
cyber-threats. This multi-pronged approach
involves strengthening existing controls, adding
additional controls where weaknesses are
identified and developing strategic partnerships
with technology providers to deploy market
leading defensive capabilities.
Innovation
Uniphar’s innovative culture is evident in many
aspects of how we do business, including
identifying new opportunities, improving our
services, evaluating potential acquisitions,
collaborating across our many different teams
and targets, and enhancing our digital capabilities.
MEDICINE SHORTAGES IMPACTING
PATIENT CARE
The Challenge:
In May 2024, a critical shortage of a
specific pharmaceutical product arose in
the Irish and UK markets. This shortage
posed a potential risk to patient care in
hospitals and community pharmacies
across both countries.
Our Solution:
We leveraged our extensive network across
the Group to identify if the product could
be sourced from alternative markets
or channels. Our team confirmed that
the product was available in Germany
and could be supplied from there. The
multinational sourcing team arranged the
procurement and delivery of the product
from Germany into the Irish and UK
markets within a few days ensuring that
patients could continue to access essential
care. Thanks to our global sourcing and
supply chain, we can react to critical
shortages and provide unlicensed and short
supply medicines both within and outside
Europe. This case highlights the strength
and agility of our global operations,
showcasing the resilience of Uniphar’s
global supply solutions.
57
Uniphar Plc Annual Report 2024
Risk Management and Internal Control
The Board has overall responsibility for risk
management, the Group’s system of internal control,
and for reviewing its effectiveness. The Audit, Risk
and Compliance Committee has responsibility for
reviewing the Group’s risk management and internal
control systems, along with making recommendations
to the Board regarding the operation of the Group’s
Risk Management Framework.
The Group operates a Group-wide Risk Register.
This is reviewed and updated on a regular
basis and presented to the Audit, Risk and
Compliance Committee. The Committee considers
the risks identified and the effectiveness of
the mitigating actions taken, focusing on those
deemed most critical.
The Group has a dedicated Head of Internal Audit
who meets with the Audit, Risk and Compliance
Committee to monitor the adequacy of the Group’s
internal control systems. The Audit, Risk and
Compliance Committee also meets with and
receives reports from the external auditors.
Understanding and appropriately
managing our risk environment
RISK MANAGEMENT
The Group’s Risk Management Framework is integral to managing risk
and uncertainty in an ever-evolving environment, supporting the Group’s
strategy and ensuring a sustainable and resilient business.
Risk
Register
Governance
Audit and
Investigation
Risk
Appetite
Statement
Internal
Controls
Risk
Matrix
Policies
Communication
& Training
Id
en
tif
y
M
on
it
or
As
se
ss
Mi
ti
ga
ti
on
Risk
Management
Process
The Chairperson of the Audit, Risk and Compliance
Committee reports to the Board on all significant
issues considered by the Committee.
When necessary, the Board draws on the expertise of
appropriate external consultants to assist in dealing
with or mitigating risk.
Risk Management Framework
The Group’s Risk Management Framework provides
the structure for managing the principal risks. The
Group has implemented a ‘three lines of defence’
approach to ensure that there is clear ownership
and delegation of responsibility for the management
and oversight of risk to support the appropriate flow
of information throughout the Group. Each of these
three ‘lines’ plays a distinct role within the Group’s
wider governance framework.
Risk Register Update Process
The Group’s Risk Register process is based on a
Group-wide approach. Risks are identified, assessed
and monitored, with a clear focus on the assignment
of responsibility to each risk owner.
58
Overview
Strategic Review
Governance
Financial Statements
Individual risks are assessed and assigned a rating
based on the likelihood of occurrence and the
potential impact. The Risk Register is reviewed
regularly, and any new or emerging risks are added,
as they are identified and assessed.
Divisional management are responsible for completing
and maintaining divisional Risk Registers, setting out
the risks and mitigating factors pertaining to their
area. The Group Risk Manager reviews these and
updates the Group Risk Register, as required, for
any significant risks arising. The Group Risk Manager
reports to the Audit, Risk and Compliance Committee
and the Board on risk during the year.
The Audit, Risk and Compliance Committee and the
Board carry out a review of the Risk Register and
communicate and refer any required changes in
mitigating actions back to executive and divisional
management levels.
2024 Highlights
The Group continues to ensure that the
Risk Management Framework is integrated in
the day-to-day activities of the business. During
the year ended 31 December 2024, the Group
carried out the following:
»
Reviewed the Group Risk Register, updating for
all the key risks facing the Group at this time
»
Performed a review of emerging and new risks
»
Reviewed the relevance of existing risks and
identified the current principal risks
»
Continued to focus on cybersecurity related risks.
Emerging Risks
In addition to considering our current principal risks,
emerging risks are also considered as part of our
overall risk management processes. Management
identifies, assesses, and manages new and emerging
risks in the same way as the Group’s principal risks.
Emerging risks can arise in two ways for the Group.
The risk can be newly identified as part of the ongoing
risk management process in existence across the
Group; or the risk may already be identified on the
Group Risk Register but its potential impact may have
changed, pointing to the need for a reassessment.
Principal Financial and Reporting Risks and
Uncertainties
The following tables set out the principal risks and
uncertainties, which have the potential to have a
direct impact on the key strategic objectives of the
Group. The principal risks are categorised as Strategic,
Operational and Financial. These have been developed
from a full review of the Group Risk Register, the
business performance and evolving global trends.
The risks are not listed in order of priority, nor do
they represent an exhaustive list of all risks currently
affecting the business. They represent what the Board
deems to be the principal risks and uncertainties
facing the Group at this time. Some risks may not be
currently known to the Board or they may not be of
material consequence, at this time. The mitigating
factors that are in place do not represent an absolute
level of protection and elimination against the risk,
but they are designed to give reasonable protection
against the impact of the risk.
Implementing
Monitoring
Risk Management Framework
Board/Audit,
Risk and
Compliance
Committee
Board
Ensure prudent risk management is implemented in the Group. Review and approve
the Group Risk Register along with Risk Appetite and Risk Management Policy.
Audit & Risk Committee
Oversee the adequacy and effectiveness of the Group’s internal controls.
Responsible for the review and assessment of the effectiveness of the Group’s risk
management process.
Senior
Management
Overall responsibility for establishing and embedding the risk management processes
within the Group. The Group Risk Manager is responsible for monitoring, maintaining,
and presenting the Group Risk Register to the Audit, Risk and Compliance Committee
and the Board.
3RD
line of
defence
Internal Audit
Ensures independent oversight of the Risk Management Policy and the execution of
the Group’s risk management process. Internal Audit is responsible for testing the
design and effectiveness of the Group’s control environment and ensuring the risk
management responsibilities of the 1st and 2nd lines of defence have been discharged.
2ND
line of
defence
Risk Co-Ordinator
Responsible for overseeing and executing the Group’s risk management process and
maintaining the Group’s Risk Management Policy and Risk Appetite Statement.
1ST
line of
defence
Operational Level
Processes and Controls in the ordinary operations of the business which identify,
assess and reduce or mitigate risk exposure through management or internal
control measures.
59
Uniphar Plc Annual Report 2024
The principal risks and uncertainties for the year ended 31 December 2024 are summarised below:
Strategic Pillar
Partner
of Choice
Capital
Allocation
Strive for
Excellence
People &
Sustainability
Trend
Stable
Increasing
Decreasing
↕
↗
↗
Strategic Risks
Risk
Impact
Mitigation
Trending
Economic,
geopolitical
& external
environment
risk
The global macroeconomic,
regulatory, political, and legal
environment may impact the
markets in which we operate and,
in turn, our client and supplier base.
Ongoing conflicts around the world
increase the risk of geopolitical
instability that present an
increased risk for the Group. This
may adversely affect the Group’s
financial and operational results.
The Group closely monitors global political and
economic conditions and responds quickly to
any changes in circumstances or events.
The Group has increased its geographical
footprint in recent years which now includes
Ireland, the UK, Europe, the US and Asia Pacific,
thus decreasing the reliance on any particular
geographic market.
The Group has deep experience in navigating
supply chain challenges with extensive
international relationships, strong procurement
know-how and flexible stock levels to support
continuity of supply.
The Group actively manages its cost base,
to ensure that margins are maintained and
to reduce margin erosion.
↗
Increase
Acquisitions &
Strategic
Growth
The Group seeks to achieve
its growth targets through a
combination of organic growth and
acquisition into both existing and
new markets and geographies.
Growth through acquisition
continues to remain a key strategy
for the Group. Failure to identify,
complete and integrate acquisitions
successfully may directly impact
the Group’s projected growth.
Organic growth carries risks such
as new regulatory obligations,
increased operational complexity
and failure to understand new
markets.
All potential acquisitions are assessed to
measure their strategic fit and financial return.
Specialist advisers are appointed to provide
robust and thorough due diligence.
Experienced management and project teams
ensure integration and organic expansion is
managed effectively, to achieve identified
benefits and minimise potential risks. The Group
carries out a Goodwill Impairment assessment
annually, or more frequently, if required, to
ensure the carrying value remains appropriate.
↔
Stable
Key personnel
& succession
planning
The success of the Group is directly
correlated to the effectiveness
and talent of its people, including
Directors, senior management, and
colleagues across all divisions.
If the Group fails to attract, retain,
and develop the skills and expertise
of colleagues, this may adversely
impact the Group’s performance.
Succession planning and talent management is
implemented across the Group, ensuring that the
appropriate skills, knowledge, and diversity are in
place to ensure the future success of the Group.
The Group has developed a number of new talent
development programmes across our divisions to
support talent development and retention.
The Group looks to appropriately incentivise
teams, to ensure long-term alignment with
shareholder objectives.
↔
Stable
RISK MANAGEMENT
60
Overview
Strategic Review
Governance
Financial Statements
Strategic Risks (continued)
Risk
Impact
Mitigation
Trending
Market
perception &
reputational
risk
Uniphar plc is a publicly listed
company and must communicate
to the market and stakeholders
regularly with updates on financial
performance and key metrics.
Failure to deliver in line with
expectations may result in
reputational damage impacting
the Group’s ability to achieve
strategic targets.
The Group has financial reporting structures
and timelines in place to ensure accurate and
timely reporting. The Board reviews the financial
and operating performance, together with the
implementation of the strategic plan.
The Group Investor Relations team actively
engages with the investment community.
The team ensures a timely and accurate
communication of information to the market.
A positive corporate culture reinforces ethically
responsible behaviour in the business.
↔
Stable
Loss of
competitive
position
Changes in the competitive
environment in which the Group
operates may occur as a result
of new market entrants, loss or
material change in terms of key
customers or key suppliers, new
technologies or regulatory changes.
Failure of the Group to respond to
any of these may result in the loss
of its competitive edge and market
share, which may put pressure on
profitability and margins.
The Group continues to monitor market trends
and demands, to maintain its competitive edge.
Individual business management teams manage
the supplier and customer relationship and
keep informed of any changes in their business
strategies. Value-add and unique services are
offered to enhance the relationship and promote
customer loyalty.
Strategic acquisitions enhance the commercial
relationships within the pharmaco-medical
market and provide a wider and more diverse
service offering, protecting the competitive
position.
↔
Stable
Environment &
Sustainability
The increasing global focus on
environmental and sustainability
governance is recognised by the
Group, and its stakeholders.
Failure to appropriately assess,
monitor, report and manage the
Group’s impact on the environment
and the communities in which it
operates may result in reputational
damage, impacting the Group’s
ability to deliver results.
The Group is subject to
an increasing number of
environmental and sustainability
regulations and legislation, which
may negatively affect the Group’s
business if it fails to adequately
comply with them.
The Group recognises the lasting impact its
actions can have on the environment and
is committed to operating sustainably and
reducing its environmental impact. During 2024,
the Group appointed a Group Sustainability
Manager to drive the sustainability agenda.
The Group’s Sustainability Council drives the
sustainability agenda across the Group and
ensures that sustainability targets are integrated
across all businesses. The Group engages with
external advisers to ensure it is prepared for
upcoming reporting obligations.
The Group’s banking facilities incorporate
sustainability provisions that will enable
discounted rates of interest for achieving
specified ESG goals and benchmarks.
Furthermore, bonus metrics for Executive
Directors and some senior management include
specific sustainability and governance targets
to ensure focus on achieving continuous
improvements in this area.
↔
Stable
Transformational
project
execution
The Group has embarked on
several transformational projects
that will provide it with the
platform and capacity to grow
over the coming years.
Significant transformation
programmes bring inherent risks
such as an inability to manage
change in the organisation or to
deliver projects within time and
budget constraints.
Failure of the Group to satisfactorily
deliver such projects may result
in cost overruns or reputational
damage impacting the Group’s
ability to deliver strategic targets.
The Group has implemented appropriate project
management structures to ensure projects are
delivered in line with their plans. Appropriate
project management resources have been added
to the organisation to facilitate this.
Furthermore, the Group utilises external
advisers to supplement our internal knowledge
where specialist skills are required.
↔
Stable
61
Uniphar Plc Annual Report 2024
Operational Risks
Risk
Impact
Mitigation
Trending
Cybercrime
In common with all large
organisations, the Group is
exposed to risk relating to cyber
events threatening the availability
or integrity of our systems and
data. There is a constant threat
of sophisticated cyber-attacks,
increasingly using artificial
intelligence, including ransomware,
phishing and malware. An adverse
event could result in significant
reputational, operational and
financial damage.
The Group is also exposed to the
risk of an attack on our business
partners that could negatively
impact the Group.
The Group has IT security processes in place
to minimise the occurrence of cyber-attacks.
Continuous user awareness is a key measure
used in helping to protect against the threat
of a cyber-attack.
External reviews and penetration testing are
carried out to identify vulnerable areas and
put in place mitigating controls.
The Group has invested in a dedicated IT
Security team, led by the Director of Information
Security, to continuously review, monitor and
strengthen the preventative and detective
controls required to protect against a cyber
related incident and draws on appropriate
external support to achieve this objective.
↗
Increase
IT systems
Digital capabilities are a specific
strategic offering of Uniphar, and
the alignment of the IT strategy
with the business strategy is
essential.
The Group is reliant on the
effectiveness of its IT systems
and network. Any interruption or
downtime may have a negative
impact on the Group’s operations,
financial conditions, and
competitive position.
The IT strategy is a key factor in the Group’s
strategic planning process. This ensures that the
development of our IT systems and processes
remains aligned with Group objectives.
The Group actively monitors the performance
and robustness of our IT systems. The in-house
IT team works in tandem with external providers
to ensure all business-critical processes are
safeguarded.
Business continuity plans are in place to ensure
the uninterrupted provision of services and
to enable the restoration of key systems, if
necessary. Continued technology investment
is essential to support the enlarged Group,
and a multi-year technology transformation
programme is underway, with the initial focus on
ERP platforms.
↔
Stable
Business
interruption
The Group may be unable to
provide a service to customers,
due to external factors affecting
its operations such as, natural
disasters, environmental hazards,
or industrial disputes, resulting
in potential lost sales and loss of
customer loyalty.
A business continuity plan is in place and is
updated and reviewed continuously to mitigate
the risks to operational continuity.
↔
Stable
Health & Safety
Uniphar distributes pharmaceuticals
and medical devices to pharmacies,
hospitals, and patients. Uniphar
also provides consultancy
services to a range of healthcare
practitioners. Failure to follow all
applicable regulations and guidance
could impact patient safety.
The health and safety and well-
being of our staff is also paramount.
With large operational facilities in
various locations, it is essential we
adhere to the highest standards of
health and safety throughout the
organisation. Failure to implement
and follow proper health and safety
procedures could have adverse
effects on our people or patients.
Dedicated quality functions are in operation
across the Group, ensuring that we adhere to
and comply with good distribution practice,
pharmacovigilance and regulatory requirements.
A robust health and safety framework is
in place to ensure that we have effective
health and safety processes.
↔
Stable
RISK MANAGEMENT
62
Overview
Strategic Review
Governance
Financial Statements
Operational Risks (continued)
Risk
Impact
Mitigation
Trending
Laws,
regulations
and compliance
Uniphar operates in a highly
regulated environment and
is subject to both local and
international laws and regulations
in the jurisdictions where we
operate.
Failure to operate under any
of these stringent laws and
regulations could result in financial
penalties, reputational damage,
and risk to business operations.
The Board has overall responsibility for the
Group’s corporate governance environment. Our
strong corporate governance culture prioritises
continuous improvement.
The Group General Counsel and Company
Secretary are responsible for the oversight of
compliance across the Group. The Group also
has an extensive quality and regulatory team,
who ensure compliance with all applicable
regulations relating to our service offerings.
In the area of data privacy, the Group has a
dedicated Data Protection Compliance Officer
and Data Protection Officers within each
division. The Data Protection Compliance Officer
provides group guidance and governance to the
divisional Data Protection Officers.
In addition, the Group ensures that professional
and appropriately qualified personnel are
employed in positions of responsibility.
Education and internal training are provided
on updates to laws and regulations,
as appropriate.
↔
Stable
Financial Risks
Risk
Impact
Mitigation
Trending
Foreign
currency
The Group’s reporting currency
is the Euro. Exposure to foreign
currency occurs in the normal
course of business, as the Group
operates in jurisdictions outside
of the Eurozone.
The Group’s activities are primarily conducted
in the local currency of the operation, which
results in low levels of transactional risk. The
foreign currency risk has increased in recent
years, due to expansion in jurisdictions outside
of the Eurozone.
The Group reduces its exposure to currency
fluctuation by matching foreign currency
payments and receipts across business units.
The current banking facility permits drawdown
across multiple currencies, which can create a
natural hedge.
↔
Stable
Treasury
The Group is exposed to liquidity,
interest rate and credit risks.
Increases in interest rates impact
the Group by increasing interest
costs on outstanding borrowings
thereby limiting the available cash
flows for reinvestment.
The Group Treasury Policy sets out how these
risks are managed. The policy is reviewed and
approved by the Audit, Risk and Compliance
Committee.
Cash forecasting and effective management
reports are in place to monitor and minimise
the financial risk. The current banking facility
agreement provides sufficient headroom for the
Group in terms of liquidity.
The Group monitors and manages its net bank
debt and leverage and seeks to actively manage
cash flow conversion, to minimise debt levels
and associated interest costs.
↔
Stable
Uniphar Plc Annual Report 2024
64
Company Information
65
Board of Directors
67
Corporate Governance Report
79
Audit, Risk and Compliance Committee Report
85
Nominations, Governance and Sustainability Committee Report
89
Remuneration Committee Report
102
Directors' Report
Governance
63
Uniphar Plc Annual Report 2024
Governance
64
Overview
Strategic Review
Governance
Financial Statements
COMPANY INFORMATION
Board of Directors
M. Pratt (Chairman)
G. Rabbette (Chief Executive Officer)
T. Dolphin (Chief Financial Officer)
J. Gaul
L. Hoctor
P. Hogan
S. Webb
V. Sick
Company Secretary and Registered Office
A. McCarthy
Uniphar plc
4045 Kingswood Road
Citywest Business Park
Co. Dublin
D24 V06K
Registered Number:
224324
Auditors
PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
One Spencer Dock
North Wall Quay
Dublin 1
D01 X9R7
Legal Adviser
William Fry
2 Grand Canal Square
Dublin 2
D02 A342
Nomad and Euronext Growth Adviser
Davy
Davy House
49 Dawson Street
Dublin 2
D02 PY05
Website
Further information on Uniphar plc
is available on the Group’s website:
www.uniphar.ie
Registrar
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Principal Bankers
Bank of Ireland
Allied Irish Banks
Royal Bank of Canada
HSBC Bank
Barclays Bank
ING Bank
Citizens Bank
Joint Brokers
Davy
Davy House
49 Dawson Street
Dublin 2
D02 PY05
RBC Europe Limited
100 Bishopsgate
London
EC2N 4AA
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
Investor Relations
A. Smylie
Uniphar plc
4045 Kingswood Road
Citywest Business Park
Co. Dublin
D24 V06K
65
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Executive and
Non-Executive Directors
■ Executive 25%
■ Non-Executive 75%
Gender Diversity
■ Female 37.5%
■ Male 62.5%
Geographic Locations
■ Ireland 5
■ UK 1
■ Europe 1
■ USA 1
Board Independence
■ Independent 62.5%
■ Non-Independent 37.5%
(Chairman and
Executive Directors)
Name
Maurice Pratt
Ger Rabbette
Tim Dolphin
Paul Hogan
Position
Non-Executive
Chairman
Chief Executive
Officer
Chief Financial
Officer
Non-Executive
Director
Nationality
Irish
Irish
Irish
Irish/American
Date of
Appointment
July 2003
March 2010
July 2010
June 2019
Independent
No
No
No
Yes
Committee
Memberships
N/A
N/A
Experience
Maurice was appointed
Chairman in 2009,
having joined the
Board as a Non-
Executive Director
in July 2003. Former
Chief Executive Officer
of Tesco Ireland
Limited and C&C plc,
Maurice is currently
Vice-Chairman of
Serious Fun Children’s
Network, Chairman of
Powerscourt Distillery
Limited and The
Coombe Hospital
and is a non-executive
director of Bfree Foods
Holdings Limited.
An industry veteran,
Ger joined Uniphar
from Celesio, where
he was Managing
Director of Movianto
Ireland and Head of
Celesio Manufacturing
Solutions Ireland.
He is a chartered
accountant by training
and has held a range
of senior positions
in the healthcare
sector with Cahill May
Roberts and the wider
Celesio Group.
Tim joined Uniphar
from Topaz Energy
Limited where he
was a member of the
senior management
team. Prior to this, Tim
held various senior
finance positions
with Royal Dutch
Shell plc in Ireland.
He is a chartered
accountant by training
and is a director of
the Pharmaceutical
Distributors Federation
Ireland CLG.
A chartered
accountant by training,
Paul was CFO of Brook
& Whittle Limited, a
private equity owned
packaging group,
headquartered in
Connecticut, US until
April 2022 and was
previously CFO at
Nelipak Healthcare
and Director of
Development and
CFO of the Clondalkin
Group. He trained in
Audit and Business
Advisory in PwC.
Principal Skills
Leadership, Strategy,
Industry, International
Markets, Governance,
M&A
Industry, Leadership,
Strategy, Finance,
International Markets,
M&A
Industry, Leadership,
Strategy, Finance,
International Markets,
M&A, Legal &
Regulatory
Industry, Leadership,
Strategy, Finance,
International Markets,
M&A
N
N
R
BOARD OF DIRECTORS
66
Overview
Strategic Review
Governance
Financial Statements
A
Audit, Risk and Compliance Committee
Chair: Sue Webb
See pages 79 to 84 for Committee Report
N
Nominations, Governance and
Sustainability Committee
Chair: Jim Gaul
See pages 85 to 88 for Committee Report
R
Remuneration Committee
Chair: Paul Hogan
See pages 89 to 101 for Committee Report
Chief Executive Officer
Ger Rabbette
See pages 13 to 16 for CEO Report
Sue Webb
Jim Gaul
Liz Hoctor
Valerie Sick
Aisling McCarthy
Non-Executive
Director
Non-Executive
Director
Non-Executive
Director
Non-Executive
Director
General Counsel &
Company Secretary
English
Irish
Irish
French
Irish
June 2019
January 2021
January 2021
January 2024
May 2019
Yes
Yes
Yes
Yes
N/A
Sue held a variety of
sales and marketing
roles at Novartis
Pharmaceuticals,
UK, Ltd, including
Country President,
UK & Region Head of
Country Management,
Europe. Previously,
Sue worked for
Ortho McNeil in the
US and Janssen-
Cilag in the UK,
gaining significant
experience in pricing,
strategy, country
re-organisation and
pharmaceutical
product launches.
Jim is a Chartered
Accountant and
former Chief
Financial Officer
of Sanofi Ireland,
OPKO Ireland &
Mount Carmel
Private Hospital.
He has a strong
track record
in financial
management and
global healthcare
and is a former
non-executive
director of
Carraig Insurance
and Valeant
Pharmaceuticals
Ireland.
Liz is a qualified
pharmacist and
former president of
the Irish Pharmacy
Union (IPU). With
over twenty
years’ experience
advocating at
both political and
administrative levels
of Government
on behalf of the
pharmacy profession,
Liz has developed
an in-depth
understanding of
the Irish, European
and international
healthcare systems.
Liz also holds a
Diploma in Corporate
Governance.
Valerie has over
25 years’ senior
international
experience in private
and publicly listed
pharmaceutical
and life science
companies in Europe.
She currently serves
as Chief Financial
Officer of bioMerieux
Deutschland GmbH
and previous
appointments include
Director of Finance and
Administration of Yves
Rocher GmbH. Valerie
is fluent in French,
German and English
and also has a strong
interest in climate
friendly business
models and long-term
sustainable business.
Aisling joined
Uniphar in May 2019
from William Fry,
where she spent 12
years specialising
in Corporate M&A
transactions and
restructurings. She
is responsible for
the Group’s legal,
company secretarial,
risk and compliance
functions.
Industry, Leadership,
Strategy,
International Markets,
M&A
Industry, Leadership,
Strategy, Finance,
International
Markets
Industry, Leadership,
International Markets,
Legal & Regulatory,
Governance
Industry, Leadership,
Strategy, Finance,
International Markets
N
N
R
A
A
A
67
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Dear Shareholder
On behalf of the Board, I am pleased to introduce
the Group’s Corporate Governance Report for 2024.
This report outlines the clear roles and structures
we have in place for managing corporate governance
and seeking to ensure that the Group is positioned to
meet corporate governance standards at all times.
Board and Committee Composition Changes
As announced during the year, Jeff Berkowitz
resigned from the Board in January 2024 having
served a three-year term. Following a thorough Board
appointment process, we welcomed Valerie Sick to
the Board in early 2024 and since her appointment
she has brought a wealth of international experience
in private and publicly listed pharmaceutical and life
science companies across Europe.
Independent representation on the Board remained
at 62.5% throughout 2024 and female representation
on the Board increased to 37.5% in line with
commitments made during 2023.
The Nominations, Governance and Sustainability
Committee also reviewed the composition of each
Board Committee during 2024 and resolved to refresh
the role of Chair on each Committee following a
three-year term of each previous Committee Chair.
Ger Rabbette resigned from the Nominations,
Governance and Sustainability Committee in early
2025 resulting in Non-Executive only membership on
that Committee. A full list of Board and Committee
changes is set out at pages 65 to 66.
Corporate Governance Code Review
In January 2024, the FRC published a revised UK
Corporate Governance Code (the “2024 UK Code”)
which comes into effect from 1 January 2025. In
September 2024, Euronext Dublin also published
the first Irish Corporate Governance Code (the “Irish
Code”). As an Irish listed company, listed on both
Euronext Growth Dublin and AIM, the Company may
elect which corporate governance code it wishes to
align its governance practices to. During 2024, the
Board, following consideration by the Nominations,
Governance and Sustainability Committee, reviewed
its governance practices against the UK Code, the
2024 UK Code and the Irish Code. The Board resolved
that going forward the Company would continue to
align its governance practices to, and to disclose any
variances against, the provisions of the 2024 UK Code
as they become applicable.
The Board and the Nominations, Governance and
Sustainability Committee will continue to review the
Company’s existing corporate governance practices to
ensure alignment with all provisions of the 2024 UK
Code in a timely manner.
CORPORATE GOVERNANCE REPORT
CHAIRMAN'S OVERVIEW
Culture and Engagement
2024 saw a continued focus on employee engagement
across our business. Each of the divisions conducted
further employee engagement surveys and the results
of these were presented to the Board by Jim Gaul, our
designated Workforce Engagement Director. Areas of
strength consistently identified across each division
included People and Teams, Learning and Development
and Pride and Accomplishment. Among the areas
identified for improvement were communication across
the Group, career development and well-being. During
the year the Group rolled-out a number of initiatives
to address improvement areas identified, including the
launch of Spectrum – our digital wellness programme,
the launch of Evolve and Transform manager
development programmes and the kick-off of our
implementation of a new Group-wide communications
platform. I am confident that each of these initiatives
will play a huge part in continuing to enhance the
culture and employee experience across the Group.
Shareholder Engagement Programme
The Directors continued to proactively engage with
shareholders during 2024, in particular ahead of the
Company’s AGM in May 2024. We believe this open and
ongoing engagement helped to ensure that the Company
was acting in line with shareholder expectations from
a strategic, performance and governance perspective
and ensured that all resolutions at the Company’s AGM
passed with greater than 80% majority.
Board Performance Evaluation
During the year the Board continued to build on the
outputs from the external Board evaluation conducted
in 2023 and completed an internal Board performance
review in line with the Company’s Annual Board
Performance Review Procedure to ensure all Directors
had an opportunity to formally comment on Board
practices, performance and dynamics. I am delighted
that this was another positive review with some areas
of focus identified and some improvement actions
already underway.
Looking ahead
As we look forward, in 2025 the Board will continue
to focus on the strategic objectives of the Group and
each of the Group’s divisions. Monitoring corporate
governance compliance and performance against
sustainability targets will also be key objectives for
the Board.
I look forward to continuing to work closely with my
fellow Directors during 2025 and to ongoing engagement
with our shareholders, to ensure that we are continuing
to meet their expectations from both a strategic and
governance perspective.
Maurice Pratt
Chairman
68
Overview
Strategic Review
Governance
Financial Statements
CORPORATE GOVERNANCE REPORT
Corporate Governance Statement
The Directors acknowledge the importance of good
corporate governance and believe that it creates
shareholder value by improving performance, while
reducing or mitigating the risks that a company
faces as it seeks to create sustainable growth over
the medium to long-term.
In recent years the Board has made significant
progress in bringing the Group’s corporate
governance regime in line with the requirements of
the UK Code and the Board has formally adopted
the UK Code as its corporate governance code since
2022. In January 2024, the FRC published the 2024
UK Code which comes into effect from 1 January
2025 and in September 2024, Euronext Dublin also
published the Irish Code. As an Irish listed company,
listed on both Euronext Growth Dublin and AIM, the
Company may elect which corporate governance
code it wishes to align its governance practices to.
During 2024, the Board, following consideration by
the Nominations, Governance and Sustainability
Committee, reviewed its governance practices
against the UK Code, the 2024 UK Code and the Irish
Code and resolved that going forward the Company
would continue to align its governance practices to,
and to disclose any variances against, the provisions
of the 2024 UK Code as they become applicable.
As the UK Code is only applicable to financial years
from 1 January 2025, the disclosures in this Report
are aligned to the UK Code.
The Group complies with all provisions of the
UK Code, except:
»
Provision 19 – The Chair’s tenure exceeds
nine years. During 2023, the Board, on the
recommendation of the Nominations, Governance
and Sustainability Committee, approved a Chair
succession plan that will see Mr Pratt step down
from his role as Chair at the Company’s AGM in
2026. Further details in relation to Chair succession
planning are set out on page 87.
»
Provision 32 – The Chair of the Remuneration
Committee had not served on the Committee for
a period of 12 months prior to his appointment as
Chair of that Committee. Mr Hogan served on the
Remuneration Committee alongside Mr Berkowitz
since September 2023 and while he had not served
12 months on the Committee prior to taking over
as Chair of the Committee in January 2024 he was
the longest serving member of that Committee
at the time of Mr Berkowitz’s resignation and was
therefore deemed the most appropriate person to
take over the position as Chair.
Ger Rabbette
See pages 13 to 16 for
our CEO Report
Chair:
Sue Webb
See pages 79 to 84 for
our Committee Report
Chair:
Paul Hogan
See pages 89 to 101 for
our Committee Report
Chair:
Jim Gaul
See pages 85 to 88 for
our Committee Report
Audit, Risk
and Compliance
Committee
Nominations,
Governance and
Sustainability
Committee
Remuneration
Committee
Chief
Executive
Officer
69
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Board of Directors
The Board comprises of eight Directors, two of
whom are Executive Directors and six of whom,
including the Chairman, are Non-Executive
Directors, reflecting a blend of different experience
and backgrounds. Of the Non-Executive Directors,
five members have been deemed by the Board to be
independent. Biographies of all of the Directors are
set out on pages 65 to 66.
Division of Responsibilities
The Board retains ultimate accountability for good
governance and is responsible for monitoring the
activities of the Executive Team. The Board has
a collective responsibility and legal obligation
to promote the interests of the Group and is
responsible for defining corporate governance
arrangements. Ultimate responsibility for the quality
of, and approach to, corporate governance lies with
the Chairman.
The roles of Chairman and Chief Executive Officer
are not combined and there is a clear division of
responsibilities between them. The Chairman’s
responsibility is to lead the Board, and this ensures
that the Board is effective and efficient. The Chief
Executive Officer is accountable to the Board for all
authority delegated to the Executive Team.
Chairman
The Chairman has overall responsibility for corporate
governance throughout the Group. He leads and
chairs the Board, ensuring that Committees are
properly structured and that they operate with
the appropriate terms of reference. He ensures
that all Directors contribute effectively to the
development of the Group’s strategy and consider
the inherent risk included in the implementation
of the chosen strategy. The Chairman is involved in
the development of strategy and setting objectives,
together with the Chief Executive Officer, and
oversees communication between the Company and
its shareholders.
Chief Executive Officer
The Chief Executive Officer provides leadership
and management for the Group and leads
the development of objectives, strategies and
performance standards, as agreed by the Board.
He monitors, reviews and manages key risks
and strategies with the Board, and ensures that
the assets of the Group are maintained and
safeguarded. He also takes a leading role on investor
relations activities to ensure that communications
and the Company’s standing with shareholders and
financial institutions are maintained. The Board has
delegated responsibility for the management of the
Group, through the Chief Executive Officer, to the
Executive Team.
Non-Executive Directors
The Non-Executive Directors contribute
independent thinking and judgement through
the application of their external experience
and knowledge, scrutinise the performance of
management, provide constructive challenge
to the Executive Directors and ensure that the
Group is operating within the governance and risk
framework approved by the Board.
Company Secretary
The Company Secretary is responsible for providing
a clear and timely information flow to the Board and
its Committees and supports the Board on matters
of corporate governance and risk. All Directors have
access to the advice and services of the Company
Secretary, who is responsible to the Board for
ensuring that Board procedures are complied with.
The appointment and removal of the Company
Secretary is a matter for the Board.
Senior Independent Director
Paul Hogan holds the position of Senior
Independent Director of the Board. This role
provides a sounding board for the Chairman
and serves as an intermediary for the other
Non-Executive Directors, when necessary. The
Senior Independent Director is also available to
shareholders if they have concerns. The Board
acknowledges the important role the Senior
Independent Director plays in reviewing the
Chair’s performance annually and in succession
planning for the Chair, particularly in circumstances
where the Chair has been determined not to
be independent.
Director for Workforce Engagement
Jim Gaul holds the position of designated Director
for Workforce Engagement. In his role he liaises
with the HR teams on employee engagement
mechanisms, assesses the output of workforce
engagement exercises and briefs the Board on this
engagement, ensuring that the views and interests
of employees are considered by the Board.
Committees
The Board is supported in its function by the Audit,
Risk and Compliance Committee, the Nominations,
Governance and Sustainability Committee and the
Remuneration Committee and Reports from each of
these Committees are contained on pages 79 to 101.
CORPORATE GOVERNANCE REPORT
70
Overview
Strategic Review
Governance
Financial Statements
Matters Reserved for the Board
A formal Schedule of Matters Reserved for the
Board is in place and is reviewed annually. Specific
responsibilities reserved for the Board include:
»
Responsibility for the overall leadership of
the Group and setting the Group’s values and
standards;
»
Approving the Group’s purpose, strategic aims
and objectives;
»
Promoting the long-term sustainable success of
the Group, generating value for shareholders and
contributing to wider society;
»
Embodying and promoting a corporate culture
that is based on sound ethical values and
behaviours and using it as an asset and a source
of competitive advantage;
»
Undertaking an assessment of the prospects of
the Group over a defined period and determining
why it considers that period to be appropriate;
»
Ensuring maintenance of an effective system of
internal control and risk management;
»
Approving changes to the structure, size
and composition of the Board, following
recommendations by the Nominations,
Governance and Sustainability Committee;
»
Undertaking a formal and rigorous review of
its own performance, that of its Committees
and individual Directors, and the division of
responsibilities; and
»
Considering the balance of interests between
shareholders, employees, customers and the
community.
In early 2024, the Schedule of Matters Reserved
for the Board was also updated to include specific
references to the Board’s remit in overseeing the
sustainability practices of the Group in line with
recommendations of the external Board evaluation.
During 2024, the key matters considered by the Board included:
Strategy & Management
»
Two-day Board Strategy Event
(November 2024)
»
Monitoring active pipeline of value
accretive M&A across all divisions
»
Strategic investments in organic
growth opportunities
»
New significant contractual
arrangements
»
Strategic investment in ERP
implementation and digital
transformation
»
Disposal of Inspired Insights
LLC in the US
Financial Reporting &
Compliance
»
Interim and Final results
announcements
»
Annual Report and
Financial Statements
»
Interim and final dividends
»
Annual Budget and
5-Year Plan
»
Updates to Group Policies
»
Compliance Review
Corporate Governance and
Stakeholder Engagement
»
Appointment of New
Non-Executive Director
»
Changes to Board committee
compositions
»
AGM voting results and proxy
adviser recommendations
»
Shareholder Engagement
Programme
»
Internal Board Performance
Review
»
Review of Corporate
Governance Practices in
light of 2024 UK Code and
Irish Code
Risk & Internal Controls
»
Approval of Risk Management
Policy, Risk Appetite Statement
and updates to Risk Register
»
Consideration of climate-related
risks and their potential impact on
the business
»
Cybersecurity Review
»
Updates from Audit, Risk and
Compliance Committee on internal
controls and audit process
»
Update from Head of Internal Audit
Remuneration
»
Approval of Remuneration
Policy for Executive Directors
»
Approval of bonus payout
levels of Executive Directors
»
IA Guideline’s on
Remuneration Policy
Sustainability/ESG
»
Climate reporting and SBTi
emissions target submission
»
CDP Response 2024
»
External Board Sustainability
training
»
Group’s external Sustainability
ratings and reporting
»
Group’s Sustainability
roadmap and CSRD readiness
71
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Appointment of Directors
The Board has a formal Board Appointments Policy
in place, which sets out the procedure and criteria
to be applied when considering the appointment
of new individuals to the Board. As part of this
procedure, the Nominations, Governance and
Sustainability Committee evaluates the balance
of skills, experience, independence, diversity and
knowledge currently on the Board. Valerie Sick was
appointed to the Board in January 2024 following
a process led by the Nominations, Governance and
Sustainability Committee during 2023. Details of
the appointment process were contained in the
Company’s Annual Report 2023.
Conflicts of Interest
The Group has a Conflicts of Interest Policy in place,
which provides that where incoming or existing
Directors retain or accept new appointments with
other companies, including related companies, this
should be fully disclosed to the Company Secretary
and the Chairman for approval, to ensure that
any conflicts of interests are identified in a timely
manner. Before accepting any outside directorship,
a Director must engage with and seek approval of
the Chair and the Company Secretary.
Re-election of Directors
In line with the provisions of the UK Code, the
Articles of the Company provide that all Directors
must retire annually and, if eligible, present
themselves for re-election to the Board. At the 2024
AGM, all Directors were put forward for re-election
to the Board and each was re-elected by the
shareholders.
Induction, Development and Training
The Directors believe that the Board has significant
industry, financial, strategic and governance
experience, possessing the necessary mix of
experience, skills, personal qualities, and capabilities
to deliver the strategy of the Group for the benefit
of shareholders over the medium to long-term.
The skills of each of our Directors are highlighted
in the Director biographies on pages 65 to 66 and
the skills matrix below.
Industry
Finance
Leadership
International Markets
Strategy
Governance
Legal & Regulatory
Mergers & Acquisitions
8
5
8
8
7
2
2
5
The Board notes that certain shareholders and
proxy advisers have highlighted the importance
of cybersecurity and sustainability experience at
Board level. In assessing the skills of the members
of the Board, the Board has not identified any
Director with specific skills or experience in the
areas of cybersecurity or sustainability. During
2024, the Group’s Chief Information Security
Officer presented updates to the Audit, Risk and
Compliance Committee at two Committee meetings
and the Chief Technology Officer also provided cyber
and digital transformation updates to the Board.
In December 2024, an external firm was engaged
to provide training to the Directors on the NIS 2
Directive on cyber security and its implications
for the Group and the Directors. As cybersecurity
has also been identified as a key business risk, the
assessment, monitoring and mitigation of that risk is
a matter currently under the remit of the Audit, Risk
and Compliance Committee.
In the area of sustainability, the Nominations,
Governance and Sustainability Committee’s remit
includes sustainability oversight and in November
2024, the Directors received externally facilitated
training provided by external consultants on
sustainability and the regulatory requirements
relevant to the Group in this important area.
The Board is kept abreast of key developments
regarding corporate governance and AIM and
Euronext Growth regulation by its Nominated
Adviser and Euronext Growth Adviser, and its legal
advisers. The Company’s legal advisers provide
updates on relevant legal and governance issues
with the Nominated Adviser and Euronext Growth
Adviser providing the Board with training on the AIM
Rules and Euronext Growth Rules (as applicable)
and refresher training as and when required. The
Company Secretary also helps to keep the Board up
to date on corporate governance developments and
liaises with the Nominated Adviser and Euronext
Growth Adviser on areas of AIM and Euronext
Growth Rules requirements.
The Directors have access to the Nominated
Adviser and Euronext Growth Adviser, the Company
Secretary, lawyers, and auditors as and when
required and are able to obtain advice from other
external bodies, when necessary.
The Board also has a formal Board induction
procedure in place. When new Directors join the
Board, they are provided with extensive briefing
materials on the Group and its operations, as well
as training, where appropriate.
CORPORATE GOVERNANCE REPORT
72
Overview
Strategic Review
Governance
Financial Statements
Internal Board Performance Review
The Board believes that, in addition to dealing with
any matters as they arise, it is appropriate to carry
out a formal review of the performance of the Board
each year. This is intended to ensure that the Board
remains effective, well-informed, and able to make
high quality and timely decisions for the benefit
of all stakeholders of the Group. The Chairman
is responsible for overseeing the annual board
performance review process.
In accordance with the provisions of the UK Code,
a performance review of the Board is carried out
annually and facilitated externally every third year.
An external evaluation was completed in 2023 and
following on from the findings of that review, in
November 2024, the Board conducted an internal
Board Performance Review in line with the Annual
Performance Review Procedure, including individual
director self-assessments led by the Chair.
The Group’s Annual Performance Evaluation
Procedure includes an evaluation of:
»
The composition and structure of the Board,
to include the balance of skills, experience
and knowledge on the Board
»
The Board’s diversity, to include gender, social
and ethnic backgrounds, and cognitive and
personal strengths
»
The independence of the Board and individual
Directors
»
How the Board works together as a unit to achieve
objectives and fulfil responsibilities
»
How the Board discharges its roles and
responsibilities
»
Board processes, to include effectiveness of
meetings, agendas, forward planning and reporting
»
The Chairman’s leadership style and approach
»
The performance of Committees
»
The performance and ability of individual
Directors to contribute effectively and their
ongoing commitment to their role as Director and,
if relevant, Committee membership.
The outcome of the 2024 Board performance review
was very positive with board dynamics and the
open discursive culture of the Board key features
of responses. The 2024 Board performance review
also noted some areas for continued focus and
improvement and these are summarised below:
Topic
Findings
Agreed Actions
Board
Planning
Ensure greater forward planning
for Board and Committee meetings
and the circulation of board papers
in sufficient time ahead of board
meetings.
Company Secretary to work with the Chair and
Committee Chairs to agree agenda items in advance
of meetings with more standardised Board packs
to assist in early board paper circulation.
Engagement
with senior
management
and internal
stakeholders
Desire for greater engagement with
senior management and increased
updates on communications with
internal stakeholders.
Board planning to include increased interactions
with members of senior management. Roll-out
of Group-wide communications portal to assist
with Board visibility of communications with
internal stakeholders.
Performance
Evaluation
The Board does not routinely
discuss board effectiveness at
the end of meetings and has not
adopted specific performance
goals for the Board.
Include regular board effectiveness review
sessions as a rolling agenda item for Board
meetings to ensure follow-up on findings from
board performance reviews. Non-Executive
Directors to work with the Chair to identify
specific board objectives.
The Non-Executive Directors also met with the
Chair during 2024, without Executive Directors
present, and discussed a wide range of issues,
including those considered by the various standing
Board committees. In addition, the Non-Executive
Directors, led by Paul Hogan as Senior Independent
Director, met without the Chair present, to review
the performance of the Chair.
Board Succession Planning
The Board plans for its own succession with
the assistance of the Nominations, Governance
and Sustainability Committee and has prepared
a succession plan to ensure that the Board has
continuity of relevant skills and independence in
the future. In doing this, the Board considers the
skills, knowledge and experience necessary to
enable it to meet the strategic vision for the Group.
Recent Board evaluations have not identified any
particular skills gaps on the Board.
Diversity, to include gender, social and ethnic
backgrounds, and cognitive and personal
strengths, is also a key feature for the Board
in succession planning.
73
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Female representation on the Board increased
during 2024 and the Board and the Nominations,
Governance and Sustainability Committee are also
conscious of the increased recommendations and
regulation in relation to increased ethnic diversity
on Boards. Ethnic diversity is a consideration for
the Board and the Nominations, Governance and
Sustainability Committee in succession planning.
The results of the Group’s annual performance
review are used to inform the Board’s future
succession planning priorities.
Chair Succession
One area in which the Company is not currently in
line with the UK Code relates to Chair tenure. The
Board is aware that where the tenure of the Chair
exceeds the recommendations of the UK Code a
clear explanation for this should be provided. As
Chair, Mr Pratt continues to demonstrate strong
and ethical leadership while fostering a productive
and working relationship with the Executive
Directors. While Mr Pratt’s tenure exceeds the
recommendations set out in the UK Code, the Board
notes the findings of the external Board evaluation
in 2023 which identified the Chair’s leadership
as a specific positive in the findings. The Board
also believes that the appointment of a Senior
Independent Director and annual Board evaluations
(including periodic external evaluations) mitigate, in
the short-term, any impact of non-independence or
long tenure of the Chair. Furthermore, Mr Pratt is put
forward for annual re-election at each AGM and has
received overwhelming shareholder support to date.
Notwithstanding the above identified additional
measures to mitigate the Chair’s long tenure, the
Board have approved a plan that will see Mr Pratt
step down as Chair of the Board at the Company’s
2026 AGM to ensure alignment with the UK Code
on this point. The Nominations, Governance
and Sustainability Committee focused on Chair
succession during 2024 and will continue to work
on this topic during 2025 with a view to announcing
a successor for the Chair in early 2026 ahead of Mr.
Pratt’s resignation.
Independence
Of the existing Non-Executive Directors, the Board
has determined that Paul Hogan, Sue Webb, Jim
Gaul, Liz Hoctor and Valerie Sick are independent
in character and judgement and that there are
no relationships or circumstances which could
materially affect or interfere with the exercise of
their independent judgement. Maurice Pratt is not
deemed to be independent, as a result of his tenure
on the Board.
Time Commitment
Each Board member commits sufficient time to fulfil
their duties and obligations to the Board and the
Group. Expectations in terms of time commitment
are clearly set out in the terms of appointment of all
Non-Executive Directors and the Board is satisfied
that each Director is committing sufficient time
to discharge their duties to the Company and its
shareholders effectively.
There were seven formal meetings of the Board
during 2024. Details of Directors’ attendance at
those meetings are set out in the table below. The
Chairman sets the agenda for each meeting, in
consultation with the Chief Executive Officer and
the Company Secretary. Board papers are circulated
to Directors in advance of meetings.
CORPORATE GOVERNANCE REPORT
Attendance at Board and Board Committee meetings in 2024
Board
Audit, Risk and
Compliance
Committee
Nominations,
Governance and
Sustainability
Committee
Remuneration
Committee
Director
M. Pratt
7/7
-
2/2
-
G. Rabbette
7/7
-
2/2
-
T. Dolphin
7/7
-
-
-
P. Hogan
7/7
-
2/2
4/4
S. Webb
7/7
8/8
-
J. Gaul
7/7
8/8
2/2
-
L. Hoctor
7/7
8/8
-
-
V. Sick*
6/6
-
1/1
4/4
Number of meetings attended during the period/ Number of meetings held during the period
*V. Sick attended all Board and Committee meetings following her appointment
74
Overview
Strategic Review
Governance
Financial Statements
Board Committees
The Board has three permanent committees to
assist in the execution of its responsibilities. These
are the Audit, Risk and Compliance Committee,
the Nominations, Governance and Sustainability
Committee and the Remuneration Committee. Ad
hoc committees are formed from time to time to
deal with specific matters.
Each of the permanent committees has terms
of reference under which authority is delegated
to them by the Board and copies of the terms of
reference of each Committee are available on the
Company’s website: www.uniphar.ie. The Chair
of each committee reports to the Board on its
deliberations, attends the AGM and is available to
answer questions from shareholders throughout
the year.
The composition of each of the committees is in line
with the UK Code. The current membership of each
committee, details of attendance, each member’s
tenure, and the roles and responsibilities of each
committee are set out in the individual committee
reports on pages 79 to 101.
Audit, Risk and Compliance Committee
The Audit, Risk and Compliance Committee consists
of three Non-Executive Directors: Sue Webb, Jim
Gaul and Liz Hoctor. Sue Webb serves as Chair
of this Committee. Sue Webb is considered by
the Board to be independent. Jim Gaul also has
extensive financial experience and expertise. It can
be seen from the Directors’ biographical details
appearing on pages 65 to 66 that the members of
the Committee bring to it a wide range of experience
and expertise. The Committee met eight times
during 2024.
The Chief Financial Officer, senior members of the
Group Finance Team and the Head of Internal Audit
normally attend meetings of the Committee, while the
Chief Executive Officer attends when necessary. The
external auditors attend as required and have direct
access to the Committee Chair at all times. During the
year, the Committee met with the external auditors
without management being present.
Nominations, Governance and Sustainability
Committee
The Nominations, Governance and Sustainability
Committee consists of the Chairman and three
Non-Executive Directors: Jim Gaul, Paul Hogan and
Valerie Sick. Jim Gaul is Chair of this Committee and
is considered by the Board to be independent. The
Committee assists the Board in ensuring that the
composition of the Board and its committees
is appropriate to the needs of the Group.
In discharging its responsibilities, the Committee
uses the services of independent consultants,
as required.
Remuneration Committee
The Remuneration Committee consists of two
Independent Non-Executive Directors: Paul Hogan
and Valerie Sick. Paul Hogan was appointed Chair
of this Committee in January 2024 and is considered
by the Board to be independent.
The Committee receives advice from leading
independent compensation and benefits
consultants, when necessary.
75
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Stakeholder Engagement
The Company has established a framework for stakeholder engagement which identifies the key
stakeholders of the Group and sets out the mechanisms for engaging and communicating
with them and details key responsibilities.
Stakeholder
How we Engage with Stakeholders
Shareholders
The Group believes that understanding and meeting shareholder needs and expectations is a key
business objective in and of itself. The Group has an active investor relations programme and
details of shareholder engagement and other communications with shareholders during 2024 are
set out in greater detail in this report.
Employees
With a workforce of over 3,500, communication is a key priority for the Group. The Group
recognises that an essential part of its continued success is the support and involvement of its
employees. Jim Gaul serves as designated Non-Executive Director for workforce engagement
and provides updates to the Board on engagement initiatives and outcomes. During 2024, the
Group conducted formal engagement surveys across all divisions and in response to feedback
from those surveys the Group commissioned a new Group-wide communications tool which
will be rolled-out across the Group during 2025 with a view to streamlining and improving
communication with all employees. The Group also recognises the trade unions of which some
of its employees are members and engages with them as necessary.
Customers /
Suppliers
Customer and supplier satisfaction is key to the business of the Group and therefore the
Group must continually engage with its customers and suppliers to ensure satisfaction and
achievement of KPIs. The method of communication depends on the nature of the relationship
and the effectiveness of the communication strategy is kept under constant review by the Group.
Advisers
The Group has a number of long-standing and trusted advisers, in addition to new engagements
on an as-needed basis. Open communication between the Group and its advisers ensures
expectations are managed and optimum service levels are achieved. Where appropriate, the
Group encourages communication between its advisers to ensure a cohesive approach.
Regulators
The Group takes its obligations to make notifications, filings and returns to various Regulators
seriously and seeks to ensure prompt, effective and transparent communication with its
Regulators.
Press /
Media /
Public
The Group engages the services of a public relations consultancy to handle its media and press
communication and the Group Head of Strategy and Investor Relations also plays a key role in
communicating with this important stakeholder.
Communications with Shareholders
The Board is committed to engaging with the
international financial community and shareholders
on a regular basis. A dedicated investor relations
function is in place, focused on continuing
to increase awareness of Uniphar across the
international financial community and the Group
has an investor relations policy in place to:
»
Outline the Company’s methods of
communication with shareholders
»
Ensure that the Company communicates
effectively with all shareholders
»
Ensure that the Company discloses information
correctly, in a balanced, transparent and timely
way and simultaneously to shareholders.
During 2024, the Company conducted more than
150 meetings and conference calls across over
120 existing and prospective investors.
A summary of key conferences is included below:
Date
Activity
Mar-24
Full-year Results and Roadshow
Mar-24
Berenberg UK Corporate Conference
Mar-24
Goodbody Conference (Paris)
Apr-24
Davy/Peel Hunt Conference (Frankfurt)
May-24
Annual General Meeting
May-24
North America Roadshow
May-24
Berenberg New York Conference
Jun-24
Nordics Roadshow
Jun-24
Madrid Roadshow
Jun-24
Stifel European Healthcare Conference (Lyon)
Sep-24
Interim Results and Roadshow
Sep-24
Investec CEO Conference 2024
Nov-24
Goodbody Conference (Dublin)
Nov-24
London Roadshow
CORPORATE GOVERNANCE REPORT
76
Overview
Strategic Review
Governance
Financial Statements
Engaging with the equity analyst community is a key
part of how Uniphar communicates with the capital
markets. During the year, Uniphar carried out over
40 calls with analysts providing market updates
and ongoing Company education. Eight independent
research analysts now provide equity research on
the Group.
Additionally, shareholders are kept up-to-date on
matters of a material substance and/or a regulatory
nature, including M&A activity, where relevant, via
announcements made through the regulatory news
service. On a day-to-day basis, the Group welcomes
ad hoc queries directly via telephone, post or email.
Up-to-date details and a variety of information that
may be of interest to shareholders are available on
the Group’s website: www.uniphar.ie. The Chair, the
Senior Independent Director and the Chairs of each
Board Committee are also available to investors to
discuss matters relating to their respective roles.
The Board is kept up-to-date with the views of
shareholders through regular updates from the
Group’s Head of Strategy and Investor Relations
and the Company Secretary, following engagement
with shareholders. The Board also receives briefings
from the Group’s brokers on topics such as market
perception, investor feedback, the development of our
share register, as well as regulatory topics.
The Board views the Annual Report, as well as its
Interim Results, as key communication channels
through which progress in meeting the Group’s
objectives and updating its strategic targets can be
given to all shareholders. The Company’s AGM is
an opportunity for shareholders to meet with the
Chairman and other members of the Board. The
meeting is open to all shareholders, giving them
the opportunity to ask questions and raise issues
during the meeting or, more informally, following
the meeting. The results of the Company’s AGM are
announced via the regulatory news service. In 2024,
the Company’s AGM took place in-person and was
also transmitted via conference call.
The Company also has a Significant Votes Against a
Resolution Procedure, which ensures that when 20%
or more of votes have been cast against the Board’s
recommendation for a resolution at a general
meeting of shareholders, the Board will engage with
shareholders and seek to understand their views in
relation to the significant vote against. The Directors
continued to proactively engage with shareholders
during 2024, in particular ahead of the Company’s
AGM in May 2024. We believe this open and ongoing
engagement helped to ensure that the Company
was acting in line with shareholder expectations
from a strategic, performance and governance
perspective which ultimately led to all resolutions
at the Company’s 2024 AGM receiving greater than
80% of votes in favour.
Dematerialisation of Shares
Under the EU Central Statistics Depositories
Regulation (EU) 909/2014 there is a requirement for
all shares in Irish issuers to be held in book-entry
form from 1 January 2025. Book-entry form means
an electronic record of ownership such as an entry in
an electronic register, without any further document
such as a share certificate. Dematerialisation
occurred on 1 January 2025 which means that the
Company’s shareholders who continued to hold
shares in the form of a share certificate at that time
will now no longer be required to produce this share
certificate to evidence ownership and we believe
this will be a welcome development for a number of
our longer standing shareholders. We have worked
with our Registrar, Computershare, to ensure that
all appropriate systems are in place to manage
daily shareholder interactions and enabling them to
operate in a paperless environment and replace the
existing paper process.
Workforce Engagement
Jim Gaul is the Board’s designated Non-Executive
Director for workforce engagement. The Board
believes that having a designated workforce
engagement role at Board level increases
representation of the views of our workforce at
Board level.
Jim Gaul’s responsibilities, as designated workforce
engagement Non-Executive Director, include:
»
Liaising with the HR teams on the employee
engagement mechanisms in place across the
Group to ensure that they are effective and remain
relevant over time and developing a plan for formal
workforce engagement
»
Assessing the output of workforce engagement
exercises to identify issues and trends arising and
working with the HR teams to implement a plan
to address any such issues and trends
»
Briefing the Board regularly on proposals for
future workforce engagement and the outcomes
from any engagement undertaken
»
Ensuring that the views and interests of
employees are considered by the Board.
During 2024, the Group continued to conduct
engagement surveys across each of its divisions
to assess progress against prior years. Each survey
was tailored to meet divisional requirements and the
main themes included communication, leadership,
career development, ED&I and well-being.
These surveys identified a number of consistent
positive themes, in particular in relation to people
and teams, learning and development and pride and
accomplishment in their business and their roles.
Among the areas identified for improvement were
communication across the Group, career development
and well-being.
77
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
During the year the Group rolled-out a number of
initiatives to address improvement areas identified,
including the launch of Spectrum – a digital wellness
programme, the launch of Evolve and Transform
manager development programmes and the kick-
off of our implementation of a new Group-wide
communications platform.
Compliance with Section 172 UK Companies Act 2006
The UK Code provides that while considering the
views of shareholders, the Board should also
understand the views of the Company’s other key
stakeholders and describe how their interests
and the matters set out in Section 172 of the UK
Companies Act 2006 have been considered in
Board discussions and decision-making.
While Section 172 is a provision of UK company
law, and there is no direct comparator in the Irish
Companies Act 2014, the Board believes that, as a
company listed on AIM in the UK, with significant
business operations there and in the spirit of
compliance with the UK Code, it is important to
address these provisions.
The Directors are confident that they have acted to
promote the success of the Company for the benefit
of shareholders, while having regard to provisions
(a) to (f) of Section 172.
Section 172 Matters
How the Board had regard to these matters
Relevant Annual Report Section
(a) The likely
consequences of
any decision in
the long-term
»
Strategic planning
»
Budgets and forecasting
»
Sustainability Metrics
»
ROCE
Strategic Review
pages 11 to 62
(b) The interests of
the Company’s
employees
»
Designated Workforce Engagement
Non-Executive Director
»
Employee engagement surveys
People and Culture
pages 35 to 36
Sustainability Report
pages 37 to 56
Governance Report
pages 67 to 78
(c) The need to foster
the Company’s
business
relationships with
suppliers, customers
and others
»
Strategic planning
»
Business Model considerations
»
Divisional updates
Our Strategy
page 19
Business Model
page 21
Performance Review
pages 29 to 34
(d) The impact of
the Company’s
operations on the
community and the
environment
»
Integrating Sustainability into Strategy
discussions
»
Regular Sustainability updates to Board
»
Targets and metrics to monitor
performance against KPI's
»
Unity for Hope and community
involvement initiatives
Sustainability Report
pages 37 to 56
(e) The desirability
of the Company
maintaining a
reputation for
high standards of
business
»
Whistleblower Policy including external
reporting line
»
Group-wide Code of Conduct
»
Group-wide ED&I Policy
»
Modern Slavery Policy
»
Anti-bribery and Corruption Policy
People and Culture
pages 35 to 36
Corporate Governance Report
page 67
(f)
The need to act
fairly between
members of the
Company
»
Extensive Investor Relations Programme
»
20% Votes Against Policy
Corporate Governance Report
page 67
CORPORATE GOVERNANCE REPORT
78
Overview
Strategic Review
Governance
Financial Statements
Internal Control and Risk Management
The Directors have overall responsibility for the
Group’s system of internal control and for reviewing
its effectiveness. This system is designed to help the
Group meet its business objectives, by appropriately
managing, rather than eliminating, the risks to those
objectives. Through the activities of the Audit, Risk
and Compliance Committee, the effectiveness of
these internal controls is regularly reviewed.
The Group’s system of internal controls includes:
»
annual planning, budgeting, business review and
financial reporting, with clear control policies
and procedures for all areas of the business
»
a clear management structure, with appropriate
levels of responsibility, authority and
accountability
»
regular reporting to the Audit, Risk and
Compliance Committee on various elements
of the internal control system from Risk
Management, Finance, Internal Audit and
Compliance functions
»
internal audit review of effectiveness of internal
controls
»
compliance with local laws and regulations.
The Group’s Risk Management Policy is designed to
provide the framework to identify, assess, monitor,
and manage the risks associated with the Group’s
business. Further details on the Group’s material
risks and risk management framework are set out
on pages 57 to 62.
Culture
The Schedule of Matters Reserved for the Board
includes obligations on the Board to:
»
Embody and promote a corporate culture that
is based on sound ethical values and behaviours
and use it as an asset and a source of
competitive advantage
»
Establish a framework for setting, promoting,
monitoring, and assessing culture.
The Group’s culture is underpinned by the Group’s
Code of Conduct and ethics policies such as
the Group’s Anti-Bribery and Corruption Policy
and Conflict of Interest Policy. These policies
are reviewed by the Board on an annual basis.
In addition to ethics and values, the Group also
embodies a “can-do” culture and entrepreneurial
spirit which can been seen across all areas of the
business.
A number of engagement surveys have been
conducted in recent years to assess the extent
to which employees feel that the Group’s values
and corporate culture are embedded within the
organisation and the results of these surveys
are presented to the Board by the Workforce
Engagement Director. The outputs of these surveys
have been positive and have also shown improved
ratings year on year as a result of initiatives
undertaken by the Group.
Details of cultural initiatives undertaken by the
Group during 2024 are set out in the People and
Culture section on page 35 and the Sustainability
Report on page 37.
79
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Maintaining a
Strong Control
Environment
AUDIT, RISK AND COMPLIANCE COMMITTEE REPORT
Chair’s Introduction
I am pleased to present the Audit, Risk and
Compliance Committee report for the 2024
financial year. This report summarises the work
of the Committee during the year and sets out
the priorities for the coming year.
Membership
The Committee currently comprises three
independent Non-Executive Directors. Each member
brings considerable commercial, governance and
regulatory experience to the Committee.
Meetings of the Committee
The Committee met eight times during 2024. The
Chief Financial Officer, the Group Finance Director,
the Group Financial Controller and the Head of
Internal Audit attend meetings of the Committee
while the Chief Executive Officer attends when
necessary. When required, other key executives
and senior management are invited to attend, to
present and provide deeper insights on various
topics as required by the Committee. The external
auditor attends as required and has direct access
to the Committee Chair at all times. During the year,
the Committee met with the external and internal
auditors without management being present.
Roles and Responsibilities
The Committee is responsible for ensuring that the
financial performance of the Group is accurately
reported and a strong control environment is
maintained. The Committee’s role includes:
»
Monitoring the integrity of the financial
statements of the Group
»
Reviewing significant financial reporting
issues and judgements
»
Reviewing the effectiveness of the internal
controls
»
Monitoring and reviewing the effectiveness
of the Group’s internal audit function and
»
Making recommendations to the Board on the
appointment or removal of the external auditors
as well as approving their remuneration and terms
of engagement and evaluating their performance.
A copy of the terms of reference of the Committee
is available on the Group’s website, www.uniphar.ie.
Committee Member
Position
Appointed
Attendance
Sue Webb
Committee Chair (Independent)
Sep 2020
8/8
Jim Gaul
Independent Non-Executive Director
Jan 2021
8/8
Liz Hoctor
Independent Non-Executive Director
Jan 2021
8/8
See pages 65 to 66 for more information on current Committee members.
80
Overview
Strategic Review
Governance
Financial Statements
Areas of Focus
The focus of the Committee during the year
continued to be the review and monitoring of the
integrity of the financial statements and significant
judgements therein; the review of internal controls
and risk management processes; the effectiveness
of the Internal Audit function; overseeing the
external audit relationship and advising the Board on
whether the Annual Report, taken as a whole, is fair,
balanced and understandable. Further details on the
work carried out in these areas are set out on the
following pages.
In addition, the Committee spent time on the
following:
»
Reviewing the Group Risk Framework including
the risk strategy, risk appetite and the principal
risks described on pages 57 to 62
»
Reviewing the Group’s insurance programme
»
Receiving updates on functional areas including
tax, treasury, cybersecurity, data protection and
related policies
»
Reviewing detailed presentations from divisional
finance leaders on the control environments
within their individual business units.
Audit, Risk and Compliance Committee Activities
Financial reporting
Review the annual and interim reports and related statements
Consider accounting policies and the impact of new accounting standards
Review the Annual Report, and confirm if it is fair, balanced and understandable
Consider key audit and accounting issues and judgements
Review principal risks and uncertainties
Review goodwill impairment assessments
Review the accounting for significant acquisitions (as applicable)
Approve the going concern assessment and the Viability Statement
Governance
Corporate governance update
Risk management review
Policy reviews: Treasury, Tax, Data Protection, Conflicts of Interest, Anti-Bribery and Corruption,
Acquisition & Strategic Projects, Whistleblowing
Directors’ Compliance Statement policy and procedures
Review of Group insurance programme
Internal audit and risk management controls
Approve and review the internal audit plan and resources
Review internal audit reports and monitor progress on open actions
Assess the principal risks and effectiveness of internal control systems
External auditors
Review the auditors’ independence, objectivity, performance and effectiveness
Approve the audit engagement letter and audit fees
Approve the audit plan and identify significant risks
81
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
Financial Reporting and Key Areas of Focus
The Committee has an important role in providing
the Board with assurance as to the integrity of
the Group’s financial reporting processes and the
Group financial statements. As part of this role, the
Committee considers significant accounting policies
and judgements and any changes made to them.
The Committee reviewed the following in respect
of the year to 31 December 2024:
»
The Group’s Interim Report for the six months
ended 30 June 2024
»
The Preliminary Announcement and Annual Report
for the year ended 31 December 2024
»
The Group’s Trading Updates issued in July 2024
and January 2025.
The Committee reviewed the key areas in which
estimates and judgement had been applied in the
preparation of the financial statements including,
but not limited to:
»
Assessment of the Carrying Value of Goodwill
and Intangible Assets
The Committee considered the carrying value of
goodwill and intangible assets in the 2024 financial
statements together with the recoverability of the
carrying value through future cash flows. For the
purposes of its annual impairment testing process,
the Group assesses the recoverable amount of
each of the Group’s cash generating units (‘CGUs’)
based on the calculation of the value-in-use. The
Committee reviewed the goodwill impairment
methodology and specifically assessed the key
assumptions used to estimate the recoverable
amount of each group of CGUs including future
cash flows and discount rates applied in the
calculation of the value-in-use, along with the
sensitivity analysis performed. The Committee
found the methodology to be robust and the
results of the assessment, together with the
disclosures in Note 11 (Intangible Assets), to be
appropriate. The goodwill impairment test was
a particular focus for the external auditors,
who provided a detailed assessment of their
analysis to the Committee.
»
Business Divestments
During the financial year, the Group completed
the disposal of Inspired Insight, LLC. The
Committee discussed with management and the
external auditors the accounting treatment of the
disposal together with the related judgements
and estimates exercised. The Committee is
satisfied that the accounting treatment is
appropriate.
»
Exceptional Items
The Committee constructively challenged
management’s judgement on the classification of
exceptional items. The Committee also considered
the appropriateness of the related disclosures
and concluded that both the judgements made
and disclosures proposed were reasonable.
»
Going Concern and Viability Statement
The Committee assessed the effectiveness of
the process undertaken by management to
evaluate going concern. This included reviewing
and challenging the assumptions used by
management in modelling projected cashflows
considering the principal risks and uncertainties
facing the Group. The Committee also considered
the Group’s financing facilities, future funding
plans and committed outflows including deferred
contingent consideration and committed capital
expenditure. The Committee is satisfied that
there were no material uncertainties that cast
a significant doubt on the Group’s ability to
continue as a going concern. The application of
the going concern basis of preparation of the
financial statements continued to be appropriate
and the Committee recommended the approval of
the Viability Statement.
Internal Audit
The Group operates an Internal Audit function which
reports directly to the Committee. The Committee
is responsible for monitoring and reviewing the
operation and effectiveness of the Internal Audit
function including its focus, plans, activities and
resources.
The Head of Internal Audit reports to each meeting
of the Committee on:
»
The results of each audit and any special
investigations completed
»
Status of audits in progress
»
Updates on the implementation of agreed
audit actions
»
Reviews undertaken on newly acquired
subsidiaries.
The Committee reviewed and approved the annual
Internal Audit plan for the year and ensured the
function is adequately resourced to deliver the
plan. The Head of Internal Audit has direct access
to the Chair of the Committee and meets without
members of management present as necessary.
AUDIT, RISK AND COMPLIANCE COMMITTEE REPORT
82
Overview
Strategic Review
Governance
Financial Statements
Fair, Balanced and Understandable
The Committee, on behalf of the Board, reviewed
the content of the Annual Report and Consolidated
Financial Statements to ensure that, taken as a
whole, it is fair, balanced and understandable, and
provides the information necessary for shareholders
to assess the Group’s and the Company’s
performance, position, business model and strategy.
The Committee considered the following in reaching
its conclusion:
»
The timetable for the co-ordination and
preparation of the Annual Report and
Consolidated Financial Statements
»
Management’s process for review of content with
a focus on consistency and balance
»
The senior finance management process through
which the narrative and financial sections of the
2024 Annual Report were assessed to ensure that
the criteria of ‘fair, balanced and understandable’
were achieved.
Management ensured that the draft Annual Report
and Consolidated Financial Statements were
available to the Committee in sufficient time for
review in advance of the Committee meetings to
facilitate adequate discussion at the meetings.
Following discussions with management, and having
considered the above, the Committee confirmed to
the Board that the Annual Report and Consolidated
Financial Statements, taken as a whole, is fair,
balanced and understandable. Furthermore, the
Committee noted the formal review by PwC in
relation to the Annual Report.
Viability Statement
The Committee is responsible for ensuring that
there is a robust process in place to allow the Board
to make the Viability Statement, in accordance with
Provision 31 of the 2018 UK Corporate Governance
Code. The Committee reviewed the process that
management have adopted and the stress testing
of assumptions performed. The Committee
confirmed to the Board that it is comfortable
with the process that has been followed to make
the Viability Statement on page 105.
Whistleblowing and Fraud Arrangements
The Board is responsible for overseeing
whistleblowing and ensuring that the Group
maintains suitable whistleblowing arrangements.
The Group has a Whistleblowing Policy and an
external service that enables employees to raise
concerns in a confidential and anonymous manner.
During the year, the Committee reviewed this policy
and process. The Committee is updated if any cases
are raised, and none have been reported in 2024.
External Audit
The Committee is responsible for overseeing the
Group’s relationship with the external auditor,
including reviewing the effectiveness and quality
of their performance, their external audit plan,
their independence from the Group and their audit
fee proposals.
Audit plan
The external auditor presented their audit plan
to the Committee prior to the commencement of
the 2024 year end audit highlighting their areas
of focus, work plan and resources. During the year,
the Committee met with the external auditor,
without management being present. This provided
an opportunity for direct dialogue with the
Committee on their areas of focus along with the
key audit management letter points.
Independence and Objectivity
The Committee is responsible for ensuring that the
external auditor is objective and independent. PwC
as external auditor is precluded from engaging in
certain non-audit services that would compromise
its independence, violate laws and regulations and
affect its appointment as external auditor.
The Committee has determined that taxation
services, which are permissible under the relevant
auditor independence rules, may be procured
by the Group from our auditors. The Committee
has also determined that the auditors, subject to
appropriate safeguards on their independence,
may be engaged to provide permitted financial due
diligence services. PwC are not engaged for any
other permitted non-audit work. As an acquisitive
Group, Uniphar is cognisant of the efficiencies
that arise from its transaction advisers having
essential historic knowledge of tax and transactional
matters, and this also gives rise to efficiencies and
effective cost control. As a Group operating across
multiple jurisdictions, the Committee believe that
it is essential for its transaction advisers to have
an overarching understanding of the broader tax
considerations of the Group and as such, believes
the ongoing use of PwC to perform transaction-
related tax due diligence is justified in the best
interest of the Group.
During 2024, as presented in the financial
statements, the total non-audit fees received by
PwC was €1.2m and less than the total audit fees
of €1.4m. A breakdown between PwC Ireland and
overseas offices is presented on the next page.
This represents a ratio of 1:0.62 (2023: 1:0.82) of
audit fees versus non-audit fees paid to PwC Ireland
and 1:0.88 (2023: 1:0.82) of audit fees versus non-
audit fees paid to PwC globally.
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Uniphar Plc Annual Report 2024
The non-audit services performed by PwC during
the year can be broken down as follows:
1) Taxation services (including tax compliance,
tax due diligence and advisory in respect of
M&A and other tax consultancy)
2) M&A due diligence and advisory (non-tax).
The breakdown of fees under each heading is
illustrated on the below table as a percentage
of audit fees:
AUDIT, RISK AND COMPLIANCE COMMITTEE REPORT
2024
2023
PwC
Ireland
€’000
PwC
Overseas
€’000
Total
€’000
PwC
Ireland
% of
Audit
fee
PwC
Ireland
€’000
PwC
Overseas
€’000
Total
€’000
PwC
Ireland
% of
Audit
fee
Audit of group accounts
1,156
242
1,398
1,147
222
1,369
M&A - Advisory other
313
96
409
27%
300
-
300
26%
1,469
338
1,807
1,447
222
1,669
Tax compliance services
167
203
370
14%
181
182
363
16%
M&A - Tax advisory services
221
215
436
19%
455
3
458
40%
Other - Tax advisory services
21
-
21
2%
-
-
-
0%
409
418
827
636
185
821
Total:
1,878
756
2,634
62%
2,083
407
2,490
82%
Audit fee: Non-Audit fee ratio
1:0.62
1:0.88
1:0.82
1:0.82
At year end the Committee performed a review of
the audit and non-audit services provided by the
external auditor and the fees charged for those
services in respect of the year ended 31 December
2024. Following this review and the confirmation in
writing received from the Group’s external auditor
re-affirming its independence and objectivity, the
Committee is satisfied as to PwC’s independence
and objectivity. The Committee will continue to
closely monitor the non-audit services provided
by the external auditor.
As a listed entity, the external auditor is required to
rotate the audit partner responsible for the Group
audit every five years. The current audit partner,
Damian Byrne, has completed his fifth and final
year on the engagement with the audit of the 2024
financial statements.
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Governance
Financial Statements
Priorities for 2025
The Committee will continue to focus on the
key areas of accounting judgement, financial
reporting processes and risk management. The
Committee will also take a proactive approach in
anticipating and preparing for upcoming legislative
and regulatory changes, particularly in the area of
sustainability reporting. Global macroeconomic
challenges remain omnipresent and the Committee
and Board remain committed to the ongoing
enhancement of risk and financial management
across the Group.
On behalf of the Committee:
Sue Webb
Chair of the Audit, Risk and Compliance Committee
The Committee will
continue to focus on the
key areas of accounting
judgement, financial
reporting processes and
risk management.
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Uniphar Plc Annual Report 2024
Fostering a Strong
Governance and
Compliance Culture
and Overseeing the
Sustainability Agenda
NOMINATIONS, GOVERNANCE AND
SUSTAINABILITY COMMITTEE REPORT
Committee Member
Position
Appointed
Resigned
Attendance
Jim Gaul
Committee Chair (Independent)
Jan 2021
-
2/2
Maurice Pratt
Non-Executive Chairman
Oct 2009
-
2/2
Ger Rabbette
Chief Executive Officer
Sept 2020
Feb 2025
2/2
Paul Hogan
Independent Non-Executive Director
Sept 2020
-
2/2
Valerie Sick
Independent Non-Executive Director
Jan 2024
-
1/1
See pages 65 to 66 for more information on current Committee members.
Chair’s Introduction
On behalf of the Nominations, Governance and
Sustainability Committee, I am pleased to present
the report of the Committee for the year ended 31
December 2024. This provides a summary of the
Committee’s role and responsibilities, and how the
Committee discharged these during 2024.
Membership
The members of the Committee are set out in the
table above, along with the date of appointment
of each member and details of their attendance at
Committee meetings during the year. Ger Rabbette
resigned from the Committee in early 2025 resulting
in only Non-Executive Director members remaining
on the Committee. The biographies and skills of each
Committee member are set out on pages 65 to 66.
The Committee is appointed by the Board and the
terms of reference of the Committee state that
the composition should comprise a minimum
of three Directors, the majority of whom must
be Independent Non-Executive Directors. This
Committee comprises a majority of Independent
Non-Executive Directors, in line with UK Code
requirements.
Each appointment to the Committee is for a term
of up to three years. This term may be extended by
up to two further three-year terms, provided the
Director in question continues to meet the criteria
for membership of the Committee. The terms of
reference of this Committee also provide that the
Chairperson of the Board shall be a member of this
Committee and, as such, Maurice Pratt continues his
position on this Committee even though his tenure
has exceeded three consecutive terms.
Under the terms of reference, the Chair of the
Committee may be either the Chair of the Board or
another Independent Non-Executive Director.
Role of the Committee
The Committee is responsible for overseeing
succession planning for the Board and senior
management and assessing the leadership needs
for the Group to enable it to compete effectively.
The Committee also oversees the Group’s corporate
governance compliance and sustainability strategy.
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Governance
Financial Statements
The Committee’s specific roles include:
»
Reviewing the structure, size and composition
of the Board including the skills, knowledge,
experience and diversity of the Directors
»
Making recommendations to the Board with
regard to any changes to its composition or
that of the Committees
»
Identifying and nominating candidates to fill
Board vacancies
»
Reviewing the results of Board performance
evaluation processes that relate to composition
of the Board
»
Succession planning for senior management
»
Monitoring the Company’s compliance with
corporate governance best practice
»
Overseeing of the Group’s sustainability strategy
and monitoring progress against the Group’s
sustainability KPIs.
A copy of the terms of reference of the Committee
is available on the Group’s website: www.uniphar.ie
Meetings of the Committee
The Committee met twice during 2024. The principal
matters dealt with by the Committee during 2024
included:
1. Board appointment process and the appointment
of Valerie Sick as a new Non-Executive Director
2. Review of Board Committee composition and
the recommendation of changes including new
Committee Chairs
3. Chair succession planning
4. Review of the Group’s corporate governance
practices against the UK Code
5. Review of amendments introduced in the 2024
UK Code and the Irish Code and consideration
of most appropriate corporate governance code
for the Group going forward
6. Shareholder engagement strategy in respect
of 2024 AGM
7. Review of Group roadmap for compliance
with the Corporate Sustainability Reporting
Directive including steps completed in the
Group’s double materiality assessment
8. Updates from the Workforce Engagement
Director
9. Board training plan for 2025.
Board and Committee Composition
Appointments and Resignations of Non-Executive
Directors
In January 2024 Jeff Berkowitz resigned from the
Board following a three-year term and Valerie Sick
was appointed to the Board on the recommendation
of the Committee following a recruitment process
conducted during 2023 as outlined in the Company’s
2023 Annual Report.
Elections and re-elections at AGM
The Articles currently provide that, in line with the
provisions of the UK Code, all Directors must retire
annually and, if eligible, present themselves for
re-election to the Board. At the Company’s AGM
on 9 May 2024, each Director was put forward for
re-election and each Director was re-elected to
the Board by the shareholders.
Boardroom Diversity
The Board believes that appointing the best people
to the Board is critical to the success of the Group
and as a result all appointments to the Board are
made on the basis of merit. The Board recognises
that diversity is an essential element in building
long-term business success and ensures that
different perspectives are introduced into Board
discussions. The Board is keen to ensure that the
Group benefits from the expertise and insights of
a high-quality diverse Board comprising individuals
with an appropriate balance of skills and experience.
Diversity and equality in all aspects remain key
values in relation to Board appointments, including
gender, social and ethnic backgrounds, cognitive and
personal strengths, skills, professional and industry
backgrounds, geographical experience and diversity
of thought. The Board is conscious that in a business
operating on a global scale, diversity of geographic
location of Directors, representative of the
geographic location of the Group’s main operations,
is essential to provide context and insight to market
conditions and the Committee continues to keep
ethnic diversity and geographic location of Directors
under consideration in succession planning.
The Board Diversity Policy sets out the Board’s
commitment to diversity in succession planning,
to ensure an inclusive and diverse Board.
Following the appointment of Valerie Sick to the Board
in January 2024, three out of eight of the Directors on
the Board are female, which represents 37.5% of the
Board and an increase in female representation on
the Board in the period from 25% to 37.5%.
Uniphar is also committed to an ongoing focus on
developing our global talent pool and building a more
diverse leadership team for the future. During the
year, the Group launched a number of Group-wide
ED&I initiatives including ED&I training. Further details
on this training and other Group-wide initiatives
to promote ED&I are set out in the Sustainability
Report on page 37. As at 31 December 2024, women
accounted for 28% of senior management and 68%
of total employees across the Group.
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Board Committee Composition
The composition of all Board Committees is in
line with the recommendations of the UK Code.
The Audit, Risk and Compliance Committee and
the Remuneration Committee each comprise
100% Independent Non-Executive Directors and
the Nominations, Governance and Sustainability
Committee comprises a majority of Independent
Non-Executive Directors.
During 2024, the Committee reviewed the
composition of the Committees and recommended
the rotation of the Chairs of each of the Board
Committees with each having served a three-year
term in that role. In January 2024, following the
resignation of Jeff Berkowitz and the appointment
of Valerie Sick to the Board, the compositions of
the Committees were also refreshed. Details of the
current composition of each Committee are set
out on pages 65 to 66.
Succession Planning
Ensuring that there are robust succession plans
in place at Board and senior management level
is fundamental to the long-term success of the
Group. Board succession was a continued focus
of the Committee in 2024, with a particular focus
on Chair succession.
The Committee is actively reviewing the Board
succession plan and the appointment of Valerie Sick
in early 2024 followed a review of the needs of the
Board and the skills the Committee and the Board
believed were most relevant to the Board at this time.
Board succession planning will continue to be an area
of focus for the Committee into 2025 to take account
of the recent changes to the Board composition.
Length of Tenure
The length of tenure on the Board and on the
three main Board Committees as at 31 December
2024 is set out below:
Board of
Directors
Audit, Risk
and Compliance
Committee
Remuneration
Committee
Nominations,
Governance and
Sustainability
Committee
Years
Years
Years
Years
Executive Directors
Ger Rabbette
14.8
-
-
4.3*
Tim Dolphin
14.4
-
-
-
Non-Executive Directors
Maurice Pratt
21.5
-
-
15.2
Paul Hogan
5.5
-
1.3
4.3
Sue Webb
5.5
4.3
-
-
Jim Gaul
4.0
4.0
-
4.0
Liz Hoctor
4.0
4.0
-
-
Valerie Sick
0.9
-
0.9
0.9
Average tenure
8.8
4.1
1.1
5.7
* Ger Rabbette resigned from the Nominations, Governance and Sustainability Committee in February 2025.
NOMINATIONS, GOVERNANCE AND SUSTAINABILITY COMMITTEE REPORT
88
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Governance
Financial Statements
Chair Tenure
Maurice Pratt joined the Board as a Non-Executive
Director in 2003 and was appointed Chair of the
Board in 2009. The Board and the Committee are
cognisant that Provision 19 of the UK Code states
that the Chair should not remain in post beyond
nine years from the date of first appointment to
the Board. However, the Board and the Committee
are also cognisant that the UK Code allows some
flexibility in relation to Chair tenure, to facilitate
effective succession planning and the development
of a diverse Board.
The Board, on the recommendation of the
Committee, have approved a plan that will see
Mr Pratt step down as Chair of the Board at the
Company’s 2026 AGM. During 2024, the Committee,
without the Chair present, considered the topic
of Chair succession and will continue to work on
this topic during 2025 with a view to announcing a
successor for the Chair in early 2026 ahead of Mr
Pratt’s retirement. The Committee and the Board
believe that this timeline allows for an effective
transition period while also being cognisant of the
requirements of the UK Code and reflects the very
positive conclusions in recent Board evaluations in
relation to the Chair’s leadership. The Chair will not
be involved in the successor selection process.
Corporate Governance Compliance
The Committee conducted a full review of the
Group’s corporate governance practices against
the requirements of the UK Code during 2024.
In addition, the Committee also reviewed the
provisions of the 2024 UK Code and the Irish Code
which were both published during 2024 with a view
to deciding which of these Codes would be the most
appropriate corporate governance code to align the
Company’s practices with going forward. Following
this review, the Committee recommended to the
Board, and the Board approved, that the 2024 UK
Code be adopted by the Group for reporting years
2025 onwards.
Sustainability Oversight
Sustainability remained a key area of focus for the
Committee during 2024. The Committee reviewed
the Group’s Sustainability Roadmap and readiness
programme for compliance with the Corporate
Sustainability Reporting Directive (‘CSRD’). During
the year, Jim Gaul, as Chair of the Committee, also
met with the Group’s Sustainability Manager to
discuss focus areas for sustainability in 2024 and
achievements to date, an overview of CSRD, which
Uniphar is required to comply with for the 2025
reporting year onwards, and an overview of the other
non-regulatory sustainability reporting frameworks
that Uniphar currently reports under. The full Board
also received sustainability training facilitated
by external consultants familiar with the Group’s
progress in the area of sustainability to date.
Areas of Focus for 2025
In 2024, the Committee focused on reviewing
the Company’s existing corporate governance
practices against the UK Code and the 2024 UK
Code. Chair succession was also a key focus of the
Committee during 2024. In 2025, the Board will
continue to focus on Board and senior management
succession planning, including planning for Chair
succession from 2026, and will also continue
to work with senior management to further the
Group’s sustainability objectives and prepare for
compliance with the Corporate Sustainability
Reporting Directive.
On behalf of the Committee:
Jim Gaul
Chair of the Nominations, Governance
and Sustainability Committee
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Uniphar Plc Annual Report 2024
Promoting the Long-
Term Strategic Goals
of the Group Through
Our Remuneration Policies
REMUNERATION COMMITTEE REPORT
As Chair of the Remuneration Committee, I am
pleased to present the report of the Committee for
the year ended 31 December 2024.
The objective of this Report is to provide the
shareholders with information to enable them
to understand the remuneration structures in
place and how they relate to the Group’s financial
performance. The report also provides a summary
of the Committee’s roles and responsibilities and
how these were discharged during 2024.
Performance in 2024
The Group delivered a strong performance during
2024 and saw Gross Profit increase by 9.6% from
€390.0m to €427.6m, with gross profit organic
growth of 8.2%, EBITDA increasing by 6.4% from
€116.0m to €123.5m and Adjusted EPS increasing
by 11.8% from 18.3c to 20.5c (Basic EPS increased
43% from 16.4c to 23.5c). The strong profitability is
reflected in a robust Return on Capital Employed for
the year of 15.2%. A detailed summary of the Group’s
financial performance during 2024 is set out in the
Financial Review section of this Report on page 25.
Shareholder Return in 2024
In May 2024, the Group paid a final dividend to
shareholders of €3.2m in respect of the year ended
2023 and in October 2024 the Group paid an interim
dividend of €1.8m. As a result of the Group’s strong
performance in 2024, it is proposed that, subject
to shareholder approval at the Group’s AGM in
May 2025, a final dividend of €3.4m will be paid to
shareholders on the register at 25 April 2025.
UK Code Compliance
The Committee believes that the current
Remuneration Policy is effective in aligning to
the Group’s purpose and values in its links to the
successful delivery of the Group’s long-term strategy
and shareholder interests and that it reflects the
Group’s strong performance during the year.
The Committee has ensured that the disclosures in
relation to the remuneration structures reflect best
corporate governance practice, having regard to the
Group’s size and the markets on which its shares
are listed.
Committee Composition
I was appointed Chair of the Committee in January
2024. The Committee currently consists of two
Non-Executive Directors that are considered by
the Board to be independent in line with the
provisions of the UK Code and the terms of
reference of the Committee.
Role of the Committee
The Committee’s main duties are to:
»
Determine the Group’s policy on executive and
senior management remuneration
»
Review the suitability of performance
measurement criteria for the Executive Directors,
the Chairman and key senior management
»
Review the notice periods for Executive
Director employment contracts
Committee Member
Position
Appointed
Attendance
Paul Hogan
Committee Chair (Independent)
Sept 2023
4/4
Valerie Sick
Independent Non-Executive Director
Jan 2024
4/4
See pages 65 to 66 for more information on current Committee members.
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Financial Statements
»
Determine compensation arrangements
for early termination of employment contracts
»
Administer long-term incentive plan (‘LTIP’)
schemes and Share Option Schemes for
Executive Directors and key senior management
»
Review the performance of Executive Directors
against key performance indicators for
the purposes of determining annual bonus
entitlements and make recommendations
to the Board about payout level.
Meetings of the Committee
The Committee met four times in 2024 with each
member serving on the Committee attending all
meetings during their respective terms in 2024.
Remuneration Policy in 2024
The Committee has determined that the core
substance of the Remuneration Policy continues to
align with our Group business strategy and priorities
in 2024. The performance metrics for the 2025
annual bonus scheme mirror those for 2024.
On behalf of the Committee:
Paul Hogan
Chair of the Remuneration Committee
2024 Executive Director Remuneration, at a glance
G. Rabbette
● Salary/Fees
€669,000
● Pension/Allowance
€50,000
● Other Benefits
€50,000
Total Fixed Pay
€769,000
● Bonus
€1,003,000
Total Variable Pay
€1,003,000
LTIP
€nil
Total 2024
€1,772,000
Total 2023
€1,574,000
T. Dolphin
● Salary/Fees
€445,000
● Pension/Allowance
€33,000
● Other Benefits
€45,000
Total Fixed Pay
€523,000
● Bonus
€668,000
Total Variable Pay
€668,000
LTIP
€nil
Total 2024
€1,191,000
Total 2023
€1,062,000
Total 2024
€1,191,000
Total 2024
€1,772,000
EBITDA
€123.5m
2023
2022
2021
2024
€86.7m
€98.6m
€116.0m
€123.5m
Gross Profit
€427.6m
€274.5m
€306.7m
€390.0m
€427.6m
2023
2022
2021
2024
Organic Gross Profit Growth
8.2%
8.5%
5.7%
5.6%
8.2%
2023
2022
2021
2024
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Uniphar Plc Annual Report 2024
REMUNERATION COMMITTEE REPORT
Remuneration Policy
The Group is committed to promoting a transparent remuneration structure. The following table outlines
the key factors considered by the Committee, in accordance with the requirements of the UK Code.
UK Code
Uniphar Remuneration Policy
Clarity
Remuneration arrangements
should be transparent and
promote effective engagement
with shareholders and the
workforce.
The annual bonus, 2018 LTIP scheme and the 2022 Share Option Plan
have been designed to incentivise Executive Directors to achieve
defined, stretch targets in line with the Group’s growth strategy.
Performance measures and targets are reviewed each year by the
Committee to ensure that they continue to be clear and appropriate.
Simplicity
Remuneration structures should
avoid complexity and their
rationale and operation should
be easy to understand.
There is a grid-based bonus structure in place, to reflect a scale of
performance, which has been externally benchmarked. This supports
the Committee’s aim of operating a simple remuneration structure
designed to align the Executive Directors’ interests with those of
shareholders in achieving the Group’s growth strategy.
Risk
Remuneration arrangements
should ensure that reputational
and other risks from excessive
rewards, and behavioural risks
that can arise from target-based
incentive plans, are identified
and mitigated.
The Remuneration Policy was designed to provide an appropriate
level of remuneration to recruit and retain the necessary skill and
talent to develop and deliver the business strategy, with the objective
of delivering strong growth in a sustainable and focused way to
deliver long-term value to stakeholders.
Predictability
The range of possible values
of rewards to individual
Directors and any other limits or
discretions should be identified
and explained at the time of
approving the policy.
The Committee believes that it is important that a significant
proportion of the remuneration package of Executive Directors and
senior management is performance related. The potential value
and composition of Executive Directors’ remuneration packages at
minimum, on target, and maximum scenarios are outlined on page 100.
Proportionality
The link between individual
awards, the delivery of strategy,
and the long-term performance
of the Company should be clear.
Outcomes should not reward
poor performance.
Payments of the annual bonus requires the delivery against ambitious
strategic targets for the Group. The performance measures are
directly aligned to the Group’s strategy and KPIs. The vesting of share
options, granted pursuant to the Group’s 2022 Share Option Plan,
is linked to Total Shareholder Return (‘TSR’) over the period to 31
December 2028.
The Committee has direction to exercise judgement and discretion
in authorising remuneration outcomes, to ensure that they are
appropriate and reflective of overall performance.
Alignment to Culture
Incentive schemes should
drive behaviours consistent
with company purpose,
values and strategy.
The Committee is cognisant that the Remuneration Policy is aligned
and benchmarked to market leaders, competitors, and industry
standards, to ensure that it is fair and competitive.
Uniphar places a strong emphasis on working responsibly and
sustainably, and for this reason a specific sustainability and
governance measure is included as part of the bonus grid. Details
of how the performance measures are linked to the delivery of the
Group’s strategy are outlined on pages 92 to 93.
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Governance
Financial Statements
Consideration of Conditions elsewhere in the Group
While the Committee does not directly consult with
employees when formulating Executive Director pay
policy, the Committee does take into consideration
remuneration trends throughout the Group, which
has a diverse range of operations across the globe,
when determining the remuneration of Executive
Directors. Executive Director pension contributions
are aligned with that of the wider workforce of the
Uniphar Group. The Group has also appointed a
designated Workforce Engagement Director with his
remit covering the area of employee engagement
which further enhances consideration of wider
workforce conditions when making Board decisions.
Consultation with Shareholders on Executive
Remuneration
As an Irish incorporated company listed on AIM
and Euronext Growth the Company is not subject
to the provisions of the Second Shareholder Rights
Directive nor equivalent legislation in the UK.
Where shareholders sought engagement with the
Company on the topic of remuneration during
the year, the Committee Chair together with
management held meetings with those shareholders
to discuss the topic. The Committee did not engage
in a formal shareholder consultation process during
the year in relation to Executive remuneration. The
Company has engaged extensively with investors on
various topics and welcomes feedback on corporate
governance topics including remuneration and
endeavours to incorporate that feedback where
appropriate into its decision making and response.
Directors’ Remuneration Policy Report
Executive Directors
Executive remuneration within the Group is broken
down into the following five components, which we
believe provide a fair balance between fixed and
performance related remuneration.
Key
Purpose & Link
to Group Strategy
Operation
Detail
Performance Metric
Salary
Provide an
appropriate level of
fixed remuneration
to attract and retain
the necessary skill
and talent to enable
the Group to develop
and deliver on the
business strategy.
An appropriate base
salary is set and reviewed
by the Committee
annually. Factors taken
into consideration
include:
»
Skills and experience
»
Specific role and level
of responsibility
»
External benchmarks,
including economic
indicators and
geographical scope.
Base salaries and
increases are aligned and
benchmarked to market
leaders, competitors and
industry standards.
Future salary increases for
Executive Directors will be in
line with the typical level of
increases awarded to other
employees in the Group.
Not Applicable
Bonus
To drive and reward
for the delivery of
business objectives
over the financial
year.
The Committee reviews
the performance of
the Executive Directors
for the purposes of
determining annual
bonus entitlements and
makes recommendations
to the Board as to the
payout level.
There is a bonus grid in
place which is designed
to align management’s
interests with those of
shareholders. The maximum
potential bonus opportunity
for Executive Directors
is up to a maximum of
150% of base salary. The
bonus opportunity for
the achievement of on-
target Group and personal
performance targets is
up to 75% of maximum
opportunity, being 112.5% of
base salary. At the threshold
performance level of 90% of
target, a bonus opportunity
of 37.5% of maximum,
being 56.25% of base salary
is payable. Where the
threshold performance
of 90% is not reached,
no bonus is payable.
Based on the bonus
grid, 80% of an
Executive Director’s
bonus is linked to
Group performance
and specifically in
achieving challenging
financial performance
targets.
The remaining 20%
opportunity is linked
to non-financial
performance targets
established by the
Committee, being
personal as well as
sustainability and
governance objectives.
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REMUNERATION COMMITTEE REPORT
Key
Purpose & Link
to Group Strategy
Operation
Detail
Performance Metric
Pension
To provide a
competitive, flexible
retirement benefit
that does not impose
any unacceptable
level of financial risk
on the Group.
Executive Directors are
enrolled into a defined
contribution pension
plan or are offered
the alternative of cash
allowances.
Pension contributions of
7.5% of annual base salary
apply to all Executive
Directors, aligning with
the average contributions
available to the Group’s
wider workforce.
Not Applicable
Benefits
To provide other
market competitive
monetary and non-
monetary benefits.
Provide a level of benefits
or specified monetary
allowances including
healthcare and car.
The level of benefits is
set at an appropriate
market rate.
Not Applicable
LTIP
To reward
participants for
the delivery of the
Group’s long-term
goals and driving
shareholder value.
The 2018 LTIP represents
4.8% of issued share
capital, with Executive
Directors and key
employees participating
in the arrangement. All
shares in the 2018 LTIP
were allotted prior to the
Group’s IPO in 2019 and
therefore have had no
dilutive impact since IPO.
The 2022 Share Option
Plan (the ‘2022 Plan’)
was introduced to
incentivise Executive
Directors and key
members of senior
management, in light
of the fact that the
performance conditions
of the 2018 LTIP had been
met during 2021.
The 2018 LTIP fully vested
on 31 December 2024 and
the details of each Executive
Director’s interest is set
out below.
Details of the share options
granted to Executive
Directors under the 2022
Plan are set out in the table
opposite and no new options
were granted to Executive
Directors during 2024.
The 2018 LTIP
fully vested on 31
December 2024 on
satisfaction of the
service condition
with the performance
condition attaching to
those awards having
already been satisfied.
Awards of share
options to Executive
Directors under the
2022 Plan are subject
to (i) a TSR condition
(based on the average
closing trading price
per ordinary share
in any 30-day period
during 2028 against
a share price of
€3.48, and inclusive
of any dividends
in the period) and
(ii) the Executive
Director’s continued
employment with
the Group through
31 December 2028.
Non-Executive Directors
The Board is committed to recruiting high-calibre
Non-Executive Directors, with the necessary
experience to make a substantial contribution to the
Uniphar Group. Non-Executive Director remuneration
is reviewed by the Chairman and the Executive
Directors and discussed and agreed by the Board.
Non-Executive Directors may attend the Board
discussion but may not participate in it and cannot
individually vote on their own remuneration.
In accordance with the resolution passed at the 2019
AGM, the aggregate fees payable to the Non-Executive
Directors shall not exceed €750,000. Changes to the
total aggregate remuneration of all Non-Executive
Directors is subject to shareholder approval.
Non-Executive Directors are paid additional amounts
to take account of increased time commitments,
including acting as the Senior Independent Director
and/or Chair of a Board Committee. In addition, all
reasonable and documented expenses incurred in the
performance of the Non-Executive Directors’ duties
are reimbursed.
94
Overview
Strategic Review
Governance
Financial Statements
Annual Report on Remuneration 2024 (audited*)
The following table sets out the total remuneration for Directors for the years ended 31 December 2024
and 31 December 2023:
Director
Salary/
fees
€’000
Pension/
Allowance
€’000
Other
Benefits3
€’000
Fixed
Pay
€’000
Bonus
€’000
LTIP
€’000
Variable
Pay
€’000
Total
2024
€’000
Total
2023
€’000
Executive Directors:
G. Rabbette
669
50
50
769
1,003
-
1,003
1,772
1,574
T. Dolphin
445
33
45
523
668
-
668
1,191
1,062
Non-Executive Directors
M. Pratt
176
-
-
176
-
-
-
176
176
P. Hogan
100
-
-
100
-
-
-
100
100
J. Berkowitz1
5
-
-
5
-
-
-
5
100
S. Webb
85
-
-
85
-
-
-
85
85
J. Gaul
85
-
-
85
-
-
-
85
76
L. Hoctor
70
-
-
70
-
-
-
70
70
V. Sick2
65
-
-
65
-
-
-
65
-
Total
1,700
83
95
1,878
1,671
-
1,671
3,549
3,243
* This table is audited and forms an integral part of the audited financial statements. The other parts of the Remuneration
Committee Report are unaudited.
1. J. Berkowitz resigned as a Director on 16 January 2024.
2. V. Sick was appointed to the Board on 29 January 2024.
3. Other benefits principally include health and car allowances.
Executive Directors’ Remuneration
Executive remuneration within the Group can be
broken into the following five components, which
we believe provide a fair balance between fixed and
performance related remuneration.
Base Salary
The base salaries of Executive Directors are
reviewed annually, having regard to personal
performance; skills and experience; changes in
levels of responsibility; external benchmarks
to market leaders, competitors, and industry
standards; as well as the pay and conditions in the
wider Group. During 2024, the Executive Directors
received a 4% base salary increase.
The following table sets out the salaries for the
Executive Directors for the relevant financial year:
2024
€’000
2023
€’000
G. Rabbette
669
643
T. Dolphin
445
428
Annual Bonus
In Q2 2024, following feedback received from
investors, the Committee and the Board approved a
change to Executive Director annual bonus metrics
moving from an EBITDA target to an Adjusted
EPS target. The Committee and the Board believe
that Adjusted EPS is a more suitable measure of
performance compared to EBITDA for a growth
company of the Group’s size because of the
current interest rate environment and the level of
strategic capex investment the Group is making.
The Committee believe that this change better
aligns the Executive Director’s bonus metrics with
the interests of shareholders. The Committee
further notes that the Executive Directors’ short-
term incentivisation (i.e. annual bonus) is linked to
Group earnings, whilst long-term incentivisation
in the form of share options granted to Executive
Directors under the 2022 Share Option Plan is linked
to shareholder value in the form of a TSR metric
and the Committee believes this is an appropriate
balance between business performance and
shareholder value.
For the year ended 31 December 2024, the maximum
potential bonus opportunity for Executive Directors
was increased from a maximum of 130% of base
salary to 150% of base salary following an external
benchmarking exercise. The bonus opportunity for
the achievement of on-target Group and personal
performance targets was up to 75% of maximum
opportunity, being 112.5% of base salary. During
the year the threshold performance level was also
reduced from 95% of target to 90% of target to
reflect the ambitious targets set by the Committee
and the Board. At the threshold performance level
of 90% of target, a bonus opportunity of 37.5% of
maximum, being 56.25% of base salary, is payable.
Where the threshold performance target of 90% is
not reached, no bonus is payable.
95
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Uniphar Plc Annual Report 2024
REMUNERATION COMMITTEE REPORT
In setting the on-target return the Committee
and the Board were cognisant of the ambitious
strategic targets set for the Group and sought to
align the Executive Directors’ interests with those
of shareholders in achieving the Group’s stated
strategy. On this basis, the Committee and the
Board believe that 75% of the maximum opportunity
for achieving performance targets is appropriate.
The following table sets out the performance
measures applied for Executive Directors for the
year ended 31 December 2024:
% of maximum
Link to strategy
Adjusted EPS
40%
Key measure of underlying profitability.
Stretch Adjusted EPS
25%
Delivery of Group’s long-term growth strategy.
Organic Gross Profit Growth
7.5%
Key measure of continued client growth.
Free Cash Flow Conversion
7.5%
Cash generation for reinvestment or return to
shareholders.
Financial targets
80%
Personal Objectives
15%
Ensure focus on strategic/functional priorities of
the Group.
Sustainability & Governance
5%
Drive continuous improvements in sustainability,
governance and culture across the Group.
Non-Financial Targets
20%
100%
The performance targets were set by the Committee based on the Board approved budget for the year.
Committee discretion
The Committee has retained the discretionary
ability to adjust the value of an award under
the annual bonus scheme, if the award in the
Committee’s opinion, taking all circumstances
into consideration, produces an unfair result. In
exercising this discretion, the Committee may take
into consideration the individual or the Group’s
performance against non-financial measures.
Review of financial targets
The Committee reviewed performance against the
targets set for each Executive Director. Following
this review, the Committee determined that the
Executive Directors should be awarded bonuses
based on the achievement of financial targets,
as illustrated in the table below:
% of maximum
Actual %
Adjusted EPS
40%
40%
Stretch Adjusted EPS
25%
25%
Organic Gross Profit Growth
7.5%
7.5%
Free Cash Flow Conversion
7.5%
7.5%
Financial targets
80%
80%
Due to the commercial sensitivity of the Group’s defined financial targets these targets have not been
disclosed.
96
Overview
Strategic Review
Governance
Financial Statements
The following table summarises performance for each of the financial objectives:
Measure
Definition
Performance Targets
Actual Performance
Adjusted
EPS
Group’s earnings per
share performance
inclusive of depreciation,
tax and finance interest.
The payout of the Group EPS bonus is
based on the achievement of defined
threshold and budget targets.
Threshold performance equates to
90% of budget EPS. On achievement
of threshold performance, 50% of the
portion of the bonus attributable to
Adjusted EPS performance is payable.
This increases to 100% payout of
Adjusted EPS bonus when 100%
of Group Adjusted EPS budget is
achieved. Payment for performance
between threshold and budget is on
a pro-rata basis.
No portion of basic bonus is paid
where actual Adjusted EPS is below
threshold performance.
100% of bonus
percentage awarded
based on Adjusted
EPS of 20.5 cent.
Stretch
Adjusted
EPS
The Stretch Adjusted
EPS measure is the Group
Adjusted EPS including the
contribution of unbudgeted
acquisitions and disposals.
Achievement of stretch bonus is
based on pre-defined Stretch
Adjusted EPS targets.
Payment for performance between
achievement of budget and the
Stretch target is on a pro-rata basis.
100% of bonus
percentage awarded
based on Adjusted
EPS of 20.5 cent.
Organic
Gross
Profit
Growth
Organic gross profit growth is
defined as the growth from
restated prior period gross
profit to current period gross
profit as a percentage of the
restated prior period value.
The restatement to the prior
year value is to include the
corresponding prior period
performance of acquisitions
and exclude the prior period
performance of disposals.
Achievement of the bonus required
organic gross profit growth in the year.
100% of bonus
percentage awarded
based on Organic
Gross Profit Growth
of 8.2%.
Free
Cash Flow
Conversion
Free cash flow conversion
is defined as EBITDA, less
investment in working
capital, less maintenance
capital expenditure, less
payments on leases divided
by EBITDA.
The Group’s free cash flow conversion
target for the purpose of the annual
bonus is in line with achieving the
Group’s medium-term outlook.
Threshold performance equates to a
free cashflow conversion of 5% below
the target range resulting in a payout
of 50%.
No bonus is paid if actual free cash
flow is below threshold performance.
A full 100% bonus is paid if budget free
cashflow is reached or exceeded.
Payment between threshold and budget
performance is on a pro-rata basis.
100% of bonus
awarded based on
Free Cash Flow
Conversion of 105.5%.
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Uniphar Plc Annual Report 2024
REMUNERATION COMMITTEE REPORT
Review of non-financial targets
20% of the maximum bonus opportunity is linked to
non-financial performance targets, recommended by
the Committee and subsequently approved by the
Board. The Committee assessed the achievements
of each Executive Director against the objectives
and concluded they were met in 2024. Following
this review, the Committee determined that the
Executive Directors should be awarded bonuses
based on the achievement of non-financial targets,
as illustrated in the table below:
% of maximum
Actual %
Personal Objectives
15%
15%
Sustainability
and Governance
5%
5%
Non-Financial Targets
20%
20%
Personal objectives
The performance of the Executive Directors is also
measured against personal and strategic objectives,
which in 2024 focused on Leadership and Strategy,
Portfolio Optimisation, Operating Model, Talent
and Succession and Culture. Performance against
these objectives is determined by the Committee by
reference to key targets agreed with the Executives
at the start of the year.
These objectives include the achievement
of operational goals, the Executive Director’s
contribution to Group strategy, as a member of
the Board, and specific goals related to their
functional roles.
Achievements
G. Rabbette
& T. Dolphin
»
Leadership and Strategy:
Continued to execute and refine the Group’s Medium-Term Strategy and long-term vision.
»
Portfolio Optimisation:
Continued discipline in capital allocation across the Group with focus on organic growth
drivers and capabilities.
»
Operating Model:
Continued to build Group commercial capabilities and accelerate growth in priority areas
including enhanced international account management capability together with enhanced
cross-selling capability.
- Delivered performance through the new divisional structure.
- Embedded the enhancements to the Group’s operating model
(e.g. talent, technology and infrastructure), driving commercial excellence,
consistency, and agility.
- Continued investment in strategic infrastructure projects to ensure long-term capacity,
agility and scalability.
»
Talent and Succession:
Supported the development of Group-wide talent development framework, with a
continued emphasis on senior management succession planning to ensure the businesses
longer term leadership needs.
»
Culture:
Worked closely with Board and Leadership Team to build on Group’s solution focused
culture with Group-wide community initiatives and divisional focused engagements.
98
Overview
Strategic Review
Governance
Financial Statements
Sustainability and Governance
Uniphar places a strong emphasis on working
responsibly and sustainably. The Committee
determined that, in order to align the Executive
Directors to these interests, specific performance
targets were introduced to drive continuous
improvements in sustainability, governance and
culture across the Group.
The Committee determined that the Executive
Directors should be awarded the maximum bonus
opportunity attributable to Sustainability and
Governance as a result of the following:
Sustainability
»
Supported the completion of the Group’s double
materiality assessment and development of a
CSRD framework
»
Approval of SBTi targets
»
Supported the development of Group-wide
Responsible Sourcing Programme
»
Continued development of a Group-wide
Decarbonisation plan
»
Promoted awareness enhancing initiatives
throughout the Group.
Governance
»
Continued to support Workforce-engagement
initiatives and increased workforce
communication
»
Continued to support the expansion of the
shareholder engagement programme in line
with UK Code recommendations.
Total annual bonus payable
Following a review of the actual performance for
both the financial and non-financial measures
against targets, the Committee recommended, and
the Board approved, a total bonus outcome of 100%
of maximum bonus opportunity, being 150% of base
salary. 100% of the gross bonus achievement will
be deferred for a period of five years in the form of
in-market share purchases. Shares purchased in-
market will be held by an Irish registered employee
benefit trust established by the Company and the
beneficial interest will be held by the Executive
Directors subject to restrictions on dealing for the
five-year period.
The Committee considers that the level of
achievement is appropriate and reflective of the
overall performance of the Group and the value
created for shareholders during the year.
Clawback Policy
Bonus payments made to Executive Directors are
subject to clawback for three years from payment
in certain circumstances including:
»
A material misstatement of the Company’s
audited financial statements
»
A material breach of applicable health and safety
regulations
»
Business or reputational damage to the Company
or a subsidiary arising from a criminal offence,
serious misconduct or gross negligence by the
individual Executive.
Pension
All pension benefits for Executive Directors are
determined in relation to base salary. Fees payable to
Non-Executive Directors are not pensionable. Under
the current Remuneration Policy, pension benefits for
Executive Directors are a maximum of 7.5% of base
salary, in line with average pension contributions
available to the Group’s wider workforce.
Other Benefits
Employment-related benefits for Executive Directors
provide a level of benefits or specified monetary
allowances including healthcare and car allowances.
LTIP
The 2018 LTIP represents 4.8% of issued share
capital of the Company, with Executive Directors
and key employees participating in the arrangement.
All shares in the 2018 LTIP were allotted prior to
the Group’s IPO in 2019 and, therefore, have had no
dilutive impact since IPO. No LTIP share awards were
granted to Executive Directors under the 2018 LTIP
since 2018. All share price performance conditions
attributable to these LTIP share awards were
satisfied during 2021. The service condition attaching
to these awards in respect of each Executive
Director was satisfied on 31 December 2024 and
therefore all Executive Director share awards under
the 2018 LTIP fully vested on 31 December 2024.
The table below sets out details of share awards
made under the 2018 LTIP currently held by
Executive Directors:
Executive
Director
Grant Date
Exercise
Price
No. of share
awards at
1 Jan 2024
Granted Vested/
Exercised
Lapsed
No. of share
awards at
31 Dec 2024
End of
Performance
Period
G. Rabbette
28 April 2018
n/a
3,685,427
-
3,685,427
-
-
31 Dec 2024
T. Dolphin
28 April 2018
n/a
2,284,965
-
2,284,965
-
-
31 Dec 2024
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Uniphar Plc Annual Report 2024
2022 Share Option Plan
Awards under the 2022 Plan take the form of
options to subscribe for new ordinary shares in the
Company. During 2024, the Committee considered
the effectiveness of the 2022 Share Option Plan
to act as an incentive for key members of senior
management, including the Executive Directors, in
light of challenging capital markets and a decrease
in the Company’s share price over the period since
the grant of the options. The Committee determined
that it was imperative that key members of senior
management continued to be incentivised to remain
with the business to deliver on the Group’s medium-
term strategy. The Committee resolved to make the
following changes to the awards granted under the
2022 Share Option Plan to key members of senior
management including the Executive Directors:
»
The Committee noted that the business remained
confident of hitting the shareholder return
thresholds set at the time the share option
awards were made. They determined that the
Total Shareholder Return (‘TSR’) performance
metric should remain the same and should
continue to be calculated based on the original
exercise price of €3.48 ensuring that the share
price performance required to be achieved by
the Group in order for the share option awards
to vest would not be reduced. The performance
condition would remain as TSR (based on the
average closing trading price per ordinary share
in any 30-day period in 2028 against the original
exercise price of €3.48, and inclusive of any
dividends in the period) on a sliding scale basis,
where TSR of ≥70% will see 100% of the awards
vest and TSR of <50% would see no awards vest.
Executive
Director
Grant
Date
Exercise
Price
No. of share
option
awards at
1 Jan 2024
Granted
Vested/
Exercised
Lapsed
No. of share
option awards
at
31 Dec 2024
End of
Performance
Period
G. Rabbette
30 Nov 2022
€2.04
4,000,000
-
-
-
4,000,000
31 Dec 2028
T. Dolphin
30 Nov 2022
€2.04
2,700,000
-
-
-
2,700,000
31 Dec 2028
Minimum Shareholding Requirements
The Committee has sought to promote long-term
shareholdings by Executive Directors, to support
alignment with shareholder interests, and has
adopted minimum shareholding requirements for
Executive Directors. These guidelines specify that
Executive Directors should, over a period of five years
from the date of appointment, build up and then
retain a shareholding in the Company with a valuation
of at least equal to twice their annual base salary.
Additionally, the Committee has adopted guidelines
relating to post-employment shareholding
requirements. These guidelines require that
Executive Directors maintain their full minimum
shareholding requirement of twice base salary for
a period of two years post-employment.
Current Executive Director shareholdings at 31
December 2024, as a multiple of their base salary:
Minimum
Actual*
G. Rabbette
2.0x
25x
T. Dolphin
2.0x
27x
* Based on closing share price of €2.12 on 31 December 2024
REMUNERATION COMMITTEE REPORT
The Committee and the Board believe that a TSR
condition continues to directly align Executive
Director incentivisation with the long-term
interests of shareholders.
»
The vesting period under the option awards was
extended by two years from 31 December 2026 to
31 December 2028 which aligns to the Group’s
medium-term strategic targets. This results in a
total vesting period of six years and two months
from the date of grant which brings this above
the requirement for a minimum total vesting and
holding period of five years set out in the UK Code.
»
The period for determining the average closing
trading price was amended from the 30-day period
immediately prior to the vesting date to any 30-day
period during 2028.
»
The exercise price in respect of the share options
was reduced to €2.04 to reflect the Company share
price on the date the amendments were made.
However, as noted above, the share price for the
purposes of the calculation of the TSR remains at
the original exercise price of €3.48.
The Committee determined that the cumulative
impact of the above amendments struck a
balance between ensuring senior management
had an effective incentivisation structure in place
and delivering on the representations made to
shareholders that the business was committed to
achieving the defined TSR levels.
During 2024, no new share options were granted
to Executive Directors. Details of the number of
share options held by the Executive Directors are
set out below.
100
Overview
Strategic Review
Governance
Financial Statements
Remuneration consists of fixed pay (base salary, pension, and benefits) and variable pay (annual bonus and
LTIP). A significant portion of Executive Directors’ remuneration is linked to the delivery of key business goals
over the short and long-term and the creation of shareholder value. The charts above present scenarios of
the remuneration outcomes of:
Payout levels
Minimum
»
Fixed Pay
»
No bonus payout
At Budget
»
Fixed Pay
»
75% of maximum bonus opportunity, in line with budgeted performance targets
Maximum
»
Fixed Pay
»
100% of maximum bonus opportunity, in line with budgeted performance targets
Percentage change in Executive Directors’ Remuneration
The following table sets out the relative change from 2023 to 2024 in the remuneration earned by the
Executive Directors, compared with the average percentage change for the Group’s employees:
€’000
2024
2023
% Change
G. Rabbette
1,772
1,574
12.6%
T. Dolphin
1,191
1,062
12.1%
Total Executive Directors
2,963
2,636
12.4%
Average Employee Remuneration
62.4
59.9
4.2%
Relative Importance of Spend on Pay
The table below sets out the amount paid in remuneration to all employees of the Group, compared to gross
profit, Adjusted EPS and dividends declared in respect of the financial year:
€’000
2024
2023
% Increase
Total Employee Remuneration*
219,319
195,253
12.3%
Gross Profit
427,604
389,984
9.6%
Adjusted EPS
20.5 cents
18.3 cents
12.0%
Dividend**
5,250
5,000
5.0%
* Total employee remuneration includes €3,804,000 (2023: €2,318,000) of payroll costs which have been capitalised during the
year and excludes share-based payment expense.
** Reflecting progressive dividend commitment made at the time of IPO.
Performance-related Remuneration Outcomes
Minimum
Maximum
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
At Budget
CFO: Scenario Pay Structure
Fixed Pay
Bonus
Minimum
Maximum
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
At Budget
CEO: Scenario Pay Structure
Fixed Pay
Bonus
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Uniphar Plc Annual Report 2024
Advisers to the Committee
The Committee did not engage the services of external remuneration consultants during 2024.
Payments to former Directors
There were no payments to former Directors in accordance with Section 305 of the Companies Act 2014
during the year.
Payments for loss of office
There were no payments to Directors for loss of office during the year.
Non-Executive Directors’ Remuneration
The Board aims to recruit high-calibre Non-Executive Directors, with broad commercial, international or
other relevant experience. Fees paid to the Non-Executive Directors for the 2024 and 2023 financial years
are outlined in the Remuneration table on page 94.
Non-Executive Directors do not participate in any Group share incentive or award schemes.
Service Contracts/Letters of Appointment
Details of the service contracts for the Executive Directors are outlined below:
Name
Title
Date of Contract
Notice Period
Ger Rabbette
Chief Executive Officer
27 June 2019
12 months
Tim Dolphin
Chief Financial Officer
27 June 2019
12 months
The Company can terminate Executive Director employment by making a lump sum payment, in lieu of
notice, consisting of the basic salary for the notice period. Standard ‘cause’ provisions are included which
allow the Company to terminate without notice or the obligation to make a payment in lieu of notice.
There are also standard ‘garden leave’ provisions for all Executive Directors, together with post-termination
restrictions on competing activity and non-solicitation of customers or key employees. These are effective
for a period of 12 months after termination.
Each of the Non-Executive Directors has been appointed under the terms of a letter of appointment.
Appointment is terminable by either party giving one month’s written notice or otherwise, in accordance
with the Articles. Continuation of appointment is contingent on satisfactory performance, re-election
(where applicable), in accordance with the Articles and any relevant statutory provisions for the removal of
Directors. Standard ‘cause’ provisions are included that entitle the Company to terminate a Non-Executive
Director’s appointment without notice or payment of compensation.
The appointment letter includes membership of any Board Committees, the fees to be paid and the time
commitment expected. The letter also covers matters such as confidentiality, data protection and the
Company’s share dealing policy. Dates of appointment and retirement for the current Non-Executive
Directors are set out below:
Name
Appointment
Date of Retirement
M. Pratt
July 2003
-
P. Hogan
June 2019
-
S. Webb
June 2019
-
J. Gaul
January 2021
-
L. Hoctor
January 2021
-
V. Sick
January 2024
-
J. Berkowitz
September 2020
January 2024
REMUNERATION COMMITTEE REPORT
102
Overview
Strategic Review
Governance
Financial Statements
The Directors present their Directors’ report and
audited Group financial statements for the year
ended 31 December 2024.
Principal Activities and Review of the
Development of the Business
The Group is a leading service provider within
the pharmaceutical and healthcare sector,
headquartered in Ireland, with offices in the UK,
Europe, the US and the Asia Pacific region.
By promoting a strong service-based culture and
working with our partners, we provide an innovative
range of services, including product distribution
and the provision of specialist services for the
pharmaceutical and healthcare sector. The business is
divided into three trading divisions: Uniphar Medtech,
Uniphar Pharma and Uniphar Supply Chain & Retail.
»
Uniphar Medtech is the partner of choice for
manufacturers seeking to bring innovative medtech
products to market. We provide expertise across
sales, marketing, compliance and distribution to
the world’s top medical device manufacturers
across a pan–European platform. The business
is headquartered in Ireland with a presence in 16
markets primarily across Europe, in addition to
a facility in the US to support clients seeking to
access the North American market.
»
Uniphar Pharma operates a global business with
high-value services across the life cycle of a
pharmaceutical product. The business enables
pharma and biotech companies to bring innovative
medicines to global markets and provide healthcare
professionals with access to medicines they cannot
source through traditional channels. Our strategy is
to build a leading platform to provide the specialist
support and expertise needed to improve access to
these medicines. The division operates through its
On Demand and Pharma Services business units.
»
Uniphar Supply Chain & Retail provides both
pre-wholesale and wholesale distribution of
pharmaceutical, healthcare and animal health
products to pharmacies, hospitals and veterinary
surgeons in Ireland. Uniphar operates a network
of pharmacies under the Life, Allcare, Hickey’s
and McCauley brands. Additionally, through the
extended Uniphar symbol group, the business
provides services and supports that help
independent community pharmacies to
compete more effectively.
The three trading divisions work in synergy, to allow us
to support healthcare professionals and manufacturer
customers to provide their patients and communities
with the medicines and care that they need.
Business Review
The Group performed strongly in 2024 with the
majority of the growth delivered organically. This
result reflects the competitive advantages of our
business together with the diversity of our service
offfering. The performance in 2024 reflects the
investment in recent years in building the platforms
in each division to achieve scale in their target
markets and is delivered by our committed and
dedicated teams who focus on service excellence
and delivering for the customers and patients who
rely on us every day. The Group continues to invest
for the future in both our people and infrastructure
creating the capacity and capabilities that will
enable the next phase of growth.
Gross profit increased to €427.6m from €390.0m
representing an increase of 9.6%. Most of this
increase was achieved organically in addition to the
full year impact of the acquisition of the McCauley
Pharmacy Group and a small number of ICP
acquisitions. Each division delivered organic gross
profit growth reflecting the impact of synergies from
prior acquisitions now delivering outsized growth as
part of the larger combined Group.
Cash flow generation remains a key focus for
management with cash generated from operating
activities of €124.3m in the year. Free cash flow
conversion for the period was 105.5% which reflects
strong working capital management and temporary
timing benefits in working capital that have arisen
from the growth in the Pharma division.
The Group’s debt is financed by a credit facility that
expires in August 2027 with an option to extend
by one year and a further option to extend by an
additional year up to August 2029. This facility
provides a revolving credit facility of €400m together
with an additional uncommitted accordion facility of
€150m. Net bank debt was €147.7m (2023: €149.9m)
and leverage remained modest at 1.47x, providing
a solid platform to support future growth and
investment as opportunities arise.
DIRECTORS’ REPORT
103
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
DIRECTORS’ REPORT
The Group has a number of key performance
indicators (KPIs) which are used to monitor its
performance. These KPIs are outlined further in our
key performance indicators section on pages 23 to 24.
The pre-tax exceptional gain in 2024 of €14.5m
(2023: charge of €0.4m) was driven largely by the
net release of deferred contingent consideration.
Further detail is provided in Note 4 to the financial
statements.
Divestments
The Group disposed of its investment in Inspired
Insight, LLC in December 2024 for consideration
of €24.3m representing a pre-tax profit on disposal
of €2.6m. This investment performed well during
its time within the Group and its sale represented
an attractive return for the Group and an
opportunity to redeploy the capital. The Group
also disposed of one independent community
pharmacy (‘ICP’) during the year.
Results for the Year
The Group Income Statement for the year ended 31
December 2024 and the Group Balance Sheet at that
date are set out on pages 119 and 121 respectively.
The Group’s gross profit was €427,604,000 (2023:
€389,984,000) and EBITDA was €123,458,000
(2023: €115,985,000).
The Group’s profit on ordinary activities before
tax was €75,594,000 in 2024 (2023: €52,898,000).
After including a tax expense of €11,358,000 (2023:
€7,750,000) and profit attributable to non-controlling
interests of €33,000 (2023: €333,000), the profit
for the financial year attributable to owners is
€64,203,000 (2022: €44,815,000).
There was a strong cash performance in the year
with free cash flow conversion of 105.5%. Inclusive
of continued significant strategic capital expenditure
spend, the Group is in a strong position at year end
with leverage of 1.47x and net bank debt of €147.7m
at year end.
Total equity of the Group at 31 December 2024
was €401,881,000 (2023: €333,620,000).
Research and Development
The Group performs research and development
activities to ensure that it continues to be a
recognised innovator in the industry in which it
operates. These activities support the introduction
of new services, improved online customer
experience and the development of better processes
and systems. Continued research and development
contribute to the Group’s future growth and
profitability.
Expenditure on research and development
applications and technical support amounted to
€270,000 in 2024 (2023: €300,000).
Future Developments
Since IPO, the Group has grown through a
combination of organic growth and acquisition.
Strong growth in 2024 was delivered predominantly
through organic growth which demonstrates the
strength and synergies that have been realised when
those investments integrate with the wider Group to
deliver for the benefit of our clients.
In 2023, the Group outlined its new target of reaching
€200m EBITDA in the medium-term which it now
expects to deliver in 2028. The Group now expects
that at least 80% of the growth will be organic. The
strong performance in 2024 positions the Group
well to achieve this and bolsters our confidence in
the organic growth opportunities that lie ahead. The
targets for divisional organic gross profit growth are
outlined as follows: Uniphar Pharma: double-digit,
Uniphar Medtech: high single-digit and Uniphar
Supply Chain & Retail: low single-digit. Each division
has a robust plan in place to deliver these targets;
we remain committed to building a pan-European
offering in Uniphar Medtech; in Uniphar Pharma, we
will continue to develop our On Demand and Pharma
Services platforms investing in digital technology
and scalable infrastructure, while in Uniphar Supply
Chain & Retail, we continue to leverage our key
assets and grow our market share while investing
for the long-term in our new high-tech distribution
facility in Dublin.
The Group continues to exercise a disciplined
approach to capital deployment. M&A remains an
objective of the Group in delivering its medium-term
target and we continue to manage an active pipeline
of acquisition opportunities to add further scale and
breadth to the existing platform. The management
team is committed to maximising the full potential
of our prior acquisitions and delivering long-term
value for all our stakeholders.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the
Directors’ Report and the financial statements of the
Group and Company, in accordance with Irish law.
Irish law requires the Directors to prepare
financial statements for each financial year. Under
that law, the Directors have elected to prepare
Group financial statements in accordance with
International Financial Reporting Standards (IFRSs),
as adopted by the European Union and Article 4 of
the IAS Regulation and have also chosen to prepare
the parent company financial statements under
IFRSs, as adopted by the European Union.
104
Overview
Strategic Review
Governance
Financial Statements
Under Irish law, the Directors shall not approve the
financial statements unless they are satisfied that
they give a true and fair view of the Group’s and
Company’s assets, liabilities, and financial position as
at the end of the financial year and the profit or loss
of the Group and Company for the financial year.
In preparing these financial statements,
the Directors are required to:
»
Select suitable accounting policies and then
apply them consistently
»
Make judgements and estimates that are
reasonable and prudent
»
State whether the financial statements have been
prepared in accordance with IFRS and ensure that
the financial statements contain the additional
information required by the Companies Act 2014
»
Prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group and Company will
continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to:
»
Correctly record and explain the transactions of
the Group and Company
»
Enable, at any time, the assets, liabilities,
financial position and profit or loss of the Group
and Company to be determined with reasonable
accuracy
»
Enable the Directors to ensure that the financial
statements comply with the Companies Act 2014
and enable those financial statements to be
audited.
The Directors are also responsible for safeguarding
the assets of the Group and the Company
and, hence, for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
Each of the Directors confirm that they consider
the Annual Report and Consolidated Financial
Statements, taken as a whole, to be fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Group and
Company position, performance, business model
and strategy.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
Legislation in Ireland governing the preparation and
dissemination of financial statements may differ
from legislation in other jurisdictions.
Disclosure of Information to Auditors
The Directors in office at the date of this report
have each confirmed that:
»
Insofar as they are aware, there is no relevant
audit information of which the Company’s
statutory auditor is unaware
»
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 Company’s
statutory auditor is aware of that information.
Directors’ Compliance Statement
The Directors acknowledge that they are responsible
for securing the Company’s compliance with its
relevant obligations, as defined in the Companies
Act 2014 (the “Relevant Obligations”).
The Directors confirm that:
(1)
A compliance policy statement setting out the
Company’s policies in respect of compliance by
the Company with its relevant obligations has
been drawn up
(2) Appropriate arrangements or structures that are
designed to secure material compliance with
the Company’s relevant obligations have been
put in place
(3) A review of the arrangements and structures
referred to in point (2) above has been conducted
during the year ended 31 December 2024.
Audit, Risk and Compliance Committee
In accordance with Section 167 of the Companies
Act 2014, the Group has established an Audit,
Risk and Compliance Committee. Full particulars
are provided in the Audit, Risk and Compliance
Committee Report at pages 79 to 84.
Corporate Governance
Statements by the Directors in relation to the Group
and Company’s application of corporate governance
principles and the Group’s system of internal
controls are set out in the Corporate Governance
Report at pages 67 to 78.
Going Concern
The Directors have made appropriate enquiries and
carried out a thorough review of the Group’s forecasts,
projections and available banking facilities taking
account of committed outflows including deferred
contingent consideration and committed capital
expenditure. Consideration was also given to possible
changes in trading performance and potential
business risks. The forecasts indicate significant
liquidity headroom will be maintained above the
Group’s borrowing facilities and applicable financial
covenants will be met throughout the period.
105
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
DIRECTORS’ REPORT
Uniphar plays a significant role in the healthcare
sector, ensuring continuity in the supply and
distribution of much needed medicines, medical
devices and related services.
The Group has a robust capital structure with strong
liquidity, supported into the future by the banking
facility, with a remaining term until August 2027 with
an option to extend by one year and a further option
to extend by an additional year up to August 2029.
Having regard to the factors outlined above, the
Directors have a reasonable expectation that the
Group has adequate resources to continue in
operational existence for the foreseeable future, being
a period of 12 months from the date of approval of
these financial statements. As a result, the Directors
consider that it is appropriate to continue to adopt
the going concern basis in preparing the financial
statements.
Viability Statement
In accordance with Provision 31 of the 2018 UK
Corporate Governance Code, the Directors are
required to assess the prospects of the Group,
explain the period over which we have done so and
state whether we have a reasonable expectation
that the Group will be able to continue in operation
and meet liabilities as they fall due over this period
of assessment.
The Directors have carried out a rigorous review of
the prospects of the Group over the medium-term. In
assessing the prospects of the Group and its ability
to meet its liabilities as they fall due, the Board has
taken account of the Group’s medium-term strategic
planning cycle, capital investment plans, the business
model, and its diverse portfolio. The Directors have
also considered the Group’s strong cash generation,
capital structure and debt facilities in addition to the
principal risks and uncertainties detailed on pages 57
to 62. This included a consideration of the impact of
the current global macroeconomic climate, including
cost inflation and interest rates. The financial position
of the Group, its cash flows, liquidity position and
borrowing facilities are outlined in the Financial
Review on pages 25 to 28.
Period of Viability Assessment
The Directors concluded that three years was an
appropriate period for the assessment. Given the
potential impact of macroeconomic events and
political uncertainty, it is recognised that future
assessments are subject to a level of uncertainty that
increases with time, and therefore future outcomes
cannot be guaranteed or predicted with certainty.
Financial projections are considered to be more
reliable and robust over this period.
Assessment of Viability
The viability of the Group has been assessed, using the
Group Strategic Plan as approved by the Board, building
upon the several divisional management plans as well
as the Group’s strategic goals. It is based on a number
of assumptions concerning macroeconomic growth,
stability in our key markets, and continued access to
capital to support the Group’s ongoing investments.
The strategic plan is subject to stress testing which
involves flexing a number of the main assumptions
underlying the forecast in severe but reasonable
scenarios. Such assumptions are tested by management
and the Directors.
In making this assessment, the Directors have
considered the resilience of the Group, taking account
of its current position and the principal risks facing the
business as outlined in the Risk Management Report
contained in this Annual Report, and the Group’s ability
to manage those risks. The risks have been identified
using a top-down and bottom-up approach, and their
potential impact was assessed having regard to the
effectiveness of controls in place to manage each risk.
In assessing the prospects of the Group such potential
impacts have been considered as having the mitigating
factors in place.
Based on this assessment and the diverse nature of
the Group’s geographies, markets, customer base,
and product portfolio, the Directors have concluded
that they have a reasonable expectation that the Group
will be able to continue in operation and meet its
liabilities as they fall due over the three-year period
of the assessment.
Accounting Records
The measures taken by the Directors to secure
compliance with the Group’s obligation to keep adequate
accounting records are the use of appropriate systems
and procedures and employment of competent persons
as outlined in Sections 281 to 285 of the Irish Companies
Act 2014. The accounting records are kept at 4045
Kingswood Road, Citywest Business Park, Co. Dublin,
D24 V06K.
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Group
and its subsidiaries are outlined on pages 57 to 62.
Financial Risk Management
The Group’s operations expose it to various financial
risks. The Group has a risk management programme
in place which seeks to limit the impact of these risks
on the financial performance of the Group and it is
the policy of the Group to manage these risks in a
non-speculative manner.
The Group’s financial risk management is carried out by
a central finance department under policies approved
by the Board. The Group Finance function identifies,
evaluates and manages financial risks in close
co-operation with the Group’s operating units.
106
Overview
Strategic Review
Governance
Financial Statements
The Board approves written principles for overall risk
management, as well as policies covering specific
areas, such as foreign exchange risk, interest
rate risk, credit risk, use of derivative financial
instruments and non-derivative financial instruments,
and the investment of excess liquidity. The Group
uses financial instruments throughout its business.
Borrowings, cash, and liquid resources are used to
finance the Group’s operations. Trade receivables and
payables arise directly from operations. Further detail
on financial risk management is disclosed in Note 32
to the financial statements.
Forward foreign exchange contracts, where deemed
appropriate, are used to manage currency risks
arising from the Group’s operations.
Finance Interest and Currency Risk
The Group’s procedure is to finance operating
subsidiaries by a combination of retained profits
and, to a lesser extent, non-recourse financing
arrangements, invoice discounting and overdrafts,
and to finance investments with a combination of
Group funds and borrowings. The majority of the
Group’s activities are conducted in Euro. Foreign
exchange exposure arises from transactional currency
exposures arising from the sale and purchase of
goods in currencies other than the Group’s functional
currency (the Euro). The Group takes appropriate
measures to manage its exposure to fluctuating
foreign exchange rates associated with both
transaction activity and the translation into Euro
of its net investment in its non-Euro subsidiaries.
Forward foreign exchange contracts and the holding
of foreign currency cash balances are used to hedge
these currency exposures, where material.
Non-Financial Reporting Statement
Pursuant to the European Union (Disclosure of
Non-Financial and Diversity Information by certain
large undertakings and groups) Regulations 2017
(“Regulations’”), the Group is required to report
on certain non-financial information to provide an
understanding of its development, performance,
position and the impact of its activities, relating
to, at least, environmental matters, social matters,
employee matters, respect for human rights, and
bribery and corruption. The table below provides
additional detail on the information required to be
provided by the Regulations and highlights where the
information has been provided in this Annual Report
and Financial Statements, where applicable.
Reporting
requirements
Our policies
Commentary
Environmental
matters
»
Environmental Policy
»
Sustainability Policy
For further information on the Group’s approach to
Environmental matters, see the Environment and
Sustainability section of our Sustainability Report.
Social and
employee
matters
»
Sustainability Policy
»
Code of Conduct
»
Equity, Diversity & Inclusion Policy
»
Whistleblower Policy
For further information on the Group’s approach to
Social and Employee matters, see the People and
Culture section of this Report and the People &
Workplace section and the Community Involvement
section of our Sustainability Report.
Human rights
»
Supplier Code of Conduct
»
Equity, Diversity & Inclusion Policy
»
Modern Slavery Policy
The Group is committed to conducting all our
activities in accordance with high standards of
business conduct, respecting the fundamental
freedoms and rights of our people. The Group is also
committed to ensuring that our supply chain is free
from human rights abuses, including forced labour,
slavery and trafficking.
Anti-bribery
and corruption
»
Anti-Bribery and Corruption Policy
»
Code of Conduct
»
Whistleblower Policy
»
Conflicts of Interest Policy
The Group does not tolerate any form of bribery,
prohibits facilitation payments, and does not make
political contributions.
Description of the
business model
Details are set out in the Principal Activities and Review of the Development of the Business
section of this report.
Non-financial
key performance
indicators
The Group’s planning and financial reporting procedures include financial and non-financial
Key Performance Indicators (KPIs) which benchmark progress towards our strategic priorities.
KPIs are reviewed and monitored on a regular basis by the Board, the Audit, Risk and
Compliance Committee, or the applicable business manager and are amended to better
reflect the Group’s key performance measures when required. Our KPIs in connection
with the above matters relate to the level of reported breaches of applicable legislation or
incidents reported, of which there were none in the current year.
In addition to the KPIs which are reviewed and monitored at a business level, the Group has a
number of KPIs which are used to monitor the Group’s performance. These KPIs are outlined
further in our key performance indicators section on pages 23 to 24.
Principal risks
Details are set out in the Risk Management section of this report on pages 57 to 62 and
each of the above areas are discussed where relevant.
107
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
DIRECTORS’ REPORT
EU TAXONOMY
Background
The EU taxonomy is part of the EU’s overall efforts to
reach the objectives of the European Green Deal. The
EU Taxonomy Regulation allows companies to share a
common definition of economic activities that can be
considered environmentally sustainable by providing a
classification system for sustainable activities, to help
direct investments towards sustainable projects and
activities. It establishes a list of sustainable economic
activities which contribute meaningfully towards
several environmental objectives. In the following
section, the Group has outlined information on the
extent to which the Group’s activities are eligible and
aligned under this taxonomy.
Uniphar acknowledges that this regulation is
continuing to evolve and has therefore adopted a
conservative approach in calculating the KPIs below.
Economic Activity
In assessing eligibility, we looked at the activities
of the Group and whether these fall within the
scope of the economic activities outlined under
the taxonomy regulation. Uniphar’s core business
includes the supply of pharmaceutical and medical
device products, which are not currently listed as
eligible activities.
To support our core business activities, we carry out
some ancillary services and we have looked at our
investment in these areas to understand if these
qualify as eligible.
Accounting Policies
Turnover
While the supply of pharmaceutical and medical
device products was deemed non-eligible, we
reviewed the Group’s divisions against those
economic activities currently within the scope of the
taxonomy regulation and, through this assessment,
we determined that Uniphar had no eligible turnover
in 2024 and therefore no alignment.
Capital expenditure
Our assessment was on investment in eligible
economic activities listed within the regulation.
This included projects involving building renovations
to improve existing distribution facilities and the
installation, maintenance and repair of energy
efficiency equipment. Projects were allocated to
distinct categories to avoid double counting.
Operating Expenditure
A detailed review was undertaken of our Operating
Expenditure against those economic activities that are
currently within the scope of the taxonomy regulation,
and it was concluded that Uniphar had no eligible
operating expenditure in 2024 and no taxonomy
alignment in 2024.
Key Performance Indicators
In the 2024 reporting period, Uniphar had no turnover
associated with eligible activities. The proportion of
eligible operating expenditure was also deemed to be
nil. Eligible capital expenditure was deemed to be 3.6%.
Turnover
With no eligible turnover (numerator) and using a base
of our total turnover (denominator), as reported in our
Income Statement, we established the proportion of
eligible turnover to be 0%.
Capital expenditure
Comparing these eligible capital additions (numerator) to
our additions of intangible assets and property, plant and
equipment, and right of use assets as reported in Notes
11 and 12 in our financial statements (denominator), the
share of capital expenditure associated with Taxonomy-
eligible economic activities was approximately 3.6%.
This does not include business combinations in the year.
Uniphar’s share of capital expenditure associated with
Taxonomy-aligned economic activities was 0%.
Operating Expenditure
It is notable that Opex used in the EU Taxonomy
framework differs from what is considered traditional
reporting in financial statements. The purpose of this
KPI is to encapsulate non-capitalised costs which relate
to investments and processes. More specifically, the
EU taxonomy-aligned operating expenditure refers to
costs related to, research and development, building
renovation measures, short-term lease, maintenance
and repair and any other direct expenditures. Having
identified no eligible expenditure within this category
(numerator) and using the total operating expenditure
(denominator) as defined in the EU Taxonomy Regulation,
we established the proportion of eligible operating
expenditure to be 0%. Uniphar’s share of operating
expenditure associated with Taxonomy-aligned economic
activities was 0%.
Taxonomy Alignment
Having identified certain taxonomy eligible economic
activities, we did not identify any activities which
met all of the alignment criteria of the EU Taxonomy
Regulations.
Category
Taxonomy
Eligible
Taxonomy
Aligned
Turnover
0.0%
0.0%
Capital Expenditure
3.6%
0.0%
Operating Expenditure
0.0%
0.0%
This taxonomy information has been provided on
a voluntary basis. We will comply with the full
requirements of the taxonomy when applicable
and have provided this information recognising our
commitment to sustainability, and as we transition
to being in the scope of CSRD reporting, additional
information will be provided in our annual reports.
108
Overview
Strategic Review
Governance
Financial Statements
Substantial Holdings
The table below shows all notified shareholdings in excess of 3% of the issued ordinary share
capital of the Company as at 31 December 2024 and 21 February 2025, being the closest possible
date to the date of signing of this report:
Directors, Secretary and their Interests in Shares
The names of the persons who, at any time in
the twelve months to 31 December 2024, were
Directors are set out below:
M. Pratt
J. Berkowitz
G. Rabbette
J. Gaul
T. Dolphin
L. Hoctor
P. Hogan
V. Sick
S. Webb
The beneficial interests, including family interests,
of the Directors and Company Secretary of Uniphar
plc in office at 31 December 2024 in the share capital
of Uniphar plc and subsidiary undertakings were:
Ordinary
shares
31 December 2024
Number
31 December 2023
Number
G. Rabbette
7,800,107
7,800,107
T. Dolphin
5,692,175
5,692,175
The Directors and Secretary who hold less than 1% of
the Company’s issued share capital are not disclosed,
as the Company is exempt from this disclosure under
Section 260, Companies Act 2014. For further details
on Director’s share awards under LTIP schemes, see
the Remuneration Committee Report.
Political Donations
The Electoral Act 1997 (as amended by the Electoral
Political Funding Act 2012) requires companies to
disclose all political donations to any individual party
over €200 in value made during the financial year.
The Directors, on enquiry, have satisfied themselves
that no such donations in excess of this amount have
been made by the Group or any of its subsidiaries.
Events after the Balance Sheet Date
The Board has approved to commence, but not
yet contracted, the launch of a share buyback
programme subject to market conditions.
There have been no other material events
subsequent to 31 December 2024 that would require
adjustment to or disclosure in this report.
Dividends
Following another set of positive results for the
Group, the Directors are proposing a final dividend of
€3.4m. Together with the interim dividend of €1.8m,
paid in October 2024, this brings the total dividend
for the year to €5.2m, which is an increase of 5% on
2023. Subject to approval at the AGM, the proposed
dividend will be paid to ordinary shareholders on
16 May 2025.
The Board has adopted a progressive dividend
policy, to reflect the expectation of future cash flow
generation and the long-term earnings potential of
the Group.
Auditors
The independent auditors, PricewaterhouseCoopers,
have indicated their willingness to continue in office.
On behalf of the Board:
M. Pratt G. Rabbette
21 February 2025
31 December 2024
Number of shares
% Holding
Number of shares
% Holding
Allianz Global Investors
33,720,723
12.4%
33,720,723
12.4%
Polar Capital
20,465,880
7.5%
20,465,880
7.5%
Sisk Family
12,672,336
4.6%
12,672,336
4.6%
SwedBank Robur
12,190,000
4.5%
12,190,000
4.5%
Mackenzie Investments
11,153,068
4.1%
11,153,068
4.1%
Amundi Asset Management
9,784,693
3.6%
9,784,693
3.6%
Uniphar Plc Annual Report 2024
Uniphar Plc Annual Report 2024
109
Uniphar Plc Annual Report 2024
Financial
Statements
111
Independent Auditors’ Report
119
Group Income Statement
120
Group Statement of Comprehensive Income
121
Group Balance Sheet
122
Company Balance Sheet
123
Group Statement of Changes in Equity
124
Company Statement of Changes in Equity
125
Group Cash Flow Statement
126
Company Cash Flow Statement
127
Accounting Policies
140 Notes to the Financial Statements
198
Alternative Performance Measures
203 Glossary of Terms
Overview
Strategic Review
Governance
Financial Statements
110
111
Uniphar Plc Annual Report 2024
Report on the audit of the financial statements
Opinion
In our opinion, Uniphar plc’s Group financial statements and Company financial statements
(the “financial statements”):
»
give a true and fair view of the Group’s and the Company’s assets, liabilities and financial position as at
31 December 2024 and of the Group’s profit and the Group’s and the Company’s cash flows for the year
then ended;
»
have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”)
as adopted by the European Union and, as regards the Company’s financial statements, as applied in
accordance with the provisions of the Companies Act 2014; and
»
have been properly prepared in accordance with the requirements of the Companies Act 2014.
We have audited the financial statements, included within the Annual Report, which comprise:
»
the Group and Company Balance Sheets as at 31 December 2024;
»
the Group Income Statement for the year then ended;
»
the Group Statement of Comprehensive Income for the year then ended;
»
the Group and Company Cash Flow Statements for the year then ended;
»
the Group and Company Statements of Changes in Equity for the year then ended;
»
the accounting policies; and
»
the notes to the financial statements.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”)
and applicable law. Our responsibilities under ISAs (Ireland) 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 provide 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 Ireland, which includes IAASA’s Ethical Standard as applicable to listed
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC
112
Overview
Strategic Review
Governance
Financial Statements
Our audit approach
Overview
Materiality
Audit
scope
Key audit
matters
Overall materiality
»
€3.1 million (2023: €2.6 million) – Group financial statements
»
Based on c. 5% of profit before tax, before exceptional items.
»
€3.2 million (2023: €2.7 million) – Company financial statements
»
Based on c. 1% of net assets.
Performance materiality
»
€2.3 million (2023: €2.0 million) – Group financial statements.
»
€2.4 million (2023: €2.0 million) – Company financial statements.
Audit scope
»
The Group has three operating segments: Uniphar Supply Chain & Retail,
Uniphar Pharma and Uniphar Medtech. Each of these consists of a number of
reporting components.
»
We performed full scope audits of the complete financial information of seven
reporting components, which in our view required an audit of their complete financial
information due to their size and financial significance to the Group or risk factors.
»
In addition, specified audit procedures on selected account balances, classes of
transactions or disclosures were performed at 10 other reporting components within
the Group. We also performed audit work on balances that are managed centrally
at Group.
»
Our audit work accounted for in excess of 75% of Revenues, in excess of 70% of Profit
before tax before exceptional items and in excess of 75% of Total assets of the Group.
Key audit matters
»
Goodwill impairment assessment.
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. In particular, we looked at where the directors made subjective judgements,
for example in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of
management override of internal controls, including evaluating whether there was evidence of bias by the
directors that represented a risk of material misstatement due to fraud.
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.
This is not a complete list of all risks identified by our audit.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED)
113
Uniphar Plc Annual Report 2024
Key audit matter
How our audit addressed the key audit matter
Goodwill impairment assessment
Refer to “Intangible assets” and “Impairment of assets”
on page 130 of the Accounting policies, “Impairment of
goodwill and other non-current assets (Estimation)” in
note 1 “Significant estimates and judgements” and note
11 “Intangible Assets”.
The carrying value of goodwill at 31 December 2024
is c. €508m, representing approximately 36% of the
Group’s total assets.
The carrying amount of goodwill attributed to each
group of Cash Generating Units (“CGUs”) is tested
for impairment annually, or more frequently if events
or changes in circumstances indicate that it might
be impaired.
As set out in note 11, the group completed an
internal reorganisation in the year which resulted in
a reallocation of goodwill between groups of CGUs
within the Uniphar Pharma segment using a relative
fair value approach.
As set out in note 11 management concluded there
were no impairments in the year.
We determined this to be a key audit matter due
to the level of judgement required by management
in determining the recoverable amount of goodwill,
and the assumptions used in the calculation of its
value‑in‑use.
Key assumptions used to develop the estimation of
value-in-use at 31 December 2024 include the growth
rates for revenue and cost inflation included in the
cashflow forecasts, long term growth rates and the
discount rates.
We considered management’s impairment model for
each group of CGUs and evaluated the methodology
used and the key assumptions therein. We also tested
the mathematical accuracy of the impairment models.
We agreed the estimated future cash flows, which
includes the budget for 2025 to 2026 and management
forecasts for 2027 to 2029, to Board approved plans.
We assessed the reasonableness of the growth rates
for revenue and cost inflation included in the cash
flow forecasts by reference to historical performance
and current market conditions. We evaluated
the discount rates and long-term growth rates
used by management, with the assistance of PwC
valuation experts.
We evaluated the sensitivity analysis performed by
management and also performed additional sensitivity
analysis using alternative reasonably possible
assumptions used in estimating the value-in-use.
We assessed the consistency of the reallocation of
goodwill between groups of CGUs within the Uniphar
Pharma segment with the changes in management
reporting within the Uniphar Pharma segment.
In addition to the consideration of the assumptions
used in the estimation of the relative fair value
calculations as part of the overall impairment testing
as described above, we also tested the mathematical
accuracy of the relative fair value calculation used to
reallocate goodwill between groups of CGUs within the
Uniphar Pharma segment.
Based on the results of our procedures we were
satisfied that no impairment charge was required.
We also assessed the appropriateness of the
disclosures in note 11 regarding the impairment
assessment of goodwill.
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 industry in which the Group operates.
The Group is structured along three operating segments being Uniphar Supply Chain & Retail, Uniphar
Pharma and Uniphar Medtech. Each operating segment comprises a number of reporting components.
The group has 75 reporting components across the three operating segments. In establishing the overall
approach to the Group audit, we identified seven reporting components which in our view required an
audit of their complete financial information due to their size and financial significance to the Group or risk
factors. In addition, specified audit procedures on selected account balances, classes of transactions or
disclosures were performed at 10 other reporting components within the Group.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED)
114
Overview
Strategic Review
Governance
Financial Statements
The Group engagement team performed the audit of certain FSLIs managed centrally by the Group.
These procedures included, amongst others, procedures over IT systems, deferred contingent consideration,
leases, the consolidation process and areas of judgement including the key audit matter noted above.
Our audit work accounted for in excess of 75% of Revenues, in excess of 70% of Profit before tax before
exceptional items, and in excess of 75% of Total assets of the Group.
In establishing the overall approach to the Group audit, we determined the type of work that needed to
be performed at the components by us, as the Group engagement team, and by PwC Netherlands, as the
Component auditor, under our instruction. The Group engagement team was responsible for the scope
and direction of the audit. In respect of the work performed by the component auditor, we determined the
level of involvement the Group engagement team needed to have to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for our opinion on the financial statements as
a whole.
In the current year, the Group engagement team visited a component in the Netherlands. In addition
to site visits, senior members of the Group engagement team used video conferencing to facilitate our
oversight of the component auditor’s work and had video meetings and discussions with the component
management and audit team. The Group engagement team interacted regularly with the component team
during all stages of the audit. The meetings with our component team confirmed their audit approach and
involved discussing and understanding the significant audit risk areas, obtaining updates on local laws and
regulations and other relevant matters.
In addition, we received a detailed memorandum of examination on work performed and relevant findings in
addition to an audit report that supplemented our understanding of the component. The Group engagement
team also reviewed certain audit working papers in the component audit file. Post audit conference calls
were also held with the component auditor to discuss their audit findings.
This together with audit procedures performed by the Group engagement team gave us the comfort we
required in respect of our audit of the financial statements as a whole.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. 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:
Group financial statements
Company financial statements
Overall materiality
€3.1 million (2023: €2.6 million).
€3.2 million (2023: €2.7 million).
How we determined it
c. 5% of profit before tax, before
exceptional items.
c. 1% of net assets.
Rationale for benchmark
applied
The Group is profit-oriented and profit
before tax, before exceptional items is one
of the key metrics used by shareholders
in reviewing performance of the Group.
We consider this to be the most
appropriate relevant performance metric
for the shareholders of the Group.
We consider net assets to be the
appropriate benchmark given the Company
is a holding Company with its main activity
being the management of investments
in subsidiaries.
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% of overall materiality, amounting to €2.3 million (Group audit) and
€2.4 million (Company audit).
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED)
115
Uniphar Plc Annual Report 2024
In determining the performance materiality, we considered a number of factors – the history of
misstatements, risk assessment 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 €0.1 million (Group audit) (2023: €0.1 million) and €0.1 million (Company audit) (2023: €0.1 million)
as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the
going concern basis of accounting included:
»
Obtaining management’s going concern assessment and evaluating the budgets and forecasts for the
going concern assessment period (being the period of twelve months from the date on which the financial
statements are authorised for issue) and challenging the key assumptions. In evaluating these forecasts
we considered the Group’s historic performance, current market conditions and the Board approved
future capital expenditure;
»
Testing the mathematical integrity of the budgets and forecasts and the models and reconciling these to
Board approved budgets;
»
Considering whether the assumptions underlying the budgets and forecasts were consistent with related
assumptions used in testing for goodwill impairment; and
»
Considering the Group’s available financing facilities and maturity profile of the Group’s debt to assess
liquidity through the going concern assessment period.
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 or the Company’s
ability to continue as a going concern for a period of at least twelve months from the date on which 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 or the Company’s ability to continue as a going concern.
In relation to the Company’s voluntary reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going concern basis
of accounting.
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, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
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.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED)
116
Overview
Strategic Review
Governance
Financial Statements
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED)
With respect to the Directors’ Report, we also considered whether the disclosures required by the
Companies Act 2014 (excluding the information included in the “Non Financial Statement” as defined by
that Act on which we are not required to report) have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit,
ISAs (Ireland) and the Companies Act 2014 require us to also report certain opinions and matters as
described below.
»
In our opinion, based on the work undertaken in the course of the audit, the information given in the
Directors’ Report (excluding the information included in the “Non Financial Statement” on which we are
not required to report) for the year ended 31 December 2024 is consistent with the financial statements
and has been prepared in accordance with the applicable legal requirements.
»
Based on our knowledge and understanding of the Group and Company and their environment obtained in
the course of the audit, we did not identify any material misstatements in the Directors’ Report (excluding
the information included in the “Non Financial Statement” on which we are not required to report).
Corporate Governance Statement
As a result of the directors’ voluntary reporting we are required by ISAs (Ireland) to review the directors’
statements in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance
Code (the “Code”) specified for our review. Our additional responsibilities with respect to the Corporate
Governance Statement as other information are described in the Reporting on other information section
of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the Corporate Governance Statement is materially consistent with the financial statements and our
knowledge obtained during the audit and we have nothing material to add or draw attention to in relation to:
»
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal
risks;
»
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to
identify emerging risks and an explanation of how these are being managed or mitigated;
»
The directors’ statement in the financial statements about whether they considered it appropriate to
adopt the going concern basis of accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
»
The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate; and
»
The directors’ statement as to whether they have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group was substantially
less in scope than an audit and only consisted of making inquiries and considering the directors’ process
supporting their statement; checking that the statement is in alignment with the relevant provisions of the
UK Corporate Governance Code; and considering whether the statement is consistent with the financial
statements and our knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial statements and
our knowledge obtained during the audit:
»
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and
Company’s position, performance, business model and strategy;
»
The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems; and
»
The section of the Annual Report describing the work of the Audit Committee.
117
Uniphar Plc Annual Report 2024
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to
the Company’s compliance with the Code does not properly disclose a departure from a relevant provision
of the Code specified under the Listing Rules for review by the auditors.
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 set out on pages 103 and 104, 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.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
Company’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
the Company 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 assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (Ireland) 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 applicable healthcare regulations, and we considered
the extent to which non-compliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the preparation of the financial
statements such as the Companies Act 2014 and taxation legislation. We evaluated management’s
incentives and opportunities for fraudulent manipulation of the financial statements (including the risk
of override of controls), and determined that the principal risks were related to posting manual journal
entries to manipulate financial performance, management bias in relation to judgements and assumptions
in significant accounting estimates and accounting for one-off or unusual transactions. Audit procedures
performed by the engagement team included:
»
Discussions with the Audit Risk & Compliance Committee, the Company Secretary, members of the
Quality team, other senior members of management and internal audit, including consideration of known
or suspected instances of non-compliance with laws and regulations and fraud;
»
Inspection of meeting minutes of the Board and the Audit Risk & Compliance Committee;
»
Consideration of legal expense accounts to identify significant legal spend that may be indicative of
non‑compliance with laws and regulations arising from irregularities, including fraud;
»
Identifying and testing journal entries, including non standard revenue entries based on our risk
assessment;
»
Challenging assumptions and judgements made by management in determining significant accounting
estimates (because of the risk of management bias), and accounting for one-off transactions, in particular
in relation to the key audit matters noted above; and
»
Incorporating elements of unpredictability into the audit procedures performed.
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 misrepresentations, or through collusion.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED)
118
Overview
Strategic Review
Governance
Financial Statements
Our audit testing might include testing complete populations of certain transactions and balances, possibly
using data auditing 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 IAASA
website at:
https://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f- a98202dc9c3a/Description_of_auditors_
responsibilities_for_audit.pdf
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 section 391 of the Companies Act 2014 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 Act 2014 opinions on other matters
»
We have obtained all the information and explanations which we consider necessary for the purposes
of our audit.
»
In our opinion the accounting records of the Company were sufficient to permit the Company financial
statements to be readily and properly audited.
»
The Company Balance Sheet is in agreement with the accounting records.
Other exception reporting
Directors’ remuneration and transactions
Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of
directors’ remuneration and transactions specified by sections 305 to 312 of that Act have not been made.
We have no exceptions to report arising from this responsibility.
Prior financial year Non-Financial Statement
We are required to report if the Company has not provided the information required by Regulation 5(2)
to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large
undertakings and groups) Regulations 2017 in respect of the prior financial year. We have nothing to report
arising from this responsibility.
Damian Byrne
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Dublin
24 February 2025
»
The maintenance and integrity of the Uniphar plc website is the responsibility of the directors; the work
carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors
accept no responsibility for any changes that may have occurred to the financial statements since they
were initially presented on the website.
»
Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED)
119
Uniphar Plc Annual Report 2024
GROUP INCOME STATEMENT
Year Ended 31 December 2024
Notes
2024
Pre-
exceptional
€’000
2024
Exceptional
(Note 4)
€’000
2024
Total
€’000
2023
Pre-
exceptional
€’000
2023
Exceptional
(Note 4)
€’000
2023
Total
€’000
Revenue
2
2,770,429
–
2,770,429
2,553,062
–
2,553,062
Cost of sales
(2,342,825)
–
(2,342,825) (2,163,078)
–
(2,163,078)
Gross profit
427,604
–
427,604
389,984
–
389,984
Selling and distribution costs
(82,018)
–
(82,018)
(76,976)
–
(76,976)
Administrative expenses
(260,936)
(5,556)
(266,492)
(235,648)
(8,865)
(244,513)
Other operating income/(expense)
3
500
2,395
2,895
395
(1,182)
(787)
Operating profit
85,150
(3,161)
81,989
77,755
(10,047)
67,708
Finance cost
7
(25,917)
17,625
(8,292)
(25,024)
9,624
(15,400)
Finance income
7
1,897
–
1,897
590
–
590
Profit before tax
61,130
14,464
75,594
53,321
(423)
52,898
Income tax expense
8
(11,239)
(119)
(11,358)
(8,834)
1,084
(7,750)
Profit for the financial year
49,891
14,345
64,236
44,487
661
45,148
Attributable to:
Owners of the parent
64,203
44,815
Non-controlling interests
27
33
333
Profit for the financial year
64,236
45,148
Attributable to:
Continuing operations
64,236
45,148
Profit for the financial year
64,236
45,148
Earnings per ordinary share (in cent):
Continuing operations
23.5
16.4
Basic and diluted earnings
per share (in cent)
9
23.5
16.4
120
Overview
Strategic Review
Governance
Financial Statements
GROUP STATEMENT OF COMPREHENSIVE INCOME
Year Ended 31 December 2024
Notes
2024
€’000
2023
€’000
Profit for the financial year
64,236
45,148
Other comprehensive income/(expense)
Items that may be reclassified to the Income Statement:
Unrealised foreign currency translation adjustments
6,380
697
Cumulative exchange difference on translation recycled on disposal
(223)
–
Total comprehensive income for the financial year
70,393
45,845
Attributable to:
Owners of the parent
70,360
45,512
Non-controlling interests
27
33
333
Total comprehensive income for the financial year
70,393
45,845
Attributable to:
Continuing operations
70,393
45,845
Total comprehensive income for the financial year
70,393
45,845
121
Uniphar Plc Annual Report 2024
GROUP BALANCE SHEET
As at 31 December 2024
Notes
2024
€’000
2023
€’000
ASSETS
Non-current assets
Intangible assets – goodwill
11
507,607
517,087
Intangible assets – other assets
11
59,696
44,565
Property, plant and equipment, and right-of-use assets
12
284,796
206,700
Financial assets – investments in equity instruments
13
25
25
Deferred tax asset
14
8,718
11,792
Other receivables
16
1,244
1,458
Total non-current assets
862,086
781,627
Current assets
Inventory
15
201,582
184,549
Trade and other receivables
16
248,882
237,560
Cash and cash equivalents
17
102,992
85,652
Restricted cash
17
294
173
Total current assets
553,750
507,934
Total assets
1,415,836
1,289,561
EQUITY
Capital and reserves
Called up share capital presented as equity
23
21,841
21,841
Share premium
24
176,501
176,501
Share-based payment reserve
28
5,936
3,542
Other reserves
25
8,862
2,705
Retained earnings
26
188,615
128,213
Attributable to owners
401,755
332,802
Attributable to non-controlling interests
27
126
818
Total equity
401,881
333,620
LIABILITIES
Non-current liabilities
Borrowings
18
241,646
222,604
Deferred contingent consideration
19
7,157
31,538
Provisions
20
1,827
1,752
Lease obligations
21
132,612
126,083
Total non-current liabilities
383,242
381,977
Current liabilities
Borrowings
18
9,316
13,168
Deferred contingent consideration
19
32,025
43,523
Lease obligations
21
22,580
20,134
Trade and other payables
22
562,969
490,283
Corporation tax
3,823
6,856
Total current liabilities
630,713
573,964
Total liabilities
1,013,955
955,941
Total equity and liabilities
1,415,836
1,289,561
On behalf of the Board:
M. Pratt
G. Rabbette
122
Overview
Strategic Review
Governance
Financial Statements
COMPANY BALANCE SHEET
As at 31 December 2024
Notes
2024
€’000
2023
€’000
ASSETS
Non-current assets
Intangible assets
11
2,411
2,658
Property, plant and equipment, and right-of-use assets
12
13,300
34,711
Financial assets – investments in subsidiaries
13
336,716
336,052
Financial assets – investments in equity instruments
13
25
25
Deferred tax asset
14
2,436
2,478
Other receivables
16
257
406
Total non-current assets
355,145
376,330
Current assets
Trade and other receivables
16
2,981
4,737
Amounts due from subsidiaries
16
367,874
255,136
Cash and cash equivalents
17
5,285
9,135
Total current assets
376,140
269,008
Total assets
731,285
645,338
EQUITY
Capital and reserves
Called up share capital presented as equity
23
21,841
21,841
Share premium
24
176,501
176,501
Share-based payment reserve
28
5,936
3,542
Other reserves
25
60
60
Retained earnings
26
119,404
66,614
Total equity
323,742
268,558
LIABILITIES
Non-current liabilities
Borrowings
18
220,896
186,854
Lease obligations
21
12,475
34,706
Total non-current liabilities
233,371
221,560
Current liabilities
Deferred contingent consideration
19
–
6
Lease obligations
21
2,273
3,565
Amounts owed to subsidiaries
22
153,943
136,793
Trade and other payables
22
17,956
14,856
Total current liabilities
174,172
155,220
Total liabilities
407,543
376,780
Total equity and liabilities
731,285
645,338
The profit recorded in the financial statements of the Company for the year ended 31 December 2024
was €57,316,000 (2023: €4,978,000). As permitted by Section 304 of the Companies Act 2014, the Income
Statement of the Company has not been separately presented in the financial statements.
On behalf of the Board:
M. Pratt
G. Rabbette
123
Uniphar Plc Annual Report 2024
GROUP STATEMENT OF CHANGES IN EQUITY
Year Ended 31 December 2024
Other Reserves
Share
capital
Share
premium
Share-
based
payment
reserve
Foreign
currency
translation
reserve
Revaluation
reserve
Capital
redemption
reserve
Retained
earnings
Attributable
to non-
controlling
interests
Total
shareholders’
equity
Notes
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
At 1 January 2023
21,841
176,501
718
1,248
700
60
88,476
239
289,783
Profit for the financial year
–
–
–
–
–
–
44,815
333
45,148
Other comprehensive income:
Movement in foreign currency translation reserve
–
–
–
697
–
–
–
–
697
Transactions recognised directly in equity:
Movement in share-based payment reserve
28
–
–
2,824
–
–
–
–
–
2,824
Purchase of non-controlling interest
27
(246)
246
–
Dividends paid
–
–
–
–
–
–
(4,832)
–
(4,832)
At 31 December 2023
21,841
176,501
3,542
1,945
700
60
128,213
818
333,620
At 1 January 2024
21,841
176,501
3,542
1,945
700
60
128,213
818
333,620
Profit for the financial year
–
–
–
–
–
–
64,203
33
64,236
Other comprehensive income:
Movement in foreign currency translation reserve
–
–
–
6,157
–
–
–
–
6,157
Transactions recognised directly in equity:
Movement in share-based payment reserve
28
–
–
2,944
–
–
–
–
–
2,944
Transfer on exercise, vesting or lapse of share‑based
payments
–
–
(550)
–
–
–
550
–
–
Purchase of non-controlling interest
27
–
–
–
–
–
–
725
(725)
–
Dividends paid
–
–
–
–
–
–
(5,076)
–
(5,076)
At 31 December 2024
21,841
176,501
5,936
8,102
700
60
188,615
126
401,881
124
Overview
Strategic Review
Governance
Financial Statements
COMPANY STATEMENT OF CHANGES IN EQUITY
Year Ended 31 December 2024
Other
Reserves
Share
capital
Share
premium
Share-
based
payment
reserve
Capital
redemption
reserve
Retained
earnings
Total
shareholders’
equity
Notes
€’000
€’000
€’000
€’000
€’000
€’000
At 1 January 2023
21,841
176,501
718
60
66,468
265,588
Profit for the financial year
–
–
–
–
4,978
4,978
Transactions recognised directly in equity:
Movement in share-based payment reserve
28
–
–
2,824
–
–
2,824
Dividends paid
–
–
–
–
(4,832)
(4,832)
At 31 December 2023
21,841
176,501
3,542
60
66,614
268,558
At 1 January 2024
21,841
176,501
3,542
60
66,614
268,558
Profit for the financial year
–
–
–
–
57,316
57,316
Transactions recognised directly in equity:
Movement in share-based payment reserve
28
–
–
2,944
–
–
2,944
Transfer on exercise, vesting or lapse of share-based payments
–
–
(550)
–
550
–
Dividends paid
–
–
–
–
(5,076)
(5,076)
At 31 December 2024
21,841
176,501
5,936
60
119,404
323,742
125
Uniphar Plc Annual Report 2024
GROUP CASH FLOW STATEMENT
Year Ended 31 December 2024
Notes
2024
€’000
2023
€’000
Operating activities
Cash inflow from operating activities
29
162,816
82,149
Interest paid
(22,080)
(16,186)
Interest received
1,897
590
Interest paid on lease liabilities
21
(7,235)
(4,884)
Corporation tax payments
(11,130)
(9,158)
Net cash inflow from operating activities
124,268
52,511
Investing activities
Payments to acquire property, plant and equipment – Maintenance
(10,911)
(7,192)
Payments to acquire property, plant and equipment – Strategic projects
(68,643)
(14,066)
(Payments)/Receipts from disposal of property, plant and equipment
(net of disposal expenses)
(180)
991
Receipts from disposal of businesses (net of cash disposed and disposal expenses)
21,934
718
Payments to acquire intangible assets – Maintenance
(6,172)
(3,771)
Payments to acquire intangible assets – Strategic projects
(16,182)
(6,925)
Receipts from disposal of assets held for sale
–
1,600
Payments to acquire subsidiary undertakings (net of cash acquired)
–
(29,809)
Repayment of debt acquired on acquisition of subsidiary undertakings
–
(22,664)
Payments on prior year acquisitions
(254)
(842)
Payment of deferred and deferred contingent consideration
(16,071)
(8,568)
Receipt of deferred consideration receivable
–
100
Net cash outflow from investing activities
(96,479)
(90,428)
Financing activities
Proceeds from borrowings
50,050
35,750
Repayments of borrowings
(33,671)
(1,600)
(Decrease)/increase in invoice discounting facilities
(3,852)
7,278
Movement in restricted cash
30
(121)
(173)
Payment of dividends
(5,076)
(4,832)
Acquisition of further equity in subsidiaries
(483)
(189)
Principal element of lease payments
21
(18,335)
(16,604)
Net cash (outflow)/inflow from financing activities
(11,488)
19,630
Increase/(decrease) in cash and cash equivalents in the year
30
16,301
(18,287)
Foreign currency translation on cash and cash equivalents
1,039
235
Opening balance cash and cash equivalents
17
85,652
103,704
Closing balance cash and cash equivalents
17
102,992
85,652
126
Overview
Strategic Review
Governance
Financial Statements
COMPANY CASH FLOW STATEMENT
Year Ended 31 December 2024
Notes
2024
€’000
2023
€’000
Operating activities
Cash (outflow)/inflow from operating activities
29
(13,690)
25,227
Interest paid
(13,743)
(9,632)
Interest received
530
189
Interest paid on lease liabilities
21
(1,142)
(1,205)
Corporation tax receipts inclusive of loss relief utilised
790
642
Net cash (outflow)/inflow from operating activities
(27,255)
15,221
Investing activities
Payments to acquire property, plant and equipment – Maintenance
–
(16)
Payments to dispose of property, plant and equipment
(net of disposal expenses)
(130)
–
Payments to acquire intangible assets – Maintenance
(552)
(1,012)
Receipt of deferred consideration receivable
–
100
Net cash outflow from investing activities
(682)
(928)
Financing activities
Proceeds from borrowings
50,050
–
Repayments of borrowings
(18,671)
–
Payment of dividends
(5,076)
(4,832)
Principal element of lease payments
21
(2,205)
(2,898)
Acquisition of further equity in subsidiaries
(11)
(189)
Net cash inflow/(outflow) from financing activities
24,087
(7,919)
(Decrease)/increase in cash and cash equivalents in the year
30
(3,850)
6,374
Opening balance cash and cash equivalents
17
9,135
2,761
Closing balance cash and cash equivalents
17
5,285
9,135
127
Uniphar Plc Annual Report 2024
ACCOUNTING POLICIES
Basis of preparation
In accordance with the AIM and Euronext Growth Rules the consolidated financial statements of Uniphar plc
and its subsidiaries (the ‘Group’) have been prepared in accordance with International Financial Reporting
Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to
companies reporting under IFRS, as adopted by the EU and as applied in accordance with the Companies
Act 2014.
Uniphar plc is incorporated in the Republic of Ireland under registration number 224324 with a registered
office at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K.
The parent Company’s financial statements are prepared using accounting policies that are consistent with
the accounting policies applied to the consolidated financial statements by the Group. The accounting
policies are set out below and they have also been applied consistently by all of the Group’s subsidiaries
and joint ventures to all years presented in these financial statements.
The financial statements include the information that is described as being an integral part of the audited
financial statements referred to in the Remuneration Committee Report.
Going concern
The Directors have made appropriate enquiries and carried out a thorough review of the Group’s forecasts,
projections and available banking facilities taking account of committed outflows including contingent
consideration and committed capital expenditure. Consideration was also given to possible changes in
trading performance and potential business risks. The forecasts indicate significant liquidity headroom
will be maintained above the Group’s borrowing facilities and applicable financial covenants will be met
throughout the forecast period.
The Group has a robust capital structure with strong liquidity, supported into the future by the banking
facility, with a remaining term extending to August 2027 with an option to extend by one year and a further
option to extend by an additional year up to August 2029. At 31 December 2024, the headroom on the
undrawn portion of the borrowing facilities (both committed and uncommitted facilities) was €308.4m
(2023: €327.4m).
Having regard to the factors outlined above the Directors have a reasonable expectation that the Group
has adequate resources to continue in operational existence for the foreseeable future, being a period of
12 months from the date of approval of these financial statements. As a result, the Directors consider that
it is appropriate to continue to adopt the going concern basis, in preparing the financial statements.
Basis of consolidation
The Group’s financial statements are prepared for the year ended 31 December 2024. The annual financial
statements incorporate the Company and all of its subsidiary undertakings. A subsidiary undertaking is
consolidated by reference to whether the Group has control over the subsidiary undertaking. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the entity.
The results of all Group undertakings are prepared to the Group’s financial year end. The principal
subsidiaries of the Group are listed in Note 37. The attributable results of acquisitions are included in the
financial statements from the date of acquisition. The results of any subsidiary undertakings disposed of
are included in the Group consolidated Income Statement and Group Cash Flow Statement up to the date
control ceases. Intergroup transactions are eliminated on consolidation in the preparation of the Group’s
financial statements.
128
Overview
Strategic Review
Governance
Financial Statements
ACCOUNTING POLICIES (CONTINUED)
New Standards, Amendments and Interpretations
The Group has applied the following standards and amendments for the first time for its annual reporting
period commencing 1 January 2024:
»
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current liabilities with covenants;
»
Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements;
»
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback.
The amendments listed above did not have any impact on the amounts recognised in prior periods and are
not expected to significantly affect the current or future periods.
New standards and interpretations not yet adopted
The following accounting standards and interpretations have been published but are not mandatory for
31 December 2024 reporting periods and have not been early adopted by the Group:
»
Amendments to IAS 21 to clarify the accounting when there is a lack of exchangeability;
»
Amendments to IFRS 9 and IFRS 7 – Amendments to the classification and measurement of
Financial Instruments;
»
IFRS 8 – Presentation and Disclosure in Financial Statements;
»
IFRS 19 – Subsidiaries without Public Accountability: Disclosures.
These standards are not expected to have a material impact in the current or future reporting periods or on
foreseeable future transactions.
Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
»
Investments in equity, financial assets and liabilities, certain classes of property, plant and equipment –
measured at fair value.
The preparation of financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and
expenses, during the reporting period. Actual results could differ from those estimates. The areas involving
a high degree of judgement or complexity, or areas where assumptions and estimates are significant in
relation to the consolidated financial statements are set out in Note 1.
129
Uniphar Plc Annual Report 2024
ACCOUNTING POLICIES (CONTINUED)
Foreign currency translation
(i) Functional currency and presentational currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the functional currency).
The functional currency of the parent company is Euro (€). The consolidated financial statements and
parent company financial statements are presented in Euro (€).
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
at the dates of the transactions. 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 the Income Statement.
Foreign exchange gains and losses are presented in the Income Statement on a net basis within
administrative expenses.
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 equities held at fair value through the Income
Statement are recognised in the Income Statement as part of the fair value gain or loss and translation
differences on non-monetary assets such as equities classified as investments in equity instruments are
recognised in Other Comprehensive Income (‘OCI’).
(iii) Foreign currency translation
The results of each of the Group’s entities with non-Euro functional currencies are translated into Euro
at average exchange rates for the year when they are a reasonable approximation of the cumulative
effect of the rates on transaction dates and the related Balance Sheets are translated at the closing
rate. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and translated at the closing rate. All resulting exchange
differences are recognised in Other Comprehensive Income and taken to a separate reserve within
equity. When a foreign entity is disposed of outside the Group, such exchange differences are recognised
in the Income Statement as part of the gain or loss on disposal.
(iv) Net investment hedge
Net investment hedges are foreign currency borrowings used to finance or provide a hedge against Group
equity investments in non-Euro denominated operations, to the extent that they are neither planned nor
expected to be repaid in the foreseeable future or are expected to provide an effective hedge of the net
investment. When the hedge is deemed to be effective, foreign exchange differences are taken directly
to the foreign currency translation reserve. The ineffective portion of any gain or loss on the hedging
instrument is recognised immediately in the Income Statement. Cumulative gains and losses remain in
equity until disposal of the net investment in the foreign operation at which point the related differences
are transferred to the Income Statement, as part of the overall gain or loss on sale.
Intangible assets
(i) Goodwill
Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised, but
it is tested for impairment annually, or more frequently if events or changes in circumstances indicate
that it might be impaired and is carried at cost less accumulated impairment losses. Goodwill is
allocated to cash-generating units for the purpose of impairment testing. The allocation is made to
those cash-generating units or groups of cash-generating units that are expected to benefit from the
business combination in which the goodwill arose. The units or groups of units are identified at the
lowest level at which goodwill is monitored for internal management purposes. When a reorganisation
occurs that materially changes the reporting structure such that the composition of CGUs changes,
goodwill is reallocated using a relative fair value approach unless an alternative method of allocation
is more appropriate.
130
Overview
Strategic Review
Governance
Financial Statements
ACCOUNTING POLICIES (CONTINUED)
(ii) Computer software
Computer software, including computer software that is not an integrated part of an item of computer
hardware and cloud computing arrangements, is stated at cost less any accumulated amortisation
and any accumulated impairment losses. Cost comprises purchase price and any other directly
attributable costs.
Computer software is recognised if it meets the following criteria:
»
An asset can be separately identified
»
It is probable that the asset created will generate future economic benefits
»
The development cost of the asset can be measured reliably
»
It is probable that the expected future economic benefits that are attributable to the asset will flow
to the entity
»
The cost of the asset can be measured reliably.
Costs relating to the development of computer software for internal use are capitalised, once the
recognition criteria outlined above are met. Computer software is amortised using the straight-line
method over its expected useful lives of between three and ten years to the Income Statement from
the date the assets are ready for use.
(iii) Trademarks and licences
Trademarks and licences are shown at historical cost. Trademarks and licences have a finite useful life
and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line
method to allocate the cost of trademarks and licences over their estimated useful lives of five years.
(iv) Intangible Assets – Acquired
Intangible assets that are acquired by the Group in a business combination are stated at cost less
accumulated amortisation and impairment losses, when separable or arising from contractual or other
legal rights and when they can be measured reliably.
Intangible assets are amortised using the straight-line method. The Brand names are amortised over the
expected useful life of ten years, the Technology assets are amortised over the expected useful life of
five years and the Customer relationships are amortised over five years.
Amortisation periods, useful lives, expected patterns of consumption and residual values are reviewed
at each financial year end. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset are accounted for by changing the amortisation
period or method as appropriate on a prospective basis.
Impairment of assets
Goodwill has an indefinite useful life, is not subject to amortisation and is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it 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 purposes 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). Goodwill impairment testing is
performed for groups of cash generating units that are expected to benefit from the synergies of a business
combination. Non-financial assets other than goodwill that suffered an impairment previously are reviewed
for possible reversal of the impairment at the end of each reporting period.
131
Uniphar Plc Annual Report 2024
ACCOUNTING POLICIES (CONTINUED)
Property, plant and equipment
Property, plant and equipment are stated at cost or deemed cost, as appropriate, less accumulated
depreciation. Freehold property in Ireland was revalued to fair value and measured on the basis of deemed
cost on the date of transition to IFRS being the revalued amount at the date of that revaluation less
accumulated depreciation.
Depreciation is calculated in order to write off the cost of property, plant and equipment, other than land
and assets under construction, over their estimated useful lives on a straight-line basis.
The estimated useful lives of property, plant and equipment by reference to which depreciation has been
calculated are as follows:
Freehold buildings
50 years
Leasehold improvements
10 years
Plant and equipment
3 – 10 years
Fixtures and fittings
10 years
Computer equipment
3 – 5 years
Motor vehicles
5 years
Instruments
3 years
Land is not being depreciated.
Right-of-use assets
Property, plant and equipment and intangible assets recognised as a right-of-use asset in accordance with
IFRS 16 are depreciated over the right-of-use asset’s useful life on a straight-line basis. The average useful
life of each of the right-of-use asset classes are as follows:
Leasehold buildings
15 years
Plant and equipment
3 years
Motor vehicles
3 years
Assets held for sale
Non-current assets that are expected to be recovered principally through sale, rather than continuing use,
and meet the IFRS 5 criteria are classified as held for sale. These assets are shown in the Balance Sheet
at the lower of their carrying amount and fair value less any costs to sell. Impairment losses on initial
classification as non-current assets held for sale and subsequent gains or losses on re-measurement are
recognised in the Income Statement.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are
capitalised as part of the cost of that asset for the period of time that is necessary to complete and prepare
the asset for its intended use. All other borrowing costs are recognised as an expense in the Income
Statement in the period in which they are incurred.
Financial assets – Investments in subsidiaries
Investments in subsidiaries are stated at cost less any accumulated impairment and are reviewed for
impairment if there are indications that the carrying amount may not be recoverable. They are assessed for
impairment annually, as part of the Group’s overall impairment assessment.
132
Overview
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ACCOUNTING POLICIES (CONTINUED)
Investments and other financial assets and liabilities
(i) Classification
The Group classifies its financial assets in the following measurement categories:
»
Those to be measured subsequently at fair value (either through OCI or through profit or loss);
»
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.
(ii) Recognition and derecognition
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.
(iii) 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 the profit or loss, transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at fair value through the
profit or loss are expensed in the Income Statement.
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 instruments:
»
Amortised cost: Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortised cost. Interest
income from these financial assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in the Income Statement and
presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses
are presented as a separate line item in the Income Statement;
»
Fair value through Other Comprehensive Income (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 gains or losses, interest income and
foreign exchange gains and losses which are recognised in the Group Income Statement. When the
financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified
from equity to the Group Income Statement; and
»
Fair value through profit or loss (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 the Group Income Statement in the period in which it arises.
Loans and receivables
Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued.
The liability is initially measured at fair value and subsequently at the higher of:
»
the amount determined in accordance with the expected credit loss model under IFRS 9 Financial
Instruments; and
»
the amount initially recognised less, where appropriate, the cumulative amount of income recognised
in accordance with the principles of IFRS 15 Revenue from Contracts with Customers.
The fair value of financial guarantees is determined based on the present value of the difference in cash
flows between the contractual payments required under the debt instrument and the payments that
would be required without the guarantee, or the estimated amount that would be payable to a third
party for assuming the obligations. Where guarantees in relation to loans or other payables of associates
are provided for no compensation, the fair values are accounted for as contributions and recognised as
part of the cost of the investment.
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ACCOUNTING POLICIES (CONTINUED)
Equity instruments
Investments in equity instruments are subsequently carried at fair value through OCI. Gains or losses
arising from changes, due to both translation differences and other changes, in the fair value are
recognised in OCI.
Details on how the fair value of financial instruments is determined are disclosed in Note 32.
(iv) 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 increase 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.
(v) Income recognition
Interest income
Interest income is recognised in the Income Statement, as it accrues, using the effective interest method.
Dividends
Dividends are recognised as revenue when the right to receive payment is established. This applies
even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for
impairment, as a consequence.
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is
the date on which control is transferred to the Group. Under the acquisition method, the assets, liabilities
and contingent liabilities of an acquired business are initially recognised at their fair value at the date
of acquisition.
The Group measures goodwill at the acquisition date as:
»
The fair value of the consideration transferred; plus
»
The recognised amount of any non-controlling interests in the acquiree; plus
»
If the business combination is achieved in stages, the fair value of the pre-existing equity interest in the
acquiree; less
»
The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in the Income Statement.
The cost of a business combination is measured as the aggregate of the fair values of any assets transferred,
liabilities incurred or assumed, and equity instruments issued in exchange for control. The consideration
transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts
are generally recognised in the Income Statement.
The fair value attributable to any non-controlling interest arising on an acquisition is calculated based
on the non-controlling interest share of the identifiable net assets at the date of acquisition. When less
than 100% of the issued share capital of a subsidiary is acquired and the acquisition includes an option to
purchase the remaining share capital of the subsidiary, the terms of the option contract are analysed to
assess whether they provide the Group or the non-controlling interest with access to the risks and rewards
associated with the actual ownership of the shares. The non-controlling interest is recognised if risks and
rewards associated with ownership have been retained by the non-controlling interest. The non‑controlling
interest is not recognised if the risks and rewards associated with ownership have transferred to the
Group, the transaction is accounted for as if the Group had acquired the non-controlling interests at
the date of entering into the option (‘the anticipated acquisition method’). In both scenarios, a liability is
recognised within deferred contingent consideration equal to the fair value of the option and this is revised
to fair value at each reporting date with differences being recorded in the Income Statement.
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ACCOUNTING POLICIES (CONTINUED)
Where a business combination agreement provides for an adjustment to the cost of the combination,
which is contingent on future events, the deferred contingent consideration payable is measured at fair
value at the acquisition date. If the deferred contingent consideration is classified as equity, then it is not
remeasured, and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value
of the deferred contingent consideration are recognised in the Income Statement.
When share-based payment awards (replacement awards) are required to be exchanged for awards held by
the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount
of the acquirer’s replacement awards is included in measuring the consideration transferred in the business
combination. This determination is based on the market-based value of the replacement awards compared
with the market-based value of the acquiree’s awards and the extent to which the replacement awards
relate to past and/or future service.
When the initial accounting for a business combination is determined provisionally, any adjustments to the
provisional values allocated to the identifiable assets and liabilities are made within twelve months of the
acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities that the Group
incurs in connection with completed business combinations, are expensed as incurred.
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 the Income Statement 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 Balance Sheet when the obligation specified in the contract is discharged,
cancelled, or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in the Income Statement as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
Cash and cash equivalents
For the purpose of presentation in the Cash Flow Statement, cash and cash equivalents includes cash
on hand, deposits held at call with financial institutions, other short-term highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value, and bank overdrafts.
Share capital
Ordinary shares are classified as equity. Proceeds from the issue of ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are recognised directly in
retained earnings within equity, net of any tax effects.
Leases
The Group leases various properties, plant and equipment and motor vehicles. Rental contracts are
typically made for fixed periods of one to thirty years but may have extension options as described below.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
The lease agreements do not impose any covenants, but leased assets may not be used as security for
borrowing purposes.
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ACCOUNTING POLICIES (CONTINUED)
Leases are recognised in accordance with IFRS 16 as a right-of-use asset and a corresponding liability at the
date at which the leased asset is available for use by the Group. Each lease payment is allocated between
the liability and finance cost. The finance cost is charged to the Income Statement over the lease period
to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The right-of-use asset is depreciated over the right-of-use assets useful life on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
»
Fixed payments (including in-substance fixed payments), less any lease incentives receivable
»
Variable lease payments that are based on an index or a rate
»
Amounts expected to be payable by the lessee under residual value guarantees
»
The exercise price of a purchase option if the lessee is reasonably certain to exercise that option
»
Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be
determined; or the Group’s incremental borrowing rate which is calculated using a portfolio approach,
based on the nature of the lease. The discount rate range per lease asset class is:
»
Buildings – 3.0% to 7.0%
»
Plant and equipment – 4.0% to 8.0%
»
Motor vehicles – 5.0% to 9.0%
Right-of-use assets are measured at cost comprising the following:
»
The amount of the initial measurement of lease liability
»
Any lease payments made at or before the commencement date less any lease incentives received
»
Any initial direct costs
»
Any restoration costs.
Extension and termination options are included in a number of property and equipment leases across the
Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority
of extension and termination options held are exercisable only by the Group and not by the respective lessor.
Payments associated with leases of low-value assets are recognised on a straight-line basis as an expense
in the Income Statement.
Low-value assets comprise of computer equipment, small items of office furniture, and in-store equipment
in our retail pharmacies.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method, less provision for impairment. Provision is made using the expected credit
loss model, which uses a lifetime expected loss allowance for all trade receivables.
Inventory
Inventories are stated at the lower of cost and net realisable value. Cost is based on the moving average
cost method (and first in first out principle where appropriate). Moving average is a costing method used
under a perpetual inventory system whereby, after each purchase, average unit cost is recomputed by
adding the cost of purchased units to the cost of units in inventory and dividing by the new total number of
units. The first in, first out principle includes all expenditure which has been incurred in the normal course
of business in bringing the products to their present location and condition. Net realisable value comprises
selling price net of trade but before settlement discounts, less all costs to be incurred in marketing,
selling and distribution.
Trade and other payables
Trade and other payables are initially recorded at fair value, which is usually the original invoiced amount,
and subsequently carried at amortised cost using the effective interest rate method. Liabilities are
derecognised when the obligation under the liability is discharged, cancelled or expires.
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ACCOUNTING POLICIES (CONTINUED)
Earnings per share
Basic earnings per share are calculated based on the profit/loss for the year attributable to owners of the
Company and the basic weighted average number of shares outstanding. Diluted earnings per share are
calculated based on the profit/loss for the year attributable to owners of the Company and the diluted
weighted average number of shares and potential shares outstanding. Shares are only treated as dilutive
if their dilution results in a decreased earnings per share or increased loss per share. Dilutive effects arise
from share-based payments that are settled in shares. Conditional share awards to employees have a
dilutive effect when the average share price during the period exceeds the exercise price of the awards and
the market or non-market conditions of the awards are met, as if the current period end were the end of
the vesting period. When calculating the dilutive effect, the exercise price is adjusted by the value of future
services that have yet to be received related to the awards.
Dividends
Dividends on ordinary shares are recognised as a liability in the financial statements only after they have
been approved at the Annual General Meeting of the Company.
Employee benefits
Share-based payments
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is
recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards.
The amount recognised as an expense is adjusted to reflect the number of awards for which the related
service and non-market performance conditions are expected to be met, such that the amount ultimately
recognised is based on the number of awards that meet the related service and non-market performance
conditions at the vesting date. The value of the awards at the vesting date is transferred from the share-
based payment reserve to retained earnings.
The fair value of the amount payable to employees in respect of cash long-term incentive plan (LTIP) awards,
which are settled in cash, is recognised as an expense with a corresponding increase in liabilities, over the
period during which the employees become unconditionally entitled to payment. The liability is remeasured
at each reporting date and at settlement date based on the fair value of the cash LTIP awards. Any changes
in the liability are recognised in the Income Statement.
Certain Directors and employees may acquire shares in the Company under LTIP’s. The Company accounts
for the proceeds of these share issues as and when payment of the nominal value of the share is called.
Post-employment obligations
The defined contribution pension charge to operating profit comprises the contribution payable to the
scheme for the year.
Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents the amount
receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the
Group and value-added tax.
The Group bases its estimate of returns, discounts, and rebates on historical results, taking into
consideration the type of customer, the type of transaction and the specifics of each arrangement.
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes
a financing transaction, the fair value of the consideration is measured as the present value of all future
receipts using the imputed rate of interest.
The Group recognises revenue in the amount of the price expected to be received for goods and services
supplied at a point in time or over time, as contractual performance obligations are fulfilled, and control of
goods and services passes to the customer.
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ACCOUNTING POLICIES (CONTINUED)
In certain of the Group’s contracts where another party is involved in providing goods or services to its
customer, the Group determines whether it is a principal or an agent in these transactions by evaluating
the nature of its promise to the customer. The Group is a principal and records revenue on a gross basis if
it controls the promised goods or services before transferring them to the customer and considering the
rights and responsibilities regarding inventory and credit risk. In circumstances where the Group’s role is
only to arrange for another entity to provide the goods or services, then the Group is an agent and revenue
is recognised at the net amount that it retains for its agency services. The Group has concluded that it is the
principal in its revenue arrangements, except for certain agreements in Uniphar Pharma where the Group’s
role is only to arrange for another entity to provide the goods or services. Revenue billed in advance of
achieving the Group’s revenue recognition criteria is presented in deferred income.
An analysis of the revenue recognition principles applied in each of the Group’s operating segments is
provided below:
Uniphar Medtech
Revenue is derived from the provision of goods and services falling within the Group’s ordinary activities
after deduction of trade discounts and value-added tax.
Sales of goods are recognised on despatch to the customer, and there is no unfulfilled performance
obligation that could affect the customer’s acceptance of the product. Despatch occurs when the goods
have been shipped to the location specified by the customer, the risks of obsolescence or loss have
been transferred to the customer, the customer has accepted the products in accordance with the sales
contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for
acceptance have been satisfied. Where sales are on a consignment basis, revenue is not recognised until a
sale has been made to a third party. In some circumstances, goods are sold with volume rebates. Sales are
measured at the prices specified in the sale contract, net of estimated volume rebates. Volume rebates are
assessed based on anticipated annual purchases and historical experience.
Revenue from service contracts is recognised in the financial year in which the services are rendered and
when the outcome of the contract can be estimated reliably.
Sales are normally made with credit terms of between 30 and 90 days. This element of financing is deemed
immaterial and is disregarded in the measurement of revenue.
Uniphar Pharma
Revenue is measured at the fair value of the consideration received or receivable and represents the
amount receivable for goods supplied or services rendered, net of value-added tax and trade discounts.
Revenue arises from the sale of goods to wholesalers, retailers and hospitals.
The Group bases its estimate of returns, discounts, and rebates on historical results, taking into
consideration the type of customer, the type of transaction and the specifics of each arrangement. The Group
recognises revenue in the amount of the price expected to be received for goods supplied at a point in time
as contractual performance obligations are fulfilled, and control of goods passes to the customer.
Revenue arises from the provision of resourcing, outsourcing and consultancy services and the provision
of patient solution services. Revenue from service contracts is recognised in the financial year in which the
services are rendered and when the outcome of the contract can be estimated reliably.
Service revenue arises on the provision of product development solutions and the delivery of Expanded
Access Programs. Revenue from service contracts is recognised in the financial year in which the services
are rendered and when the outcome of the contract can be estimated reliably.
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ACCOUNTING POLICIES (CONTINUED)
Uniphar Supply Chain & Retail
Revenue is derived from the provision of goods and services falling within the Group’s ordinary activities
after deduction of trade discounts and value-added tax. Revenue arises from the sale of goods to
wholesalers, retailers, hospitals, veterinary clinics, the operation of retail pharmacies, and the provision
of services to retail pharmacies.
Sales of pharmaceutical and healthcare related products are recognised on delivery to the purchaser,
hospital or retail pharmacy, when the purchaser has full discretion over the channel and price to sell the
product and there is no unfulfilled obligation that could affect the purchaser’s acceptance of the product.
Delivery occurs when the products have been shipped to the location specified by the purchaser, the risks
of obsolescence or loss have been transferred to the purchaser, the purchaser has accepted the products
in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective
evidence that all criteria for acceptance have been satisfied.
Products sold to customers are often sold with volume rebates and also with the provision for the customer
to return faulty goods. Sales are measured at the prices specified in the sale contract, net of estimated
volume rebates and returns. Volume rebates are assessed based on anticipated annual purchases and
historical experience.
Sales are normally made with credit terms of between 0 and 90 days. This element of financing is deemed
immaterial and is disregarded in the measurement of revenue.
The Group operates retail shops for the sale of pharmacy and certain related products. Sales of products
are recognised on sale to the customer, which is considered the point of delivery. Retail sales are usually
by cash, credit or debit card and government reimbursement. Electronic card sales are recognised as cash
once the funds are received into our bank account.
Cost of sales
Uniphar Medtech
The cost of sales attributable to the supply of goods includes all costs of purchase of inventory and other
costs incurred net of value-added tax in bringing inventories for resale to their present location and
condition. When inventories are sold, the carrying amount of those inventories is recognised as an expense
in the period in which the related revenue is recognised.
The cost of sales attributable to the supply of services includes all direct costs attributable to the provision
of outsourcing and consultancy services net of value-added tax. The cost of service is recognised as an
expense in the period in which the related revenue is recognised.
Uniphar Pharma
The cost of sales includes all direct costs attributable to the provision of services and cost of purchase
of inventory for resale net of value-added tax. When a service is provided or inventory is sold, the cost
of service or carrying amount of inventory is recognised as an expense in the period in which the related
revenue is recognised.
The cost of sales attributable to the supply of services includes all direct costs attributable to the provision
of resourcing, outsourcing and consultancy services net of value-added tax. The cost of service is recognised
as an expense in the period in which the related revenue is recognised.
Uniphar Supply Chain & Retail
The cost of sales includes all costs of purchase of inventory and other costs incurred net of value-added
tax in bringing inventories for resale to their present location and condition. When inventories are sold,
the carrying amount of those inventories is recognised as an expense in the period in which the related
revenue is recognised. In addition to all direct costs attributable to the provision of services, the cost of
service is recognised as an expense in the period in which the related revenue is recognised.
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ACCOUNTING POLICIES (CONTINUED)
Income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Company, and the Company’s subsidiaries
and associates, operate and generate taxable income. Management periodically evaluates positions taken
in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the
tax authorities.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred
tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted
by the end of the reporting period and are expected to apply when the related deferred tax asset is realised
or the deferred tax liability is settled. Deferred tax assets and liabilities are not recognised for temporary
differences between the carrying amount and tax bases of investments in foreign operations where the
Company and its subsidiaries are able to control the timing of the reversal of the temporary differences
and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets are
recognised only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the Income Statement, except to the extent that it relates to
items recognised in OCI or directly in equity. In this case, the tax is also recognised in OCI or directly in
equity, respectively.
Exceptional items
With respect to exceptional items, the Group has applied an Income Statement format which seeks to
highlight significant items within Group results for the year. Such items may include restructuring costs,
professional fees including directly attributable acquisition costs, acquisition integration costs, impairment
of non-current assets, costs associated with strategic business transformations, profit and loss on disposal
of assets and investments and movements in deferred contingent consideration. The Group exercises
judgement in assessing the particular items which, by virtue of their scale and nature, should be disclosed
in the Income Statement and related notes as exceptional items.
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Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
1
Significant estimates and judgements
The preparation of the Group consolidated financial statements requires management to make certain
estimations, assumptions and judgements that affect the reported profits, assets and liabilities.
Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates
may be necessary if there are changes in the circumstances on which the estimate was based or as a result
of new information or more experience. Such changes are recognised in the period in which the estimate is
revised. In particular, information about significant areas of estimation and judgement that have the most
significant effect on the amounts recognised in the consolidated financial statements are described below
and in the respective notes to the consolidated financial statements.
The Group has considered the impact of climate change on the financial statements including impairment
of goodwill and other non-current assets and the useful lives of assets and provisions. The Group also
considers the impact of climate change in the preparation of the annual budget to ensure consistency with
achieving the Group’s sustainability objectives.
Impairment of goodwill and other non-current assets (Estimation)
The Group tests annually whether goodwill has suffered any impairment. Determining whether goodwill is
impaired requires comparison of the value in use for the relevant group of cash-generating units (CGUs)
to the carrying value of that group of cash-generating units. The value in use calculation is based on an
estimate of future cash flows expected to arise from the cash-generating units and these are discounted
to net present value using an appropriate discount rate. In calculating value in use, management estimation
is required in forecasting cash flows of cash-generating units, in determining terminal growth values and
in calculating an appropriate discount rate. The goodwill impairment test is sensitive to these estimates.
The Group has performed sensitivity analysis over the value in use calculation with respect to the key
estimates. Management have performed detailed sensitivity analysis on each of the cash-generating units by
applying sensitivities to each of the key assumptions. This analysis resulted in an excess in the recoverable
amount over their carrying amount for all cash-generating units. Management believe that any reasonable
change in any of the key assumptions would not cause the carrying value of goodwill to exceed the
recoverable amount. Further information is detailed in the intangible assets Note 11.
IFRS 16 ‘Leases’ (Judgement)
IFRS 16 ‘Leases’ requires management judgement in the selection of the appropriate discount rates to be
used in the discounting of the expected future payments to present value. The discount rate applied is
the interest rate implicit in the lease, if that rate can be determined, or by using the Group’s incremental
borrowing rate which is calculated using a portfolio approach, based on the nature of the lease. The discount
rate range per lease asset class is:
»
Buildings – 3.0% to 7.0%
»
Plant and equipment – 4.0% to 8.0%
»
Motor vehicles – 5.0% to 9.0%
Valuation of inventory (Estimation)
The Group sells pharmaceutical, health and beauty products and medical devices. Pharmaceutical includes
ethical medicines, over-the-counter (OTC), hospital, and veterinary products. As a result, it is necessary
to consider the recoverability of the carrying amount of inventory at the end of each financial year.
When calculating any inventory impairment, management applies judgement in considering the nature
and condition of the inventories, current estimated selling prices, as well as applying assumptions around
anticipated saleability of goods held for resale. See Note 15 for the carrying amount of the inventories and
the provision recognised.
Revenue recognition (Judgement)
Management judgement is required in the assessment of whether the Group acts as a principal or an agent
in transactions and accordingly whether revenue should be recorded on a gross or net basis. As part of
this assessment, the Group exercises judgement in considering its responsibilities for fulfilling contracts,
inventory risk, and establishing selling prices.
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
1
Significant estimates and judgements (continued)
Income taxes (Estimation and Judgement)
The Group is subject to income taxes in numerous jurisdictions and judgement is therefore required
in determining the provision for income taxes. Provisions for taxes require judgement and estimation
in interpreting tax legislation, current case law and the uncertain outcomes of tax audits and appeals.
This includes judgements in the current year in respect of the application of Pillar Two. Where the final
outcome of these matters differs from the amounts recognised, differences will impact the tax provisions
once the outcome is known. In addition, the Group recognises deferred tax assets, mainly relating to
unused tax losses, when it is probable that the assets will be recovered through future profitability and tax
planning. The assessment of recoverability involves judgement. Further information is contained in Note 8,
income tax expense.
Deferred contingent consideration (Estimation)
The amount recognised for deferred contingent consideration, arising on prior acquisitions, which is typically
variable based on post-acquisition financial performance, is management’s best estimate of the expenditure
to be incurred. Deferred contingent consideration is measured at each Balance Sheet date based on the
best estimate of the expected settlement amount. Changes to the best estimate of the settlement amount
may result from changes in the amount or timing of the outflows or changes in discount rates.
The expected payment is determined in respect of each individual agreement taking into account the
expected level of profitability of each acquisition. Deferred contingent consideration is recognised at fair
value at the acquisition date and included in the cost of the business combination. Deferred contingent
consideration arrangements are based on earn-out agreements providing for future payment if certain
pre-defined performance targets are achieved. Management exercise judgement in determining the timing
of potential payments and the classification between current liabilities and non-current liabilities. The fair
value of deferred contingent consideration is estimated using an income-based approach, by estimating
the expected payment based on the forecasted performance of the acquired business and discounting
the expected future payment to present value using an appropriate discount rate. At 31 December 2024,
the carrying value of deferred contingent consideration was €39.2m with a possible range of outcomes
of between €nil and €45.6m depending on the future performance of the underlying businesses. In the
event of the maximum earn-out being achieved, an additional provision of €6.4m would be required at
31 December 2024. The movement in deferred contingent consideration in the period is outlined in Note 19.
Further details on measurement, sensitivities applied, and maturity profile are outlined in Note 32.
Exceptional items (Judgement)
The Group Income Statement separately identifies results before exceptional items. Exceptional items are
those transactions that in our judgement need to be disclosed by virtue of their size, nature or incidence.
The Group believes that this presentation provides additional analysis as it highlights certain one-off items
and non-trading items. The determination of ‘significant’ as included in our definition uses qualitative
and quantitative factors which remain consistent from period to period. Management uses judgement in
assessing the particular items, which by virtue of their scale and nature, are disclosed in the Group Income
Statement and related notes as exceptional items. Management considers the Group Income Statement
presentation of exceptional items to be appropriate as it provides useful additional information and is
consistent with the way that financial information is measured by management and presented to the Board.
In that regard, management believes it to be consistent with paragraph 85 of IAS 1 “Presentation of financial
statements” (IAS 1), which permits the inclusion of line items and subtotals that improve the understanding
of performance.
142
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
2
Revenue and Operating Segments
2024
€’000
2023
€’000
Revenue
2,770,429
2,553,062
2024
2023
€’000
€’000
Uniphar Medtech
267,968
249,216
Uniphar Pharma
658,814
592,226
Uniphar Supply Chain & Retail
1,843,647
1,711,620
Total Revenue
2,770,429
2,553,062
Segmental information
Segmental information is presented in respect of the Group’s geographical regions and operating segments.
The operating segments are based on the Group’s management and internal reporting structures.
Geographical analysis
The Group operates in three principal geographical regions being the Republic of Ireland, the Netherlands
and the UK. The Group also operates in several other European countries, the US and the Asia Pacific region
which are not material for separate identification.
The following is a geographical analysis presented in accordance with IFRS 8 ‘Operating Segments’ which
requires disclosure of information about the country of domicile (Ireland) and countries with material revenue.
2024
€’000
2023
€’000
Ireland
2,108,815
1,952,604
UK
206,896
186,820
The Netherlands
206,266
205,905
Rest of the World (ROW)
248,452
207,733
2,770,429
2,553,062
Ireland
€’000
UK
€’000
Netherlands
€’000
ROW
€’000
Total
€’000
At 31 December 2024
Intangible assets (excluding goodwill)
56,459
1,149
349
1,739
59,696
Property, plant and equipment, and right-of-use assets
255,015
3,936
12,461
13,384
284,796
Other receivables
1,244
–
–
–
1,244
Financial assets – Investment in equity instruments
25
–
–
–
25
Non-current assets
(excluding goodwill and deferred tax asset)
312,743
5,085
12,810
15,123
345,761
Goodwill
507,607
Deferred tax asset
8,718
Non-current assets
862,086
143
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
2
Revenue and Operating Segments (continued)
Ireland
€’000
UK
€’000
Netherlands
€’000
ROW
€’000
Total
€’000
At 31 December 2023
Intangible assets (excluding goodwill)
40,621
1,365
195
2,384
44,565
Property, plant and equipment, and right-of-use assets
182,200
5,071
5,501
13,928
206,700
Other receivables
1,458
–
–
–
1,458
Financial assets – Investment in equity instruments
25
–
–
–
25
Non-current assets
(excluding goodwill and deferred tax asset)
224,304
6,436
5,696
16,312
252,748
Goodwill
517,087
Deferred tax asset
11,792
Non-current assets
781,627
Operating segments
IFRS 8 “Operating Segments” requires the reporting information for operating segments to reflect the
Group’s management structure and the way the financial information is regularly reviewed by the Group’s
Chief Operating Decision Maker (CODM), which the Group has defined as the Board of Directors.
The Group operates with three divisions: Uniphar Medtech, Uniphar Pharma and Uniphar Supply Chain
& Retail. These divisions align to the Group’s operational and financial management structures:
»
Uniphar Medtech provides outsourced services, specifically sales, distribution and support services to
medical device manufacturers. The business is headquartered in Ireland with a presence in 16 markets
primarily across Europe in addition to a facility in the US to support clients seeking to access the North
American market;
»
Uniphar Pharma operates a global business with high-value services across the life cycle of a
pharmaceutical product. The business enables pharma and biotech companies to bring innovative
medicines to global markets and provide healthcare professionals with access to medicines they cannot
source through traditional channels. Our strategy is to build a leading platform to provide the specialist
support and expertise needed to improve access to these medicines. The division operates through its
On Demand and Pharma Services business units; and
»
Uniphar Supply Chain & Retail provides both pre-wholesale and wholesale distribution of pharmaceutical,
healthcare and animal health products to pharmacies, hospitals and veterinary clinics in Ireland.
Uniphar operates a network of pharmacies under the Life, Allcare, Hickey’s and McCauley brands.
Additionally, through the extended Uniphar symbol group, the business provides services and supports
that help independent community pharmacies to compete more effectively.
144
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
2 Revenue and Operating Segments (continued)
Operating segments results
The Group evaluates performance of the operational segments on the basis of gross profit from operations.
2024
Uniphar
Medtech
€’000
2024
Uniphar
Pharma
€’000
2024
Uniphar
Supply Chain
& Retail
€’000
2024
Total
€’000
Revenue
267,968
658,814
1,843,647
2,770,429
Gross profit
108,915
121,561
197,128
427,604
2023
Uniphar
Medtech
€’000
2023
Uniphar
Pharma
€’000
2023
Uniphar
Supply Chain
& Retail
€’000
2023
Total
€’000
Revenue
249,216
592,226
1,711,620
2,553,062
Gross profit
99,870
103,187
186,927
389,984
There are no material dependencies or concentrations on individual customers which would warrant
disclosure under IFRS 8 ‘Operating Segments’.
Assets and liabilities are reported to the Board at a Group level and are not reported on a segmental basis.
3 Other operating income/(expense)
Notes
2024
€’000
2023
€’000
Other income
467
383
Profit on disposal of property, plant & equipment
33
12
500
395
Gain/(loss) on disposals of businesses and assets
4
2,395
(1,182)
2,895
(787)
145
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
4 Exceptional income/(charge)
2024
€’000
2023
€’000
Professional fees including acquisition costs
(1,243)
(2,206)
Redundancy and restructuring costs
(2,369)
(2,679)
Acquisition integration costs
(488)
(2,611)
Strategic business transformation
(1,320)
(1,413)
Gain/(loss) on disposals of businesses and assets
2,395
(1,182)
Other exceptional (costs)/income
(136)
44
Exceptional charge recognised in operating profit
(3,161)
(10,047)
Decrease in deferred contingent consideration
17,625
9,624
Exceptional credit recognised in finance cost
17,625
9,624
Exceptional (charge)/credit recognised in income tax
(119)
1,084
Total exceptional income
14,345
661
Professional fees including acquisition costs:
Professional fees including acquisition costs are primarily costs relating to transactions under consideration
in the year.
Redundancy and restructuring costs:
Redundancy and restructuring costs include redundancy, ex gratia and termination costs and other costs
arising on reorganisations and recent acquisitions.
Acquisition integration costs:
Acquisition integration costs primarily relate to costs incurred on the integration of recent acquisitions
into the expanded Group. Such costs include those associated with winding-down and exiting facilities
acquired in recent acquisitions in addition to professional fees incurred to optimise the integration of
recent acquisitions.
Strategic business transformation:
Strategic business transformation are costs associated with establishing the strategic platform that
will enable the next phase of growth. They include costs associated with the Group’s strategic capital
expenditure programmes whilst in the initiation phase together with the costs of establishing a strategic
presence in new markets. The costs include setup costs, initiation costs and relocation costs in addition
to the costs of a long-term incentive plan associated with building a strategically significant business in
the US market.
Deferred contingent consideration:
Deferred contingent consideration of €17,625,000 relates to a net credit to the Group Income Statement
following a review of the expected performance of a number of acquisitions completed in prior years
against contractual earn-out targets. An additional provision of €21,622,000 was recognised in respect
of acquisitions in the Uniphar Pharma division that have exceeded previous performance expectations.
For these acquisitions, the expectation is that the maximum amount payable under the earn-out agreement
will be payable. An amount of €39,247,000 was released in respect of acquisitions in the Uniphar Pharma and
Uniphar Medtech divisions following a review of expected performance having reference to the application of
the specific earn-out terms. This includes €22,219,000 in respect of acquisitions whose earn‑outs concluded
on 31 December 2024 and €13,100,000 in respect of acquisitions whose earn-outs conclude in mid-2025.
There were various factors involved in the performance outcomes and the ultimate payments are sensitive
to relatively small movements in profitability. Further information is included in Note 19.
146
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
4
Exceptional income/(charge) (continued)
In the prior year, deferred contingent consideration relates to a release of €6,768,000 following a review of
expected performance against contractual earn-out targets in relation to US-based acquisitions. A further
amount of €2,856,000 was released in respect of three other acquisitions that had reached the end of their
contractual earn-out periods.
Gain on disposal of businesses and assets
Notes
Businesses
2024
Assets
2024
Total
2024
€’000
€’000
€’000
Property, plant and equipment, and right-of-use assets
(1,505)
(22,880)
(24,385)
Goodwill
11
(17,704)
–
(17,704)
Deferred tax asset
14
(5,420)
–
(5,420)
Deferred contingent consideration
19
4,446
–
4,446
Cash disposed
(846)
–
(846)
Inventories, receivables and payables
(653)
2,102
1,449
Other non-current liabilities
1,242
21,259
22,501
Net (assets)/liabilities disposed
(20,440)
481
(19,959)
Reclassification of currency translation effects on disposal
223
–
223
Total
(20,217)
481
(19,736)
Proceeds from disposals (net of disposal costs)
22,465
(334)
22,131
Gain on disposal of businesses and assets
2,248
147
2,395
Net cash inflow/(outflow) on disposal
Businesses
2024
€’000
Assets
2024
€’000
Total
2024
€’000
Cash received
24,307
–
24,307
Less: Cash disposed
(846)
–
(846)
Less: Disposal related costs paid
(1,527)
(303)
(1,830)
Net cash inflow/(outflow) on disposal
21,934
(303)
21,631
Gain on disposal of businesses and assets:
The Group disposed of its investments in Inspired Insight LLC and Duffy’s Medical Hall Limited during the
year which resulted in a profit on the disposal of businesses of €2,248,000. Furthermore, the Group disposed
of a number of non-current assets that resulted in a gain on disposal of €147,000. These non‑current
assets included the disposal of a lease for a building which the Group purchased pursuant to a call option
executed at initiation of the lease agreement. Property, Plant and Equipment assets with a net book value
of €2,454,000 were disposed of for nil consideration in conjunction with the lease disposal. No consideration
was received for exiting this lease resulting in a profit on disposal.
147
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
5
Operating profit
2024
€’000
2023
€’000
Operating profit is stated after charging:
Directors’ remuneration:
»
Emoluments
2,963
2,636
»
Fees
586
607
Amortisation (Note 11)
6,064
6,204
Depreciation (Note 12)
29,300
29,202
Foreign exchange net loss
329
141
Profit on disposal of property, plant and equipment (Note 3)
33
12
Auditors’ remuneration (including expenses) is for the statutory audit of the Group’s financial statements,
subsidiary financial statements and other services carried out for the Group by the Company’s auditors and
subsidiary auditors. Included in fees payable for the audit of the Group accounts are total fees of €100,000
(2023: €97,000) which are due to the Group’s auditor in respect of the Parent Company. The non-audit
services performed by PwC during the year largely related to taxation compliance and consulting services,
due diligence and tax advice on potential acquisitions and disposals during the year.
2024
2023
Group Auditors – PwC:
PwC
Ireland
PwC
Overseas
Total
PwC
Ireland
PwC
Overseas
Total
€’000
€’000
€’000
€’000
€’000
€’000
Audit of group accounts
1,156
242
1,398
1,147
222
1,369
Tax compliance services
167
203
370
181
182
363
Tax advisory services
221
215
436
455
3
458
Other non-audit services – M&A
334
96
430
300
–
300
1,878
756
2,634
2,083
407
2,490
2024
€’000
2023
€’000
Subsidiary company auditors – Non PwC:
»
Audit of subsidiary accounts
34
30
6
Employees
2024
€’000
2023
€’000
Staff costs (including Directors):
»
Wages and salaries
189,572
170,892
»
Social welfare costs
20,598
17,226
Pension costs
5,345
4,817
215,515
192,935
Share-based payment expense:
»
Share-based payment expense (Note 28)
2,944
2,824
218,459
195,759
148
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
6
Employees (continued)
Payroll costs amounting to €3,804,000 (2023: €2,318,000) were capitalised to property, plant and equipment
and software related projects (Note 11 and 12) as these costs are directly related to development and
construction work completed in the year to 31 December 2024.
The average number of persons employed by the Group (including Directors) during the year was as follows:
Company
Group
2024
Number
2023
Number
2024
Number
2023
Number
Administration
143
135
885
833
Selling, distribution and warehouse
–
–
2,629
2,429
143
135
3,514
3,262
7
Finance cost and Finance income
2024
€’000
2023
€’000
Finance cost
Interest on lease obligations (Note 21)
(5,323)
(4,884)
Interest payable on borrowings and invoice discounting facilities
(18,603)
(17,199)
Unwinding of discount applicable to deferred and deferred contingent consideration
(1,540)
(2,506)
Unwinding of discount applicable to long term incentive programme
(20)
(4)
Amortisation of refinancing transaction fees
(431)
(431)
Finance cost before exceptional credit
(25,917)
(25,024)
Decrease in fair value of deferred contingent consideration (Note 4)
17,625
9,624
Exceptional credit recognised in finance cost
17,625
9,624
Total Finance cost
(8,292)
(15,400)
Finance costs do not include capitalised borrowing costs of €2,697,000 (2023: €791,000) on qualifying assets
(Notes 11 and 12). Interest is capitalised at the Group’s weighted average interest rate for the period of 5.5%
(2023: 5.3%).
2024
€’000
2023
€’000
Finance income
Interest income
1,897
590
Total Finance income
1,897
590
149
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
8
Income tax expense
2024
€’000
2023
€’000
Recognised in the Income Statement:
Current income tax:
Republic of Ireland
8,353
6,783
Overseas
8,357
6,375
Total current income tax expense
16,710
13,158
Deferred income tax:
Origination and reversal of temporary differences:
Property, plant and equipment
305
42
Employee benefits
(293)
(201)
Tax losses
(5,133)
(5,069)
Intangible assets
(361)
190
Other timing differences
130
(370)
Total deferred income tax credit
(5,352)
(5,408)
Total income tax expense
11,358
7,750
Attributable to:
Continuing operations
11,358
7,750
Total income tax expense
11,358
7,750
150
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
8
Income tax expense (continued)
Factors affecting the tax expense in future years
Factors that may affect the Group’s future tax expense include the effects of restructuring, acquisitions and
disposals, mix of geographical profits, changes in tax legislation and rates and the use of brought forward
tax losses. The Directors have concluded that deferred tax assets associated with subsidiary tax losses will
be recoverable using their estimated future taxable income based on approved business plans and budgets
for these entities. The deferred tax losses can be carried forward indefinitely and have no expiry date.
In addition to the Republic of Ireland, the Group has operations in the overseas tax jurisdictions of the UK,
Germany, the Netherlands, the Nordics, Switzerland, USA and the Asia Pacific region.
Effective 1 January 2024, Ireland adopted the OECD International Base Erosion and Profit Shifting (BEPS)
Pillar Two Agreement whereby in scope multinational groups with revenues in excess of €750m pay a
minimum rate of 15% corporation tax in every jurisdiction in which they operate.
The Uniphar Group is in scope for Pillar Two tax obligations in the 2024 reporting period. The Pillar Two
legislation sets out a detailed and highly complex set of rules on how to calculate the 15% effective tax
rate. As a result of these complexities, the accounting effective tax rate is not always indicative of the
effective tax rate as calculated under Pillar Two. Given the wide-reaching application and implications of
the Pillar Two legislation, safe harbour provisions have also been introduced during the initial three-year
period of application. The temporary safe harbour provisions can limit the compliance burden by reducing
the number of countries where a detailed calculation would be required to compute Pillar Two top up taxes
under GloBE (Global Anti Base Erosion) rules. The temporary safe harbour rules are based on a group’s
Country by Country Report filings with the tax authorities and can only be used if one of three specified
tests are met for each tax jurisdiction. The specified tests are based on a De minimis test, a Simplified
Effective Tax Rate test and a Routine profits test.
The Group has assessed the impact of the Pillar Two rules in each tax jurisdiction that it operates in.
Given that tax rates in the jurisdictions outside Ireland are significantly higher than 15%, it is expected that
Pillar Two will not have a material impact in relation to this aspect of the Group’s business. In the context
of Ireland, the headline tax rate of 12.5% is below 15% which may lead to additional top-up taxes. However,
assessments undertaken indicate that the Group can rely on safe harbour exemptions and its simplified
effective tax rate in the context of the Pillar Two rules exceeds 15%.
For the other non-Irish tax jurisdictions, it has been provisionally assessed that the Group can rely on
safe harbour provisions for all jurisdictions other than the United States (US) and top up taxes will not be
required. For the US, no provision has been made for US Pillar Two top-up taxes because it is expected
that certain accounting income can be excluded from GloBE income and accordingly the minimum 15%
corporation tax rate will be satisfied.
Given the complexities of the rules, the Group continues to monitor developments in this area and changes
in tax law and guidance as they apply to its global business.
On 1 April 2023, the UK tax authority announced that its statutory corporate tax rate increased to 25% from
19% for profits over £250,000 and the current financial performance represents the impact of a full year of
this change.
There are no expected material corporate income tax changes in the other jurisdictions from current 2024
rates which range from 20% to 30%, inclusive of Federal and State charges.
151
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
8
Income tax expense (continued)
2024
€’000
2023
€’000
Reconciliation of effective tax rate
Profit on ordinary activities before tax
75,594
52,898
Profit on ordinary activities before tax multiplied by standard rate of corporation tax
in the Republic of Ireland of 12.5% (2023: 12.5%)
9,449
6,612
Effects of:
Disallowable expenses
667
1,921
Research & Development tax credits
(78)
(75)
Exceptional gains not taxable
(2,203)
(1,053)
Higher overseas income tax rates
2,663
2,942
Non trading income taxable at higher Irish income tax rates
104
168
Income tax withheld at source
–
63
Charge/(credit) on previously recognised/(unrecognised) tax losses
125
(2,515)
Tax base asset adjustments in respect of prior years
388
348
Under/(over) provision of corporation tax in prior year
243
(661)
Total income tax expense for the year
11,358
7,750
9
Earnings per share
Basic and diluted earnings per share have been calculated by reference to the following:
2024
2023
Profit for the financial year attributable to owners (€’000)
64,203
44,815
Weighted average number of shares (‘000)
273,015
273,015
Earnings per ordinary share (in cent):
»
Basic
23.5
16.4
»
Diluted
23.5
16.4
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares.
Adjusted earnings per share is an Alternative Performance Measure (APM) and is presented below. Adjusted
earnings per share supports the understanding of performance by excluding the impact of exceptional items
and non-cash items that may not correlate to the underlying performance of the business.
152
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
9
Earnings per share (continued)
2024
€’000
2023
€’000
Adjusted earnings per share has been calculated by reference to the following:
Profit for the financial year attributable to owners of the parent
64,203
44,815
Exceptional credit recognised in Income Statement (Note 4)
(14,345)
(661)
Share-based payments (Note 28)
2,944
2,824
Amortisation of acquisition related intangibles (Note 11)
3,428
3,341
Tax credit on acquisition related intangibles
(380)
(363)
Profit after tax excluding exceptional items
55,850
49,956
Weighted average number of shares in issue in the year (000’s)
273,015
273,015
Adjusted basic and diluted earnings per ordinary share (in cent)
20.5
18.3
10 Dividends
The Directors have proposed a final dividend of €3.4m (€0.0125 per ordinary share), subject to approval at
the AGM. This results in a total shareholders dividend of €5.2m (€0.0192 per ordinary share) in respect of the
year ended 31 December 2024 as the Board declared and paid a 2024 interim dividend of €1.8m (€0.0067 per
ordinary share). If approved, the proposed dividend will be paid on 16 May 2025 to ordinary shareholders on
the Company’s register on 25 April 2025. This dividend has not been provided for in the Balance Sheet at
31 December 2024, as there was no present obligation to pay the dividend at year end.
A final dividend of €3.2m (€0.0119 per ordinary share) relating to 2023 was paid in May 2024.
153
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
11 Intangible assets
Goodwill
€’000
Trademarks
& licences
€’000
Computer
software
€’000
Technology
assets
€’000
Brand
names
€’000
Customer
relationships
€’000
Total
€’000
Cost
At 1 January 2023
501,690
189
41,680
3,047
11,238
3,322
561,166
FX movement
(1,760)
–
14
(83)
–
(115)
(1,944)
Acquisitions
37,850
–
–
468
10,947
–
49,265
Additions
–
15
16,829
–
–
–
16,844
Disposals/retirements
(1,984)
–
(3,805)
–
–
–
(5,789)
At 31 December 2023
535,796
204
54,718
3,432
22,185
3,207
619,542
At 1 January 2024
535,796
204
54,718
3,432
22,185
3,207
619,542
FX movement
8,224
(2)
82
153
–
186
8,643
Additions
–
–
21,070
–
–
–
21,070
Disposals/retirements
–
–
(2,405)
–
–
–
(2,405)
Divestment
(17,704)
–
–
–
–
–
(17,704)
At 31 December 2024
526,316
202
73,465
3,585
22,185
3,393
629,146
Accumulated amortisation
At 1 January 2023
18,709
154
30,033
1,319
2,339
1,439
53,993
FX movement
–
–
4
(33)
–
(64)
(93)
Amortisation
–
10
2,853
558
2,127
656
6,204
Disposals/retirements
–
–
(2,214)
–
–
–
(2,214)
At 31 December 2023
18,709
164
30,676
1,844
4,466
2,031
57,890
At 1 January 2024
18,709
164
30,676
1,844
4,466
2,031
57,890
FX movement
–
(2)
25
83
–
142
248
Amortisation
–
11
2,625
554
2,219
655
6,064
Disposals/retirements
–
–
(2,359)
–
–
–
(2,359)
At 31 December 2024
18,709
173
30,967
2,481
6,685
2,828
61,843
Net book amounts
At 31 December 2023
517,087
40
24,042
1,588
17,719
1,176
561,652
At 31 December 2024
507,607
29
42,498
1,104
15,500
565
567,303
Intangible assets
507,607
29
42,498
1,104
15,500
565
567,303
Right-of-use assets
–
–
–
–
–
–
–
At 31 December 2024
507,607
29
42,498
1,104
15,500
565
567,303
Disposal of Goodwill amounting to €17,704,000 relates to the disposal of Inspired Insight LLC and Duffy’s
Medical Hall Limited pharmacy during the year.
The Group, through its investment in Independent Life Pharmacy plc, continues to have a registered
trademark known as Life Pharmacy. This trademark is used by customers of Uniphar who operate under the
common symbol of Life Pharmacy and this trademark symbol is a central part of developing the Life brand.
The trademark is now fully amortised.
154
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
11 Intangible assets (continued)
The Group recognised customer relationship assets on the acquisitions of Diligent Health Solutions, LLC
and RRD International, LLC in 2020. Amortisation of these assets commenced at the date of acquisition,
and they are being amortised over the estimated useful life of five years.
The Group recognised technology assets on the acquisition of Innerstrength Limited, BESTMSLs Group,
and Pivot Digital Health. Amortisation of these assets commenced at the date of acquisition, and they are
being amortised over the estimated useful life of five years.
The brand names intangible asset was recognised on the acquisition of the McCauley Pharmacy Group and
the Hickey’s Pharmacy Group. Amortisation of these assets commenced at the date of acquisition, and they
are being amortised over the estimated useful life of ten years.
Included in computer software are assets under construction with a net book value of €34,338,000.
Amortisation has not commenced on these assets. Included in the cost of additions are borrowing costs and
payroll costs capitalised into computer software amounting to €989,000 (2023: €194,000) and €3,452,000
(2023: €2,245,000) respectively.
Cash-generating units
Goodwill acquired in business combinations is allocated, at acquisition, to the cash-generating units or group
of cash-generating units (CGUs) that are expected to benefit from that business combination, based on the
Group’s existing CGUs or where more appropriate the recognition of a new CGU. The CGUs or groups of CGUs
represent the lowest level at which the associated goodwill is assessed for internal management purposes
and are not larger than the operating segments determined in accordance with IFRS 8 Operating Segments.
During 2024, management completed an internal reorganisation of the Group to better align our service
offering with market expectations and simplify how we engage with our clients. The reorganisation resulted
in changes to the Group’s internal reporting and organisational structures within the Uniphar Pharma
segment. Previously this segment comprised the former Product Access and Pharma Services group of CGUs.
The reorganisation aligns the individual CGUs with the new operating segment structure in Uniphar Pharma
of the On Demand and Pharma Services group of CGU’s. On Demand is a business unit that has grown
considerably in recent years through acquisition building a platform that provides medicines that are difficult
to source or are in short supply. The Pharma Services business unit focuses on providing high-value services
across the life cycle of a product and has grown through acquisitions and organically which have now been
rebranded and reorganised to present a unified client offering. In accordance with our accounting policy, the
goodwill allocation by the previous group of CGUs has been reallocated using a relative fair value approach.
The results of this reallocation of goodwill have been recast below, by group of CGUs, as of 31 December 2023.
2024
2023
Recast
2023
€’000
€’000
€’000
Medtech
171,713
171,383
171,383
On Demand
91,579
89,836
100,434
Pharma Services
85,449
96,690
86,092
Retail Pharmacies
104,984
105,296
105,296
Supply Chain Services
53,882
53,882
53,882
Net book value of goodwill at 31 December
507,607
517,087
517,087
Impairment testing of goodwill
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes
in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment
losses. An impairment loss is recognised for the amount by which the 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 purposes 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 (CGUs).
155
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
11 Intangible assets (continued)
The recoverable amount of each group of CGUs is determined based on value-in-use calculations.
The carrying value of each group of CGUs is initially compared to its estimated value-in-use. There were no
impairments during the year (2023: €nil).
Value-in-use calculations
The value-in-use is calculated on the basis of estimated future cash flows discounted to present value.
Estimated future cash flows were determined by reference to the budget for the period 2025 to 2026 and
management forecasts for each of the following years from 2027 to 2029 inclusive. The terminal value was
calculated using a long-term growth rate in respect of the years after 2029. The estimates of future cash
flows were based on consideration of past experience, together with an assessment of the future prospects
for each of the businesses within the group of CGUs. The assumptions used are also referenced against
external industry data.
The key assumptions used in the value-in-use calculations are the growth rates for revenue and cost
inflation included in the cash flow forecasts, the long-term growth rates and the discount rates.
The projections for revenue and costs have been determined utilising industry experience together with
expectations of future changes in the market taking account of cost inflation and growth in future volumes.
The pre‑tax discount rates used were based on the Group’s estimated weighted average cost of capital,
adjusted to reflect risks associated with each group of CGUs. The discount rates determined for each
group of CGUs are outlined in the table below. In determining the terminal value of the value-in-use, it was
assumed that cash flows after the first five years will increase at a long-term growth rate ranging from 1.6%
to 1.7% (2023: 1.4% to 1.8%). The rate assumed was based on an assessment of the likely long-term growth
prospects of the individual groups of CGUs based on the weighted average growth rate by geographies
in which the CGU operates.
Discount
Rates
2024
Discount
Rates
2023
Medtech
9.8%
11.6%
On Demand
10.2%
11.6%
Pharma Services
9.9%
12.0%
Retail Pharmacies
8.5%
9.1%
Supply Chain Services
8.3%
8.6%
The value-in-use calculations assume that the markets in which each group of CGUs operates will grow
in accordance with publicly available data, the Group will maintain its current market share, gross margin
percentage will be maintained at current levels and overheads will increase in line with expected levels
of inflation. The cash flow forecasts assume appropriate levels of capital expenditure and investment in
working capital to support the growth in individual CGUs.
Fair value less cost of disposal calculations
The fair value less cost of disposal calculations are only prepared when the value-in-use calculations
indicate a potential impairment. At the Balance Sheet date the value-in-use calculations did not indicate
any potential impairment so no fair value less cost of disposal calculations were required.
The fair value less cost of disposal is calculated as the maintainable EBITDA of each group of CGUs
multiplied by the appropriate EBITDA valuation multiple attributable to that group of CGUs. The fair value
measurement is considered a Level 3 fair value based on certain unobservable pricing inputs.
156
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
11 Intangible assets (continued)
Sensitivity analysis
The Group has conducted a sensitivity analysis on each of the groups of CGUs by applying the following
sensitivities; decreasing estimated cash flows by 10%, increasing discount rates by 1%, and reducing
long‑term growth rates by 1%.
This analysis resulted in an excess in the recoverable amount over their carrying amount under each
approach for all groups of CGUs. Management believe that any reasonable change in any of the key
assumptions would not cause the carrying value of goodwill to exceed the recoverable amount.
Computer
Software
€’000
Total
€’000
COMPANY
Cost
At 1 January 2023
4,036
4,036
Additions
1,191
1,191
Disposals
(1,899)
(1,899)
At 31 December 2023
3,328
3,328
At 1 January 2024
3,328
3,328
Additions
459
459
At 31 December 2024
3,787
3,787
Accumulated amortisation
At 1 January 2023
921
921
Charge for the year
698
698
Disposals
(949)
(949)
At 31 December 2023
670
670
At 1 January 2024
670
670
Charge for the year
706
706
At 31 December 2024
1,376
1,376
Net book amounts
At 31 December 2023
2,658
2,658
At 31 December 2024
2,411
2,411
Intangible asset
2,411
2,411
Right-of-use assets
–
–
Net book value at 31 December 2024
2,411
2,411
157
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
12 Property, plant and equipment, and right-of-use assets
Land and
buildings
€’000
Leasehold
improvements
€’000
Plant and
equipment
€’000
Fixtures and
fittings
€’000
Computer
equipment
€’000
Motor
vehicles
€’000
Instruments
€’000
Total
€’000
GROUP
Cost
At 1 January 2023
149,672
16,183
39,662
14,192
6,742
7,825
6,568
240,844
Foreign exchange movement
(151)
(45)
(9)
49
1
32
–
(123)
Additions
12,910
2,998
14,927
2,106
1,464
3,650
1,758
39,813
Acquisitions
23,531
4,092
349
3,182
1,059
12
–
32,225
Disposals/retirements
(4,079)
(289)
(413)
(949)
(899)
(3,280)
(595)
(10,504)
Reclassification
679
3,599
(69)
(3,243)
22
(1)
–
987
At 31 December 2023
182,562
26,538
54,447
15,337
8,389
8,238
7,731
303,242
At 1 January 2024
182,562
26,538
54,447
15,337
8,389
8,238
7,731
303,242
Foreign exchange movement
819
191
285
148
29
74
–
1,546
Additions
78,736
8,353
36,280
1,846
2,142
2,248
2,425
132,030
Disposals/retirements
(35,087)
(2,065)
(2,999)
(1,407)
(2,169)
(2,874)
(801)
(47,402)
Divestments
(1,514)
(292)
–
(523)
(55)
–
–
(2,384)
At 31 December 2024
225,516
32,725
88,013
15,401
8,336
7,686
9,355
387,032
158
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
12 Property, plant and equipment, and right-of-use assets (continued)
Land and
buildings
€’000
Leasehold
improvements
€’000
Plant and
equipment
€’000
Fixtures and
fittings
€’000
Computer
equipment
€’000
Motor
vehicles
€’000
Instruments
€’000
Total
€’000
GROUP
Accumulated depreciation
At 1 January 2023
34,557
4,622
17,397
6,245
4,097
3,851
3,447
74,216
Foreign exchange movement
26
8
37
39
13
15
–
138
Charge for the year
15,283
2,056
3,096
2,392
1,741
2,599
2,035
29,202
Disposals/retirements
(2,187)
(122)
(409)
(830)
(873)
(3,001)
(579)
(8,001)
Reclassification
679
1,218
–
(922)
12
–
–
987
At 31 December 2023
48,358
7,782
20,121
6,924
4,990
3,464
4,903
96,542
At 1 January 2024
48,358
7,782
20,121
6,924
4,990
3,464
4,903
96,542
Foreign exchange movement
311
37
103
113
(2)
31
–
593
Charge for the year
16,068
1,941
3,316
2,106
1,402
2,618
1,849
29,300
Disposals/retirements
(13,897)
(551)
(2,464)
(884)
(2,174)
(2,562)
(788)
(23,320)
Divestments
(97)
(256)
–
(482)
(44)
–
–
(879)
At 31 December 2024
50,743
8,953
21,076
7,777
4,172
3,551
5,964
102,236
Net book amounts
At 31 December 2023
134,204
18,756
34,326
8,413
3,399
4,774
2,828
206,700
At 31 December 2024
174,773
23,772
66,937
7,624
4,164
4,135
3,391
284,796
Property, plant & equipment
36,456
23,772
65,970
7,624
4,164
381
3,391
141,758
Right-of-use assets
138,317
–
967
–
–
3,754
–
143,038
Net book value at 31 December 2024
174,773
23,772
66,937
7,624
4,164
4,135
3,391
284,796
Included in property, plant and equipment are assets under construction with a net book value of €58,517,000 (2023: €23,703,000). Depreciation has not
commenced on these assets. Included in the cost of additions are borrowing costs and payroll costs capitalised into assets amounting to €1,708,000
(2023: €597,000) and €352,000 (2023: €73,000) respectively.
159
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
12 Property, plant and equipment, and right-of-use assets (continued)
Land and
buildings
€’000
Computer
equipment
€’000
Plant and
equipment
€’000
Total
€’000
COMPANY
Cost
At 1 January 2023
50,442
–
382
50,824
Additions
–
23
–
23
At 31 December 2023
50,442
23
382
50,847
At 1 January 2024
50,442
23
382
50,847
Additions
827
–
70
897
Disposals/retirements
(31,126)
(2)
(132)
(31,260)
At 31 December 2024
20,143
21
320
20,484
Accumulated depreciation
At 1 January 2023
12,647
–
218
12,865
Charge for the year
3,162
1
108
3,271
At 31 December 2023
15,809
1
326
16,136
At 1 January 2024
15,809
1
326
16,136
Charge for the year
2,554
4
63
2,621
Disposals/retirements
(11,441)
–
(132)
(11,573)
At 31 December 2024
6,922
5
257
7,184
Net book amounts
At 31 December 2023
34,633
22
56
34,711
At 31 December 2024
13,221
16
63
13,300
Property, plant & equipment
–
16
–
16
Right-of-use assets
13,221
–
63
13,284
Net book value at 31 December 2024
13,221
16
63
13,300
160
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
13 Financial assets
Investments
in equity
instruments
2024
€’000
Investments
in equity
instruments
2023
€’000
GROUP
Cost
At the beginning of the year
154
154
At the end of the year
154
154
Provision for impairment
At the beginning of the year
129
129
At the end of the year
129
129
Net book amounts
At the beginning of the year
25
25
At the end of the year
25
25
161
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
13 Financial assets (continued)
Shares in
subsidiary
companies
€’000
Investments
in equity
instruments
€’000
COMPANY
Cost
At 1 January 2023
337,200
25
Additions
563
–
At 31 December 2023
337,763
25
At 1 January 2024
337,763
25
Additions
664
–
At 31 December 2024
338,427
25
Provision for impairment
At 1 January 2023
1,711
–
At 31 December 2023
1,711
–
At 1 January 2024
1,711
–
At 31 December 2024
1,711
–
Net book amounts
At 31 December 2023
336,052
25
At 31 December 2024
336,716
25
GROUP AND COMPANY
Investments in equity instruments
The carrying value of €25,000 (2023: €25,000) is represented by the Group’s investment in Independent
Life Pharmacy plc (Life) comprising of 97 A ordinary shares of €0.01 each and 25,000 C shares of €1.00 each.
The C shares are non-voting and do not confer any dividend entitlement. Independent Life Pharmacy plc
represents the Life symbol group and is owned jointly by pharmacy owners through B shares and Uniphar
plc through A shares. The pharmacy owners are entitled to nominate the majority of the Directors to the
Life Board in addition to Uniphar nominees.
COMPANY
Shares in subsidiary companies
Financial assets of the parent company, Uniphar plc, include shares in subsidiary companies with a net
book value of €336,716,000 (2023: €336,052,000). The movement in 2024 was additions of €664,000
(2023: €563,000) relating to capital contributions to subsidiary companies in relation to share-based
payment expenses incurred on the subsidiaries’ behalf. At the reporting date, the carrying amount of the
investment in subsidiaries is assessed for impairment when indications of impairment exist. No indications
of impairment existed at 31 December 2024.
162
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
14 Deferred tax asset
The following is an analysis of the movement in the major categories of net deferred tax assets recognised
by the Group for the years ended 31 December 2024 and 2023:
Employee
benefits
€’000
Property
plant and
equipment
€’000
Tax losses
€’000
Intangible
assets
€’000
Other
€’000
Total
€’000
GROUP
At 1 January 2023
1,024
197
3,487
4,920
(608)
9,020
Acquisitions
–
–
–
(864)
–
(864)
Recognised in Income Statement
201
(42)
5,069
(190)
370
5,408
Utilisation of loss relief
–
–
(1,549)
–
–
(1,549)
Reclassification
–
–
(3)
–
3
–
Foreign exchange movement
(8)
(11)
(56)
(174)
26
(223)
At 31 December 2023
1,217
144
6,948
3,692
(209)
11,792
At 1 January 2024
1,217
144
6,948
3,692
(209)
11,792
Divestments
–
–
–
(5,420)
–
(5,420)
Recognised in Income Statement
293
(305)
5,133
361
(130)
5,352
Utilisation of loss relief
–
–
(3,363)
–
–
(3,363)
Foreign exchange movement
35
1
271
3
47
357
At 31 December 2024
1,545
(160)
8,989
(1,364)
(292)
8,718
Deferred tax asset
1,545
599
8,989
–
510
11,643
Deferred tax liability
–
(759)
–
(1,364)
(802)
(2,925)
1,545
(160)
8,989
(1,364)
(292)
8,718
The deferred tax asset in relation to losses reflects the Group’s expected utilisation of carried forward tax
losses associated with parent company activities, Retail pharmacy and Pharma division businesses in Ireland
and overseas. As outlined in Note 8, the Directors expect that its net deferred tax asset will be recoverable
against future taxable income over the medium term.
The intangible deferred tax asset disposal of €5,420,000 related to the original recognition of a goodwill tax
asset amortisable over 15 years following the qualified stock purchase of the US company, Inspired Insight,
LLC in September 2022. In line with the December 2024 disposal of this business, the goodwill tax asset
has been derecognised as part of the profit on disposal.
The intangible deferred tax liability of €1,364,000 relates to the following:
»
The recognition of a residual tax liability of €1,043,000 associated with the tax amortisation benefit
attributable to the Hickey’s and McCauley pharmacy brand names following their acquisitions in
November 2020 and January 2023 respectively.
»
The recognition of a residual tax liability of €107,000 associated with acquired Customer Relationships
of the US businesses Diligent Health Solutions, LLC and RRD International, LLC.
»
The recognition of a residual tax liability of €214,000 associated with acquired Technological Assets
attributable to the July 2021 acquisition of the US Group, BESTMSLs and the August 2023 acquisition
of the assets of the UK company, Pivot Digital Health Limited.
163
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
14 Deferred tax asset (continued)
The Group has potentially a deferred tax asset of €7,917,000 (2023: €7,138,000) arising from losses
forward. The Directors believe sufficient taxable profits to utilise these potential assets will arise in the
future, but that there is currently insufficient evidence to support the recognition of a deferred tax asset.
These balances may be carried forward indefinitely under current tax law and are available for offset against
future profits and gains generated by the companies which hold the losses.
Employee
benefits
Property
plant and
equipment
Tax losses
Other
Total
€’000
€’000
€’000
€’000
€’000
COMPANY
At 1 January 2023
162
(7)
1,836
101
2,092
Recognised in Income Statement
(12)
27
801
98
914
Tax losses surrendered to other Irish Group companies
–
–
(528)
–
(528)
At 31 December 2023
150
20
2,109
199
2,478
At 1 January 2024
150
20
2,109
199
2,478
Recognised in Income Statement
112
35
893
(292)
748
Tax losses surrendered to other Irish Group companies
–
–
(790)
–
(790)
At 31 December 2024
262
55
2,212
(93)
2,436
The Company’s tax losses relate to expenses of management associated with its investment activities.
The Company’s other net deferred tax liability relates to finance costs and interest income which are tax
deductible/(taxable) on a paid/(received) basis. The Directors believe that sufficient taxable profits will arise
in the future to utilise these deferred tax assets.
15 Inventory
2024
€’000
2023
€’000
GROUP
Goods for resale
201,582
184,549
The replacement cost of inventories did not differ materially from the Balance Sheet amounts at
31 December 2024 and 31 December 2023.
During the year, a net income statement charge of €2,691,000 (2023: €503,000) arose on the inventory
impairment allowance. Inventory impairment allowance levels are continuously reviewed by management
and revised where appropriate, taking account of latest available information on the recoverability of
carrying amounts.
In 2024, goods for resale recognised as cost of sales amounted to €2,272,979,000 (2023: €2,124,470,000).
164
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
16 Trade and other receivables
2024
€’000
2023
€’000
Current trade and other receivables
GROUP
Trade receivables
224,727
202,849
Prepayments
11,573
12,824
Accrued income
5,979
12,992
Other receivables
6,603
8,895
248,882
237,560
COMPANY
Amounts due from subsidiaries
367,874
255,136
Prepayments
1,707
4,381
Other receivables
–
16
Value added tax
1,274
340
2,981
4,737
370,855
259,873
Amounts owed by group undertakings are unsecured, have no fixed date of repayment and are repayable
on demand.
Accrued income consists of earned revenues that are pending invoicing at year end.
Details of the provision for impairment of trade and other receivables are outlined in Note 32.
2024
€’000
2023
€’000
Non-current trade and other receivables
GROUP
Other receivables
1,244
1,458
1,244
1,458
COMPANY
Other receivables
257
406
257
406
165
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
17 Cash and cash equivalents and restricted cash
2024
€’000
2023
€’000
Cash and cash equivalents and restricted cash consists of the following:
GROUP
Cash at bank and in hand
102,992
85,652
Restricted cash deposits at call
294
173
103,286
85,825
COMPANY
Cash at bank and in hand
5,285
9,135
5,285
9,135
The restricted cash deposits in 2024 relate to amounts held in escrow in respect of property leases and
customs guarantees in BModesto Vastgoed B.V.
18 Borrowings
Bank loans are repayable in the following periods after 31 December:
2024
€’000
2023
€’000
GROUP
Amounts falling due within one year
9,316
13,168
Amounts falling due between one and five years
241,646
222,604
250,962
235,772
COMPANY
Amounts falling due within one year
–
–
Amounts falling due between one and five years
220,896
186,854
220,896
186,854
166
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
18 Borrowings (continued)
The Group’s total bank loans at 31 December 2024 were €250,962,000 (2023: €235,772,000). Borrowing under
invoice discounting (recourse) as at the balance sheet date was €9,316,000 (2023: €13,168,000).
The Group’s bank debt facility comprises a revolving credit facility of up to €400m with an additional
uncommitted accordion facility of €150m. This facility runs for five years to August 2027 with an option to
extend by one year and a further option to extend by an additional year up to August 2029 with repayment
of all loans due on termination of the facility.
At 31 December 2024, the Group’s revolving credit facility loans in use were at an interest margin of +1.69%
(2023: +1.90%) on inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR).
The Company’s total bank loans at 31 December 2024 were €220,896,000 (2023: €186,854,000). At 31
December 2024, they were subject to an interest rate margin of +1.69% (2023: +1.90%) on inter-bank interest
rates (EURIBOR, GBP SONIA and USD SOFR).
Bank security
Bank overdrafts (including invoice discounting) and bank loans of €250,962,000 (2023: €235,772,000)
are secured by cross guarantees and fixed and floating charges from the Company and certain subsidiary
undertakings.
19 Deferred contingent consideration
2024
€’000
2023
€’000
GROUP
At 1 January
75,061
91,798
Unwinding of discount
1,540
2,506
Recognised during the year
21,622
–
Utilised during the year
(16,454)
(8,234)
Released during the year
(39,247)
(9,624)
Divestment
(4,446)
–
Foreign currency movement
1,106
(1,385)
At 31 December
39,182
75,061
Current
32,025
43,523
Non-current
7,157
31,538
Total deferred contingent consideration
39,182
75,061
Deferred contingent consideration represents the present value of deferred contingent acquisition
consideration which will become payable based on pre-defined performance thresholds being met.
The deferred contingent consideration liability at 31 December 2024 was €39,182,000 (2023: €75,061,000).
Significant estimation and judgement is exercised in determining the liability indicating that the final
liability may be significantly different to the amount provided. In the event of the maximum earn-out being
achieved, an additional provision of €6,435,000 (2023: €67,608,000) would be required at 31 December 2024.
Equally, a significantly smaller liability than that estimated could arise.
167
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
19 Deferred contingent consideration (continued)
During the year payments of €16,454,000 (2023: €8,234,000) were made in respect of prior year acquisitions.
Deferred contingent consideration of €39,247,000 (2023: €9,624,000) in respect of prior year acquisitions was
released and €21,622,000 (2023: €nil) was recognised in the year following a review of expected performance
against earn-out targets. An amount of €4,446,000 was released in respect of Inspired Insight, LLC following
its disposal by the Group. Further details on the measurement of deferred contingent consideration are
provided in Note 32. The balance at 31 December 2024 relates to the following acquisitions:
»
Macromed (UK) Limited (2018)
»
CoRRect Medical GmbH (2021)
»
Events 4 Healthcare Limited (2021)
»
Orspec Pharma Pty Limited (2022)
»
BModesto Vastgoed B.V. (2022)
The deferred contingent consideration at 31 December 2023 related to the acquisition of the following:
»
Dialachemist Limited (2015)
»
Macromed (UK) Limited (2018)
»
M3 Medical Limited (2019)
»
Innerstrength Limited (2020)
»
Diligent Health Solutions, LLC (2020)
»
RRD International, LLC (2020)
»
CoRRect Medical GmbH (2021)
»
Mdea, Inc, The Doctor’s Channel, LLC, and BESTMSLs, Inc (BESTMSLs Group) (2021)
»
Events 4 Healthcare Limited (2021)
»
Devonshire Healthcare Services Limited (2021)
»
Inspired Insight, LLC (2022)
»
Orspec Pharma Pty Limited (2022)
»
BModesto Vastgoed B.V. (2022)
The maturity profile of the deferred contingent consideration at 31 December 2024 is outlined in Note 32.
2024
€’000
2023
€’000
COMPANY
At 1 January
6
2,462
Unwinding of discount
–
2
Recognised during the year
5
–
Utilised during the year
(11)
(189)
Released during the year
–
(2,269)
At 31 December
–
6
Current
–
6
Non-current
–
–
Total deferred contingent consideration
–
6
Deferred contingent consideration represents the present value of deferred contingent acquisition
consideration which would become payable based on pre-defined performance thresholds being met.
During the year payments of €11,000 were made in respect of prior year acquisitions (2023: €189,000).
No deferred contingent consideration was released in the year in respect of prior year acquisitions
(2023: €2,269,000). The balance at 31 December 2023 relates to the acquisition of Innerstrength Limited
in 2020. This was fully paid in 2024 with no balance remaining at 31 December 2024.
168
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
20 Provisions
Lease
dilapidation
2024
€’000
Warranty
provision
2024
€’000
Other
2024
€’000
Total
2024
€’000
Total
2023
€’000
GROUP
At 1 January
776
164
812
1,752
2,262
Recognised during the year
100
–
–
100
28
Arising on acquisition
–
–
–
–
350
Utilised during the year
–
–
–
–
(789)
Released during the year
(61)
(19)
–
(80)
(62)
Foreign currency movement
–
8
47
55
(37)
At 31 December
815
153
859
1,827
1,752
Lease dilapidation
The lease dilapidation provision covers the cost of reinstating certain Group properties at the end of the
lease term. This is based on the terms of the individual leases which set out the conditions relating to the
return of property. The timing of the outflows will match the ending of the relevant leases with various dates
up to 2049.
Warranty provision
The warranty provision relates to a product warranty provided to customers on certain medical devices.
The estimated cost of the warranty is provided for upon recognition of the sale of the product. The costs
are estimated based on actual historical experience of expenses incurred and on estimated future expenses
related to current sales and are updated periodically. Actual warranty costs are charged against the
warranty provision.
Other
Other provisions relate to a management retention bonus payable in relation to the acquisition of RRD
International, LLC in 2020.
169
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
21 Leases
i) Amounts recognised in the Balance Sheet:
As at 31 December, the Balance Sheet shows the following amounts relating to leases:
GROUP
2024
€’000
2023
€’000
Right-of-use assets:
Buildings
138,317
126,899
Plant and equipment
967
139
Motor vehicles
3,754
4,280
Net book value of right-of-use assets
143,038
131,318
Lease liabilities:
Current
22,580
20,134
Non-current
132,612
126,083
Total lease liabilities
155,192
146,217
Right-of-use assets are included in the line ‘Property, plant and equipment, and right-of-use assets’ on the
Balance Sheet, and are presented in Note 12.
Additions to the right-of-use assets during the year ended 31 December 2024 were €52,300,000
(2023: €16,498,000).
Disposals to the right-of-use assets during the year ended 31 December 2024 were €21,480,000
(2023: €1,034,000). The principal disposal related to the purchase of a building in Dublin, Ireland that was
formerly leased by the Group.
Expenses of €270,000 (2023: €170,000) relating to short-term leases, leases of low-value assets and variable
lease payments were recognised in the Consolidated Income Statement.
Lease liabilities are presented separately on the face of the Balance Sheet. The contractual maturity of the
lease liabilities is presented in Note 32.
COMPANY
2024
€’000
2023
€’000
Right-of-use assets:
Buildings
13,221
34,633
Plant and equipment
63
56
Net book value of right-of-use assets
13,284
34,689
Lease liabilities:
Current
2,273
3,565
Non-current
12,475
34,706
Total lease liabilities
14,748
38,271
Right-of-use assets are included in the line ‘Property, plant and equipment, and right-of-use assets’ on the
Balance Sheet, and are presented in Note 12.
Additions to the right-of-use assets during the year ended 31 December 2024 were €897,000 (2023: €nil).
170
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
21 Leases (continued)
ii) Amounts recognised in the Income Statement:
The Income Statement shows the following amounts relating to leases:
GROUP
2024
€’000
2023
€’000
Buildings
15,462
14,893
Plant and equipment
235
191
Motor vehicles
2,472
2,452
Right-of-use assets depreciation charge
18,169
17,536
Computer software
–
189
Right-of-use assets amortisation charge
–
189
Interest expense on lease liabilities (Note 7)
5,323
4,884
Total interest expense in respect of lease liabilities
5,323
4,884
COMPANY
2024
€’000
2023
€’000
Buildings
2,554
3,162
Plant and equipment
63
108
Right-of-use assets depreciation charge
2,617
3,270
Computer software
–
189
Right-of-use assets amortisation charge
–
189
Interest expense on lease liabilities
1,142
1,205
Total interest expense in respect of lease liabilities
1,142
1,205
171
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
21 Leases (continued)
iii) Amounts recognised in the Cash Flow Statement
The Cash Flow Statement shows the following amounts relating to leases:
GROUP
2024
€’000
2023
€’000
Interest on lease obligations
7,235
4,884
Principal repayments
18,335
16,604
Total cash outflow in respect of leases
25,570
21,488
COMPANY
2024
€’000
2023
€’000
Interest on lease obligations
1,142
1,205
Principal repayments
2,205
2,898
Total cash outflow in respect of leases
3,347
4,103
22 Trade and other payables
2024
€’000
2023
€’000
GROUP
Trade payables
375,211
299,184
Accruals
164,444
158,237
Other payables
10,869
7,929
Deferred income
5,362
7,770
Employment related taxes
5,161
5,119
Value added tax
1,922
11,944
Deferred acquisition consideration
–
100
562,969
490,283
Trade and other payables are payable at various dates in the next three months in accordance with the
suppliers’ usual and customary credit terms.
Taxes are payable at various dates over the coming months in accordance with the applicable
statutory provisions.
Deferred income represents prepayments from customers for goods or services that have yet to be delivered.
During the year, all the deferred income recognised at 31 December 2023 has been recognised as revenue.
172
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
22 Trade and other payables (continued)
Defined contribution pension schemes
Included in accruals and other payables is an amount of €944,000 (2023: €947,000) due in relation to the
defined contribution pension schemes.
2024
€’000
2023
€’000
COMPANY
Amounts owed to subsidiaries
153,943
136,793
Trade payables
2,012
2,291
Accruals
14,359
10,624
Other payables
914
1,340
Employment related taxes
671
601
17,956
14,856
171,899
151,649
Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
Trade and other payables are payable at various dates in the next three months in accordance with the
suppliers’ usual and customary credit terms.
Taxes are payable at various dates over the coming months in accordance with the applicable
statutory provisions.
Deferred acquisition consideration
Total deferred acquisition consideration is payable in the following periods after 31 December in the Group:
2024
€’000
2023
€’000
GROUP
Within one year
–
100
–
100
Deferred acquisition consideration reflects the amounts payable in respect of the acquisition of an
independent community pharmacy during 2023. The amounts payable were settled during 2024.
173
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
23 Called up share capital
2024
Number
2023
Number
2024
€’000
2023
€’000
GROUP AND COMPANY
Authorised share capital at 31 December:
Ordinary shares of 8c each
453,205,300
453,205,300
36,256
36,256
“A” ordinary shares of 8c each
16,000,000
16,000,000
1,280
1,280
Authorised share capital
37,536
37,536
Movement in the year in issued share capital presented as equity
2024
Number
2023
Number
2024
€’000
2023
€’000
Allotted, called up and fully paid ordinary shares of 8c each
At 1 January
273,015,254
273,015,254
21,841
21,841
At 31 December
273,015,254
273,015,254
21,841
21,841
Total allotted share capital:
At 31 December
273,015,254
273,015,254
21,841
21,841
There have been no changes to the authorised or issued share capital in either 2024 or 2023.
24 Share premium
2024
€’000
2023
€’000
GROUP AND COMPANY
Premium arising on shares issued
176,501
176,501
25 Other reserves
2024
€’000
2023
€’000
GROUP
Property revaluation reserve
700
700
Foreign currency translation reserve
8,102
1,945
Capital redemption reserve
60
60
8,862
2,705
COMPANY
Capital redemption reserve
60
60
60
60
174
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
25 Other reserves (continued)
Property revaluation reserve
The property revaluation reserve arose on the revaluation of freehold land and buildings. When revalued
land and buildings are sold, the portion of the property revaluation reserve that relates to that asset will be
transferred directly to retained earnings.
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from the
translation of the net assets of the Group’s non-Euro denominated operations, including the translation
of the profits of such operations from the average exchange rate for the year to the exchange rate at the
Balance Sheet date. The reserve also includes all foreign exchange differences arising from the translation
of borrowings that hedge the Group’s net investment in foreign operations.
Capital redemption reserve
The capital redemption reserve is a legal reserve which has arisen from the Company buying back and
cancelling its ordinary shares in 2013.
26 Retained earnings
€’000
GROUP
At 1 January 2023
88,476
Profit for the financial year
44,815
Dividends paid
(4,832)
Purchase of non-controlling interest (Note 27)
(246)
At 31 December 2023
128,213
At 1 January 2024
128,213
Profit for the financial year
64,203
Dividends paid
(5,076)
Purchase of non-controlling interest (Note 27)
725
Transfer on exercise, vesting or lapse of share-based payments
550
At 31 December 2024
188,615
COMPANY
At 1 January 2023
66,468
Profit for the financial year
4,978
Dividends paid
(4,832)
At 31 December 2023
66,614
At 1 January 2024
66,614
Profit for the financial year
57,316
Dividends paid
(5,076)
Transfer on exercise, vesting or lapse of share-based payments
550
At 31 December 2024
119,404
175
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
27 Non-controlling interests
2024
€’000
2023
€’000
At 1 January
818
239
Share of post-acquisition profits
33
333
Acquisition of non-controlling interest
(725)
246
At 31 December
126
818
Non-controlling interests own the following stakes in the issued ordinary share capital of the entities set out
below at 31 December 2024:
»
4.29% Macromed (UK) Limited.
During the year, the Group purchased the remaining 20% shareholding in Dialachemist Limited and the
remaining 1% shareholdings in Innerstrength Limited increasing the ownership in both entities to 100%.
The Group also acquired a further 0.76% of Macromed (UK) Limited taking the group share from a 94.95%
to 95.71% shareholding.
28 Employee share awards
Share-based payments
The Group operates a number of equity settled share-based payment schemes in addition to a cash settled
share-based payment scheme. No new schemes were established during 2024.
Share options (equity-settled)
The key terms and conditions related to the grants under the 2021 and 2022 share option plan that remain
outstanding at 31 December 2024 are as follows:
Grant date
Number of
instruments
in thousands
Vesting conditions
Contractual life
of option
July 2021
83
Vested at 31 December 2024
7 years
July 2021
240
Vested at 31 December 2024
7 years
October 2021
167
Vested at 31 December 2024
7 years
November 2022
12,500
Service from grant date to 31 December
2028 meeting Total Shareholder Return
(TSR) thresholds achieved in the vesting
period ranging from 50% to 70% against
a baseline share price of €3.48
10 years
December 2024
1,550
Service from grant date to 31 December
2028 meeting Total Shareholder Return
(TSR) thresholds achieved in the vesting
period ranging from 50% to 70% against
a baseline share price of €3.48
10 years
Total share options granted
14,540
176
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
28 Employee share awards (continued)
Cash LTIP (cash-settled)
On 22 July 2021, the Group granted 120,000 cash LTIP awards to employees that entitled them to a cash
payment at 31 December 2024 based on the service provided up until this date. At 31 December 2024,
40,000 of these cash LTIP awards had vested with the remaining 80,000 lapsed unvested.
The carrying amount of liabilities for the cash LTIP awards at 31 December 2024 is €40,000 (2023: €35,000).
Measurement of fair values (equity-settled)
The fair value of the employee share option scheme has been measured using a Monte Carlo simulation.
Service and non-market performance conditions attached to the arrangements were not taken into account
in measuring fair value.
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based
payment plan were as follows:
Grant date
July 21
October 21
July 21 November 22
original
November 22
modification
December 24
Fair value at grant date
0.95
1.37
1.01
0.87
0.29
0.39
Share price at grant date
3.70
4.19
3.77
3.57
2.04
2.02
Exercise price
3.33
3.33
3.33
3.48
2.04
2.02
Expected volatility
31%
31%
31%
31%
38%
38%
Expected life
5.2 years
5.1 years
5.2 years
6 years
7 years
7.1 years
Expected dividends
0.4%
0.4%
0.4%
0.5%
0.9%
0.9%
Risk-free interest rate
(0.75%)
(0.56%)
(0.79%)
1.92%
2.05%
2.05%
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price,
particularly over the historical period. The expected term of the instruments has been based on general
option holder behaviour.
In December 2024, the Group extended the vesting period for the November 2022 share option grant by
two years to 31 December 2028 and reduced the exercise price of those share options from €3.48 to €2.04
to reflect the share price at the date of the amendment. The share price for the calculation of the Total
Shareholder Return (TSR) metric remains at the original exercise price of €3.48. The fair value of the options
at the date of the modification was determined to be €0.36. The incremental fair value of €0.29 will be
recognised as an expense over the period from the modification date to the end of the extended vesting
period. The expense of the original option grant will continue to be recognised as if the terms have not been
modified. The fair value of the modified options was determined using the same models and principles as
described above with the key model inputs outlined in the table above.
177
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
28 Employee share awards (continued)
Measurement of fair values (cash-settled)
The fair value of the cash LTIP awards has been measured using a Monte Carlo simulation. Service and
non‑market performance conditions attached to the arrangements were not taken into account in
measuring fair value.
The inputs used in the measurement of the fair values of the cash LTIP at 31 December 2024 and at grant
date are as follows:
31 December 2024
At grant date
Grant date
July 2021
July 2021
Fair value at grant date
0.66
0.66
Share price at grant date
3.35
3.35
Exercise price
3.33
3.33
Expected volatility
31%
31%
Expected life
3.5 years
3.5 years
Expected dividends
0.5%
0.4%
Risk-free interest rate
2.69%
(0.68%)
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price,
particularly over the historical period. The expected term of the instruments has been based on general
option holder behaviour.
Reconciliation of outstanding share options
The number and weighted-average exercise prices of share options under the 2021 and 2022 share option
programmes were as follows:
2024
2023
Weighted
Average Exercise
Price
Number 000’s
Weighted
Average Exercise
Price
Number 000’s
As at 1 January
3.47
13,335
3.47
13,570
Granted during the year
2.04
1,550
–
–
Forfeited during the year
–
–
(3.33)
(235)
Lapsed unvested during the year
3.33
(345)
–
–
Exercised during the year
–
–
–
–
As at 31 December
3.32
14,540
3.47
13,335
At 31 December 2024, the number of vested and exercisable share options is 490,000 (2023: nil). The options
outstanding at 31 December 2024 have an exercise price in the range of €2.04 to €3.33 (2023: €3.33 to €3.48)
and a weighted-average contractual life of 9.9 years (2023: 9.8 years).
Expense recognised in the Income Statement
An equity-settled share-based payment charge of €2,944,000 (2023: €2,824,000) has been recognised in
the year.
A cash-settled share-based payment charge of €5,000 (2023: €1,000) has been recognised in the year in
respect of the cash LTIP awards.
178
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
28 Employee share awards (continued)
Long-term incentive plan
The Company operates a long-term incentive plan for certain Executive Directors and managerial employees
under which shares have been granted subject to vesting conditions linked to the achievement of demanding
Group performance measures and operational targets as well as continued employment with the Group.
The Company can require compulsory transfer of these shares if certain criteria are not met.
As at 31 December 2024, the Company had allotted 13,162,240 ordinary shares of €0.08 each (2023: 13,162,240
shares) to members of the Uniphar Executive Directors and managerial employees under the long-term
incentive plan. All shares issued under the long-term incentive plan at 31 December 2024 and 31 December
2023 were called up and fully paid. At 31 December 2024, all 13,162,240 of these shares became fully vested.
No charge to the Income Statement arises in either 2024 or 2023 in respect of this arrangement.
29 Reconciliation of operating profit to cash flow from operating activities
2024
€’000
2023
€’000
GROUP
Operating profit before operating exceptional items
85,150
77,755
Cash related exceptional items
(9,006)
(17,784)
76,144
59,971
Add back non-cash and/or non-operating expenses:
Depreciation
29,300
29,202
Amortisation
6,064
6,204
Changes in working capital:
Increase in inventory
(17,159)
(16,868)
Increase in receivables
(18,378)
(67,073)
Increase in payables
84,423
67,717
Other:
Share-based payment expense
2,944
2,824
Foreign currency translation adjustments
(522)
172
Cash inflow from operating activities
162,816
82,149
COMPANY
Operating profit before operating exceptional items
66,061
13,734
Cash related exceptional items
(2,615)
(11,579)
63,446
2,155
Add back non-cash and/or non-operating expenses:
Depreciation
2,621
3,271
Amortisation
706
698
Changes in working capital:
(Increase)/decrease in receivables
(107,751)
25,545
Increase/(decrease) in payables
22,776
(8,259)
Other:
Share-based payment expense
2,280
2,824
Foreign currency translation adjustments
2,232
(1,007)
Cash (outflow)/inflow from operating activities
(13,690)
25,227
179
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
30 Reconciliation of net cash flow to movement in net bank debt
2024
€’000
2023
€’000
GROUP
Increase/(decrease) in cash and overdrafts in the year
16,301
(18,287)
Movement in restricted cash (Note 31)
121
173
Cash flow from movement in borrowings (Note 31)
(12,527)
(18,764)
Increase/(decrease) in net debt resulting from cash flows
3,895
(36,878)
Debt acquired during the year (Note 31)
–
(22,664)
Non-cash movement in borrowings during the year (Note 31)
(2,663)
577
Foreign currency translation on cash and cash equivalents
1,039
235
Movement in net bank debt in the year
2,271
(58,730)
Net bank debt at beginning of year
(149,947)
(91,217)
Net bank debt at end of year
(147,676)
(149,947)
COMPANY
(Decrease)/Increase in cash and overdrafts in the year (Note 31)
(3,850)
6,374
Cash flow from movement in borrowings (Note 31)
(31,379)
–
(Decrease)/increase in net bank debt resulting from cash flows
(35,229)
6,374
Non-cash movement in borrowings during the year (Note 31)
(2,663)
577
Movement in net bank debt in the year
(37,892)
6,951
Net bank debt at beginning of year
(177,719)
(184,670)
Net bank debt at end of year
(215,611)
(177,719)
180
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
31 Analysis of changes in net debt
1 January
2024
€’000
Cash
flow
€’000
Acquisitions
€’000
Disposals
(Note 4)*
€’000
Non-cash
movement
€’000
31 December
2024
€’000
GROUP
Cash and cash equivalents
85,652
17,147
–
(846)
1,039
102,992
Restricted cash
173
121
–
–
–
294
Total cash
85,825
17,268
–
(846)
1,039
103,286
Bank loans repayable within one year
(13,168)
3,852
–
–
–
(9,316)
Bank loans repayable after one year**
(222,604)
(16,379)
–
–
(2,663)
(241,646)
Bank loans
(235,772)
(12,527)
–
–
(2,663)
(250,962)
Net bank debt
(149,947)
4,741
–
(846)
(1,624)
(147,676)
Lease obligations
(146,217)
25,570
–
24,803
(59,348)
(155,192)
Net debt
(296,164)
30,311
–
23,957
(60,972)
(302,868)
* The disposals movement in 2024 relates to the business and asset disposals included in Note 4.
** The Non-cash movement in 2024 relates to foreign currency movement and amortisation of refinancing
transaction fees.
1 January
2023
€’000
Cash
flow
€’000
Acquisitions
€’000
Disposals*
€’000
Non-cash
movement
€’000
31 December
2023
€’000
GROUP
Cash and cash equivalents
103,704
(21,232)
3,080
(135)
235
85,652
Restricted cash
–
173
–
–
–
173
Total cash
103,704
(21,059)
3,080
(135)
235
85,825
Bank loans repayable within one year
(7,490)
(5,678)
–
–
–
(13,168)
Bank loans repayable after one year**
(187,431)
(13,086)
(22,664)
–
577
(222,604)
Bank loans
(194,921)
(18,764)
(22,664)
–
577
(235,772)
Net bank cash/(debt)
(91,217)
(39,823)
(19,584)
(135)
812
(149,947)
Lease obligations
(120,234)
21,488
(29,168)
1,044
(19,347)
(146,217)
Net debt
(211,451)
(18,335)
(48,752)
909
(18,535)
(296,164)
* The disposal movement in 2023 relates to the business disposals during the year.
** The Non-cash movement in 2023 relates to foreign currency movement and amortisation of refinancing
transaction fees.
181
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
31 Analysis of changes in net debt (continued)
1 January
2024
€’000
Cash
flow
€’000
Disposals
€’000
Non-cash
movement
€’000
31 December
2024
€’000
COMPANY
Cash and cash equivalents
9,135
(3,850)
–
–
5,285
Total cash
9,135
(3,850)
–
–
5,285
Bank loans repayable after one year
(186,854)
(31,379)
–
(2,663)
(220,896)
Bank loans
(186,854)
(31,379)
–
(2,663)
(220,896)
Net bank debt
(177,719)
(35,229)
–
(2,663)
(215,611)
Lease obligations
(38,271)
3,347
22,598
(2,422)
(14,748)
Net debt
(215,990)
(31,882)
22,598
(5,085)
(230,359)
1 January
2023
€’000
Cash
flow
€’000
Non-cash
movement
€’000
31 December
2023
€’000
COMPANY
Cash and cash equivalents
2,761
6,374
–
9,135
Total Cash
2,761
6,374
–
9,135
Bank loans repayable after one year
(187,431)
–
577
(186,854)
Bank loans
(187,431)
–
577
(186,854)
Net bank debt
(184,670)
6,374
577
(177,719)
Lease obligations
(42,119)
4,103
(255)
(38,271)
Net debt
(226,789)
10,477
322
(215,990)
182
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments
Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
Financial
assets at
FVOCI*
Financial
assets at
amortised
cost
Total
Notes
€’000
€’000
€’000
Financial assets
2024
Investments in equity instruments
13
25
–
25
Trade and other receivables**
16
–
232,574
232,574
Cash and cash equivalents
17
–
102,992
102,992
Restricted cash
17
–
294
294
25
335,860
335,885
2023
Investments in equity instruments
13
25
–
25
Trade and other receivables**
16
–
213,202
213,202
Cash and cash equivalents
17
–
85,652
85,652
Restricted cash
17
–
173
173
25
299,027
299,052
* Fair value through other comprehensive income.
** Excluding prepayments and accrued income.
183
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Financial
liabilities at
FVTPL*
Financial
liabilities at
amortised
cost
Total
Notes
€’000
€’000
€’000
Financial liabilities
2024
Borrowings
18
–
250,962
250,962
Trade and other payables**
22
–
550,524
550,524
Deferred contingent consideration
19
39,182
–
39,182
Lease obligations
21
–
155,192
155,192
39,182
956,678
995,860
2023
Borrowings
18
–
235,772
235,772
Deferred acquisition consideration
22
–
100
100
Trade and other payables**
22
–
465,350
465,350
Deferred contingent consideration
19
75,061
–
75,061
Lease obligations
21
–
146,217
146,217
75,061
847,439
922,500
* Fair value through profit and loss.
** Excluding non-financial liabilities.
Fair value
The following table sets out the fair value of the Group’s principal financial assets and liabilities.
2024
2024
2023
2023
Carrying
value
Fair value
Carrying
value
Fair value
Notes
€’000
€’000
€’000
€’000
Financial assets
Investments in equity instruments
13
25
25
25
25
Trade and other receivables
16
232,574
232,588
213,202
213,215
Cash and cash equivalents
17
102,992
102,992
85,652
85,652
Restricted cash
17
294
294
173
173
335,885
335,899
299,052
299,065
Financial liabilities
Borrowings
18
250,962
250,962
235,772
235,772
Deferred acquisition consideration
22
–
–
100
100
Trade and other payables
22
550,524
550,524
465,350
465,350
Deferred contingent consideration
19
39,182
39,182
75,061
75,061
Lease obligations
21
155,192
155,192
146,217
146,217
995,860
995,860
922,500
922,500
184
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Measurement of fair values
In the preparation of the financial statements, the Group finance department, which reports directly to
the Chief Financial Officer (CFO), reviews and determines the major methods and assumptions used in
estimating the fair values of the financial assets and liabilities which are set out below:
Investments in equity instruments
Investments in equity instruments are measured at fair value through other comprehensive income (FVOCI).
Trade and other receivables/trade and other payables
For receivables and payables with a remaining life of less than 12 months or demand balances, the carrying
value less impairment provision where appropriate, is deemed to reflect fair value.
Cash and cash equivalents, including short-term bank deposits
For short-term bank deposits and cash and cash equivalents, all of which have a maturity of less than three
months, the carrying amount is deemed to reflect fair value.
Interest-bearing loans and borrowings
For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than
6 months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater
than 6 months, the fair value is calculated based on the present value of the expected future principal and
interest cash flows discounted at appropriate market interest rates (level 2) effective at the Balance Sheet
date and adjusted for movements in credit spreads.
Deferred acquisition consideration
Discounted cash flow method was used to capture the present value of the expected future economic
benefits that will flow out of the Group arising from the deferred acquisition consideration.
Deferred contingent consideration
The fair value of the deferred contingent consideration is calculated by discounting the expected
future payment to the present value. The expected future payment represents the deferred contingent
consideration which would become payable based on pre-defined performance thresholds being met and
is calculated based on management’s best estimates of the expected future cash outflows using current
budget forecasts. The provision for deferred contingent consideration is principally in respect of acquisitions
completed from 2018 to 2022. A maturity analysis of the deferred contingent consideration on an
undiscounted basis is presented on page 189.
The significant unobservable inputs are:
»
Expected future profit forecasts which have not been disclosed due to their commercial sensitivities; and
»
Risk adjusted discount rate of between 2.5% and 4.0% (2023: between 2.5% and 4.0%).
The estimated fair value would increase/(decrease) if the:
»
Expected future profit forecasts were higher/(lower); and
»
Risk adjusted discount rate was lower/(higher).
For the fair value of deferred contingent consideration, a 1% increase in the risk adjusted discount rate at
31 December 2024, holding the other inputs constant would reduce the fair value of the deferred contingent
consideration by €0.3m. A 1% decrease in the risk adjusted discount rate would result in an increase of
€0.3m in the fair value of the deferred contingent consideration.
185
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Fair value hierarchy
The following table sets out the fair value hierarchy for financial instruments which are measured at
fair value.
Level 1
€’000
Level 2
€’000
Level 3
€’000
Total
€’000
Recurring fair value measurements
At 31 December 2024
Investments in equity instruments
–
–
25
25
Deferred contingent consideration
–
–
(39,182)
(39,182)
–
–
(39,157)
(39,157)
At 31 December 2023
Investments in equity instruments
–
–
25
25
Deferred contingent consideration
–
–
(75,061)
(75,061)
–
–
(75,036)
(75,036)
There were no transfers between the fair value levels for recurring fair value measurements during the year.
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end
of the reporting period.
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at
the end of the reporting period. The quoted market price used for financial assets held by the Group is the
current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible
on entity-specific estimates. If all significant inputs required to fair value an instrument are observable,
the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
186
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the years ended 31 December 2024 and
31 December 2023:
Shares in
unlisted
companies
Deferred
contingent
consideration
Total
€’000
€’000
€’000
At 1 January 2023
25
(91,798)
(91,773)
Utilised during the year
–
8,234
8,234
Unwinding of discount*
–
(2,506)
(2,506)
Released during the year*
–
9,624
9,624
Foreign currency movement
–
1,385
1,385
At 31 December 2023
25
(75,061)
(75,036)
Utilised during the year
–
16,454
16,454
Unwinding of discount*
–
(1,540)
(1,540)
Released during the year*
–
39,247
39,247
Recognised during the year*
–
(21,622)
(21,622)
Divestment
–
4,446
4,446
Foreign currency movement
–
(1,106)
(1,106)
At 31 December 2024
25
(39,182)
(39,157)
* These amounts have been credited/(charged) to the Income Statement in finance income/costs.
Financial risk management
The Group’s operations expose it to various financial risks. The Group has a risk management framework in
place which seeks to limit the impact of these risks on the financial performance of the Group and it is the
Group’s policy to manage these risks in a non-speculative manner.
The Group has exposure to the following risks from its use of financial instruments: credit risk, liquidity risk,
currency risk, interest rate risk and price risk. This note presents information about the Group’s exposure to
each of the above risks and the Group’s objectives, policies, and processes for measuring and managing the
risk. Further quantitative disclosures are included throughout this note.
The Group’s financial risk management is carried out by a central finance department under policies
approved by the Board of Directors. Group finance identifies, evaluates, and manages financial risks in
close co-operation with the Group’s operating units. The Board approves written principles for overall
risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate
risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and the
investment of excess liquidity.
187
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Credit risk
Credit risk arises from credit to customers, loans to customers, deferred consideration receivable, restricted
cash, as well as cash and cash equivalents including deposits with banks and financial institutions.
The Group manages credit risk through the use of credit limits for customers, regular review of the ageing of
trade and other receivables, and the review and monitoring of customer and bank credit ratings.
Trade receivables
Credit risk arising in the context of the Group’s operations is not significant with the provision for impairment
at the Balance Sheet date amounting to 2.4% of gross trade receivables (2023: 2.0%). The Group accounts
for its credit risk by appropriately providing for expected credit losses on a timely basis. In calculating the
expected credit loss rates, the Company considers historical loss rates for each category of customers and
adjusts for forward looking macroeconomic data.
Customer credit risk is managed at appropriate Group locations according to established policies,
procedures and controls. Customer credit quality is assessed in line with strict credit rating criteria and
credit limits are established where appropriate. Outstanding customer balances are regularly monitored
and a review for indicators of impairment (evidence of financial difficulty of the customer, payment default,
breach of contract etc.) is carried out at each reporting date. Individual receivables which are known to
be uncollectible are written off by reducing the carrying amount directly. The accrued income and other
receivables are assessed collectively to determine whether there is objective evidence that an impairment
has been incurred but not yet identified. For these receivables the estimated impairment losses are
recognised in a separate provision for impairment.
The Group considers that there is evidence of impairment if any of the following indicators are present:
»
Significant financial difficulties of the receivable;
»
Probability that the receivable will enter bankruptcy or financial reorganisation;
»
Default or delinquency in payments (more than 30 days overdue).
Receivables for which an impairment provision was recognised are written off against the provision when
there is no expectation of recovering additional cash.
Impairment losses are recognised in the Income Statement within selling and distribution costs. Subsequent
recoveries of amounts previously written off are credited against selling and distribution costs where the
initial impairment was recorded.
Movements in the provision for impairment of trade receivables that are assessed for impairment
collectively are as follows:
2024
€’000
2023
€’000
At 1 January
4,217
5,786
Provision for impairment recognised during the year
1,761
929
Receivables written off during the year as uncollectible
(222)
(198)
Recovery of balances previously provided for
(236)
(2,339)
Foreign currency translation
36
39
At 31 December
5,556
4,217
The trade receivables balances disclosed in Note 16 comprise a large number of customers spread across
the Group’s activities and geographies with balances classified as “not past due” representing 86.2% of the
total trade receivables balance at the Balance Sheet date (2023: 79.4%). Invoice discounting arrangements
are employed in certain of the Group’s operations where they are deemed to be of benefit by management.
188
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Under the terms of the invoice discounting non-recourse agreement, the Group has transferred substantially
all credit risk and control of certain trade receivables. The balance of the facility as at 31 December 2024 is
€111,765,000 (2023: €111,765,000). The Group has recognised an asset within trade and other receivables of
€16,765,000 (2023: €16,765,000), being the fair value of the amount receivable from the financial institutions,
representing 15% of the trade receivables transferred to the financial institutions in accordance with the
terms of the receivables purchase arrangement. The total interest expense associated with this receivables
purchase agreement during the year ended 31 December 2024 was €5,156,000 (2023: €4,765,000).
Furthermore, the Group has a further facility for invoice discounting that is with recourse to the Group.
The balance of this facility at 31 December 2024 was €9,316,000 (2023: €13,168,000). The total interest
expense associated with this invoice discounting facility during the year ended 31 December 2024 was
€828,000 (2023: €762,000). The cash inflows and outflows related to the invoice discounting facility are
reported on a net basis in the Group Cash Flow Statement as the turnover is quick.
The ageing of trade receivables at 31 December 2024 and 2023 was:
2024
€’000
2023
€’000
Not past due
193,670
161,124
Past due
0 – 30 days
22,080
29,740
30 – 60 days
6,117
5,762
60 days
2,860
6,223
Total past due
31,057
41,725
Total trade receivables
224,727
202,849
Cash and cash equivalents
Cash and cash equivalents give rise to credit risk on amounts due from counterparty financial institutions
(stemming from their insolvency or a downgrade in their credit ratings). Credit risk is managed by the regular
review of the credit ratings of these financial institutions and limiting the aggregate amount and duration
of exposure to any one counterparty primarily depending on its credit rating. All the Group’s cash and cash
equivalents are currently held with financial institutions which have investment grade credit ratings ranging
from A-1 to A-3 (2023: A-1 to A-3).
Other financial assets
The Group has investments in companies with a strategic interest to the Group which are of a non-
speculative nature. The investments and any impairment provisions are outlined in Note 13.
The carrying amount of financial assets, net of impairment provisions, represents the Group’s maximum
credit exposure. The maximum exposure to credit risk at year end was as follows:
2024
€’000
2023
€’000
Trade and other receivables*
232,574
213,202
Cash and cash equivalents
102,992
85,652
Restricted cash
294
173
Total
335,860
299,027
* Excluding prepayments and accrued income.
189
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Liquidity risk
The Group manages liquidity risk through maintaining sufficient cash and cash equivalents to meet
obligations when due, credit facilities and overdraft facilities, monitoring and managing the maturity of
borrowings, regular review of the ageing of trade and other receivables, and review and monitoring of
customer and bank credit ratings.
Management monitors forecasts of the maturity of the Group’s borrowings and other obligations.
Management forecasts cash flows expected to settle the Group’s obligations and actively monitors the level
of cash and facilities available to settle the Group’s obligations as they fall due. Forecasts of cash flows to
settle trade and other payables are generally carried out at a subsidiary level in the operating companies of
the Group in accordance with practice and limits set up by the Group.
The following table outlines the undiscounted contractual maturities of the Group’s financial liabilities at the
Balance Sheet date. The undiscounted cash flows and maturity profile differ from the amount included in
the Balance Sheet because the Balance Sheet amount is based on the discounted cash flows.
Less than
6 months
€’000
6 to 12
months
€’000
Between 1
and 2 years
€’000
Between 2
and 5 years
€’000
Over 5
years
€’000
Total
contractual
cash flows
€’000
Contractual maturity of financial liabilities
At 31 December 2024
Borrowings
9,404
–
–
271,868
–
281,272
Deferred contingent consideration
7,040
25,534
7,579
–
–
40,153
Lease obligations
11,701
11,172
20,716
52,937
105,592
202,118
Trade and other payables
550,524
–
–
–
–
550,524
578,669
36,706
28,295
324,805
105,592
1,074,067
At 31 December 2023
Borrowings
13,347
–
–
292,461
–
305,808
Deferred acquisition consideration
100
–
–
–
–
100
Deferred contingent consideration
21,788
22,616
15,507
18,350
–
78,261
Lease obligations
11,284
10,888
20,499
51,170
80,450
174,291
Trade and other payables
465,350
–
–
–
–
465,350
511,869
33,504
36,006
361,981
80,450
1,023,810
Deferred contingent consideration is provided based on management’s assessment of the fair value of
the liability taking into account the expected profitability of the acquisition. The maximum amount of
additional deferred contingent consideration not provided for in the financial statements is €6,435,000
(2023: €67,608,000) assuming the acquisitions satisfy all performance conditions as set out in
their acquisition.
Lender covenants
The Group entered into a banking facility in August 2022 that expanded both the size and number of
participating banks in the syndicate. Under this facility the Group is subject to two covenants: leverage ratio
and interest cover. Banking covenants are subject to bi-annual review, and during 2024 all covenants have
been fully complied with. These covenants are expected to be complied with for the period twelve months
after the reporting date.
190
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Currency risk
The Group primarily operates in the Republic of Ireland and the majority of the Group’s activities are
conducted in Euro. Elements of the Group’s operations are carried out in the UK, Europe, the US and
Asia Pacific. As a result, the Group is exposed to structural currency fluctuations in respect of Sterling,
Swedish Krona, the US Dollar and the Australian Dollar primarily. To the extent that the non-Euro
denominated assets and liabilities of the Group do not offset, the Group is exposed to structural currency
risk. Such movements are reported through the Group Statement of Comprehensive Income.
The Euro is the principal currency of the Group’s Irish and European businesses, Sterling is the principal
currency of the Group’s UK businesses, the Swedish Krona is the principal currency of our Nordic businesses,
the US Dollar is the principal currency of our US businesses, and the Australian Dollar is the principal
currency of our Australian businesses. The Group seeks to manage the foreign currency translation risk arising
from an investment in a foreign operation through the drawdown of borrowings denominated in the relevant
currency and designating it as a net investment hedge against the investment in the foreign operation.
The Group actively monitors the level of foreign exchange exposure and ensures that its net exposure is kept
at an acceptable level. Currency risks are regularly monitored and managed by utilising spot and forward
foreign currency contracts as appropriate for settling liabilities arising from the purchase of goods for resale
in non-functional currencies. The majority of transactions entered into by Group entities are denominated
in functional currencies and no significant level of hedging is required.
A portion of the Group’s USD denominated borrowings with a nominal amount of USD 15.0 million
(2023: USD 34.5 million) is designated as a hedge of a portion of the net investment in the Group’s
USD net assets amounting to USD 15.0 million (2023: 34.5 million). A portion of the Group’s GBP
denominated borrowings with a nominal amount of GBP 9.1 million (2023: GBP 9.1 million) is designated
as a hedge of a portion of the net investment in the Group’s GBP net assets amounting to GBP 9.1 million
(2023: GBP 9.1 million). A portion of the Group’s AUD denominated borrowings with a nominal amount of
AUD 4.2 million (2023: AUD 4.2 million) is designated as a hedge of a portion of the net investment in the
Group’s AUD net assets amounting to AUD 4.2 million (2023: AUD 4.2 million). The hedge ratio was 1:1 and
there was no ineffectiveness recognised in the Group Income Statement during the year (2023: nil).
2024
€’000
2023
€’000
Carrying value of net investment hedge
27,793
44,232
(Loss)/Gain recognised in other comprehensive income
(2,139)
1,008
Currency Risk Sensitivity Analysis
The following table demonstrates the sensitivity of profit after tax and total equity to movements in the
GBP/USD/SEK/AUD exchange rate with all other variables held constant:
2024
€’000
2023
€’000
+/– 5% change in GBP/USD/SEK/AUD Exchange rates
Impact on profit after tax*
1,190
225
Impact on total equity**
3,365
1,413
* The impact on profit after tax is based on changing the GBP/USD/SEK/AUD exchange rate used in
calculating profit after tax for the year.
** The impact on total equity is calculated by changing the GBP/USD/SEK/AUD exchange rate used in
measuring the closing balance sheet plus the impact to profit after tax for the period.
191
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 Financial instruments (continued)
Interest rate risk
The Group has no fixed rate borrowings and its receivables are carried at amortised cost. At 31 December
2024, the Group revolving credit facility (RCF) is subject to an interest rate charge based on inter-bank
interest rates (EURIBOR, GBP SONIA and USD SOFR) +1.69%. Interest charged on the RCF is subject to
change based on the Group’s leverage ratio.
Invoice discounting and non-recourse facilities are subject to interest rate charges based on the relevant
inter-bank rate/Prime +1.10% to +2.0%.
2024
€’000
2023
€’000
Variable rate borrowings (Note 18)
250,962
235,772
A decrease of fifty basis points in the interest rate would have reduced interest payable on borrowings in
finance costs by €1,261,000 (2023: €1,187,000) and consequently increased our profit before tax and equity.
An increase of fifty basis points would have increased interest payable on borrowings in finance costs
and consequently reduced our profit before tax and equity by an equal and opposite amount. A similar
movement with regard to the non-recourse facility would result in a reduction/increase of €475,000
(2023: €475,000) in interest payable.
Price risk
The Group’s exposure to equity price risk arises from investments held by the Group and classified in the
Balance Sheet as investments in equity instruments. The investments in equity instruments are measured at
fair value through OCI. The Group is exposed to the risk of an illiquid market for unlisted companies as these
investments are not traded on an active market.
Capital management
The Group’s objectives when managing capital are to:
»
Safeguard its ability to continue as a going concern and to continue to provide a return for shareholders;
and
»
Maintain an optimal capital structure and reduce the overall cost of capital.
In managing its capital structure, the Group’s capital consists of total equity and net bank debt. The Board
monitors the return on capital employed and dividend policy in order to optimise shareholder value while
allowing the Group to take advantage of opportunities that might arise to grow the business and to sustain
the ongoing development of the Group. At the year end, the Group was in a net bank debt position of
€147,676,000 (2023: net bank debt of €149,947,000). Total equity of the Group at 31 December 2024 was
€401,881,000 (2023: €333,620,000). The Directors periodically review the capital structure of the Group,
considering the cost of capital and the associated risks.
33 Future capital expenditure not provided for
At 31 December 2024 the Group had capital commitments of €38,717,000 (2023: €69,232,000).
2024
€’000
2023
€’000
Contracted for
Intangible assets
26,447
35,195
Property, plant and equipment
12,270
34,037
38,717
69,232
The majority of the amount that is contracted for relates to the strategic investment in a new Supply Chain
& Retail distribution facility in Dublin, Ireland.
192
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
34 Contingent liabilities
Subsidiaries
Pursuant to the provisions of Section 357, Companies Act 2014, the Company has put in force in respect
of the whole of the financial year ended 31 December 2024 an irrevocable guarantee of all commitments
entered into by a subsidiary including amounts shown as liabilities in the statutory financial statements
of the relevant subsidiary. The list of relevant subsidiaries is as follows: Uniphar Wholesale Limited,
Allphar Services Limited, Uniphar Commercial Ireland Limited, Allcare Management Services Limited,
Uniphar Durbin Ireland Limited, Point of Care Health Services Limited, Lindchem Designated Activity
Company, Trennamally Limited, Cahill May Roberts Limited, Uniphar Europe Limited, M3 Medical
Limited, Pagni Pharmacies Limited, Uniphar Medtech Limited, Pyramach Limited, Innerstrength Limited,
Uniphar Pharma Solutions Limited, Proluca Pharma Limited and Scale Holdings Limited.
Guarantees
The Company and certain subsidiaries have issued guarantees totalling €41,000 (2023: €67,000) in respect
of bank borrowings undertaken by past customers of Cahill May Roberts Limited. The fair values of these
guarantees are negligible.
From a Company perspective, the fair value of contingent liabilities at year end is €nil (2023: €nil).
Legal matters or claims
From time to time, in the normal course of business, the Group can be subject to claims from various
parties. Having considered the status of such matters as at 31 December 2024, the Directors are satisfied
that there are no such matters which require either a provision or contingent liability disclosure in the
financial statements.
35 Business Combinations
2023 Acquisitions
The initial assessment of the fair values of the major classes of assets acquired and liabilities assumed
in respect of the acquisitions which were completed in 2023 were performed on a provisional basis (with
the exception of McCauley Pharmacy Group which was finalised in 2023). The fair values attributable to the
assets and liabilities of these acquisitions have now been finalised. There were no fair value adjustments
made to the comparative figures during the subsequent reporting window within the measurement period
imposed by IFRS 3.
36 Related party transactions
IAS 24 Related Party Disclosures requires the disclosure of compensation paid to the Group’s key
management personnel. Key management personnel are those persons having authority and responsibility
for planning, directing, and controlling the activities of the Group. The Group classifies members of its
executive team as key management personnel. The executive team is the body of senior executives that
formulates business strategy with the Directors, follows through on implementation of that strategy and
directs and controls the activities of the Group on a day-to-day basis.
The key management personnel consists of two Executive Directors (2023: two), six Non-Executive Directors
(2023: six), and an additional nine (2023: nine) individual members at 31 December 2024.
2024
€’000
2023
€’000
Remuneration of key management personnel
Short-term employee benefits (including share-based payment charges)
12,602
11,745
Post-employment benefits
307
295
12,909
12,040
193
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
37 Group companies
Holding company
Principal activity
Uniphar plc
Investment holding company
The following are the significant subsidiary undertakings of Uniphar plc at 31 December 2024:
Incorporated
and trading in
Subsidiary name
Ownership
%**
Principal Activity
Ireland
Allcare Management Services Limited*
100
Pharmacy support services
Ireland
Allphar Services Limited*
100
Pharmaceutical supply chain
and services
Ireland
Cahill May Roberts Limited*
100
Non-trading property holding
company
Ireland
Lindchem Designated Activity Company*
100
Pharmacy holding company
Ireland
M3 Medical Limited*
100
Medical device distribution
Ireland
Pagni Pharmacies Limited*
100
Pharmacy holding company
Ireland
Point of Care Health Services Limited*
100
Specialist nursing and infusion
services
Ireland
Pyramach Limited*
100
Pharmacy holding company
Ireland
Uniphar Medtech Limited*
100
Medical device distribution
Ireland
Trennamally Limited*
100
Pharmacy holding company
Ireland
Scale Holdings Limited*
100
Medical device distribution
holding company
Ireland
Uniphar Durbin Ireland Limited*
100
Specialist provider of
pharmaceuticals
Ireland
Uniphar Europe Limited*
100
Investment holding company
Ireland
Uniphar Wholesale Limited*
100
Pharmaceutical wholesale
distributor
Ireland
Uniphar Commercial Ireland Limited*
100
Outsourcing and resourcing
Ireland
Innerstrength Limited*
100
Healthcare technology
Ireland
Uniphar Pharma Solutions Limited*
(formerly Uniphar Commercial Solutions
Limited)
100
Medical affairs services
Ireland
Proluca Pharma Limited*
100
Pharmaceutical supply chain
and services
UK
Dialachemist Limited
100
Online pharmacy and product
fostering
UK
Durbin plc
100
Specialist provider of
pharmaceuticals
UK
Macromed (UK) Limited
95.71
Medical device distribution
UK
Outcome Medical Solutions Limited
100
Investment holding company
UK
Uniphar Medtech UK Limited
100
Medical device distribution
UK
Uniphar People UK Limited
100
Outsourcing and resourcing
UK
Unisource Limited
100
Investment holding company
UK
Uniphar Commercial (E4H) UK Limited
100
Pharmaceutical marketing
UK
Devonshire Healthcare Services Limited
100
Specialist provider of
pharmaceuticals
UK
Doncaster Pharma Limited
85
Specialist provider of
pharmaceuticals
Finland
EPS Vascular OY
100
Medical device distribution
Sweden
EPS Vascular AB
100
Medical device distribution
Sweden
Uniphar Pharma Nordics AB
100
Outsourcing and resourcing
194
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
37 Group companies (continued)
Incorporated
and trading in
Subsidiary name
Ownership
%**
Principal Activity
The Netherlands
Angiocare B.V.
100
Medical device distribution
The Netherlands
BModesto Vastgoed B.V.
85
Holding company
The Netherlands
BMclinical B.V.
85
Specialist provider of
pharmaceuticals
The Netherlands
BModesto B.V.
85
Specialist provider of
pharmaceuticals
The Netherlands
SynCo Pharma B.V.
85
Specialist provider of
pharmaceuticals
The Netherlands
BMmedical B.V.
85
Medical device distribution
Switzerland
CoRRect Medical Switzerland GmbH
100
Medical device distribution
Germany
CoRRect Medical GmbH
100
Medical device distribution
US
Uniphar USA, Inc.
100
Investment holding company
US
Uniphar PA USA, LLC
100
Investment holding company
US
Uniphar C&C USA, LLC
100
Investment holding company
US
Durbin, Inc.
100
Investment holding company
US
Pharmaceutical Trade Services, Inc.
100
Specialist provider of
pharmaceuticals
US
Diligent Health Solutions, LLC
100
Telecommunications support
US
RRD International, LLC
100
Pharmaceutical advisory
US
Mdea, Inc.
100
Medical affairs services
US
The Doctor’s Channel, LLC
100
Medical affairs services
US
BESTMSLS, Inc
100
Medical affairs services
US
Uniphar Logistics USA, LLC
100
Medical device distribution
Australia
Uniphar Australia Pty Limited
100
Investment holding company
Australia
Orspec Pharma Pty Limited
100
Specialist provider of
pharmaceuticals
Singapore
Orspec Pharma PTE Limited
100
Specialist provider of
pharmaceuticals
New Zealand
Orspec Pharma Management Limited
100
Specialist provider of
pharmaceuticals
* As disclosed in Note 34, each of the above Irish registered wholly-owned subsidiaries of the Company may
avail of the exemption from filing its statutory financial statements for the year ended 31 December 2024
as permitted by Section 357 of the Companies Act 2014 and there is in force an irrevocable guarantee
from the Company in respect of all commitments entered into by such wholly-owned subsidiary, including
amounts shown as liabilities (within the meaning of Section 357 (1) (b) of the Companies Act 2014) in such
wholly-owned subsidiary’s statutory financial statements for the year ended 31 December 2024.
** With the exception of the USA subsidiaries, where the holding is in the form of membership interests,
all holdings are in the form of ordinary shares.
The above table includes four pharmacy holding companies, Lindchem Designated Activity Company,
Pagni Pharmacies Limited, Pyramach Limited and Trennamally Limited. Collectively these holding companies
hold investments in individual trading pharmacies operating under the Allcare, Hickey’s and McCauley
pharmacy brands. Trading pharmacy entities are individually not deemed significant for the purposes of
this disclosure.
Pursuant to Sections 314-316 of the Companies Act, 2014, a full list of subsidiaries, joint ventures and
associated undertakings will be annexed to the Company’s Annual Return to be filed in the Companies
Registration Office in Ireland.
195
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
37 Group companies (continued)
Incorporated in ROI
Registered office
All Irish incorporated companies
4045 Kingswood Road
Citywest Business Park
Co. Dublin
D24 V06K
Ireland
Incorporated in UK
Registered offices
Uniphar Medtech UK Limited
Uniphar Medtech Holdings UK Limited
6 Wildflower Way
Boucher Road
Belfast
BT12 6TA
Northern Ireland
Uniphar Commercial (E4H) UK Limited
3 Waterloo Farm Courtyard
Stotfold Road
Arlesey
Bedfordshire
S515 6XP
United Kingdom
All other UK incorporated companies
6th Floor
One London Wall
London EC2Y 5EB
United Kingdom
Incorporated in The Netherlands
Registered offices
Angiocare B.V.
Eemweg 00031 21
3755LC
Eemnes
The Netherlands
Uniphar Pharma B.V.
De Tweeling 00020
5215MC
S-Hertogenbosch
The Netherlands
All other Netherlands incorporated companies
Minervaweg 2
8239 DL
Lelystad
The Netherlands
196
Overview
Strategic Review
Governance
Financial Statements
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
37 Group companies (continued)
Incorporated in the US
Registered offices
Durbin, Inc.
Pharmaceutical Trade Services, Inc.
5820 Gulf Tech Drive
Ocean Springs
Mississippi 39564
United States
RRD International, LLC
838 Walker Road
Suite 21-2
Dover, Kent, Delaware 19904
United States
Diligent Health Solutions, LLC
2595 Interstate Drive
Suite 103
Harrisburg
PA17110
United States
Mdea, Inc.
The Doctor’s Channel, LLC
BESTMSLs, Inc.
9075 S. Eastern Ave., Suite 6-260
Las Vegas,
Nevada, 89123
United States
All other USA incorporated companies
1209 Orange Street
Wilmington
New Castle County
Delaware 19801
United States
Incorporated in Sweden
Registered offices
Uniphar Pharma Nordics AB
Regeringsgatan 29
111 53 Stockholm
Sweden
All other Swedish incorporated companies
Hamnplanen 24
263 61 Viken
Skåne län
Sweden
Incorporated in Finland
Registered office
EPS Vascular OY
Hauralantie 43
37800 LEMPÄÄLÄ
Finland
Incorporated in Germany
Registered office
CoRRect Medical GmbH
Bahnhofstrasse 32
82041 Oberhaching
Germany
Incorporated in Switzerland
Registered office
CoRRect Medical Switzerland GmbH
Seefeldstrasse 19
8008 Zürich
Switzerland
197
Uniphar Plc Annual Report 2024
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
37 Group companies (continued)
Incorporated in Australia
Registered office
Uniphar Australia Pty Limited
Orspec Pharma Pty Limited
c/o Baker & McKenzie
Tower One
International Towers Sydney
Level 46
100 Barangaroo Avenue
Sydney, NSW 2000
Australia
Incorporated in Singapore
Registered office
Orspec Pharma PTE Limited
18 Howard Road
#06-07 Novelty Bizcentre
Singapore, 369585
Incorporated in New Zealand
Registered office
Orspec Pharma Management Limited
c/o NZ Tax Accountants Limited
Suite A
Floor 8 Harbourview Building
152 Quay Street
Auckland Central
Auckland
1010
New Zealand
The following were changes to the Group’s structure during 2024:
»
In December 2024, the Group disposed of 100% of the membership interests of Inspired Insight, LLC;
»
In March 2024, the Group disposed of 100% of the ordinary share capital of Duffy’s Medical Hall Limited;
»
As set out in Note 27, the Group purchased the remaining 20% shareholding in Dialachemist Limited and
the remaining 1% shareholding in Innerstrength Limited increasing the ownership in both entities to 100%.
The Group also acquired a further 0.76% of Macromed (UK) Limited taking the Group share from a 94.95%
to 95.71% shareholding.
During 2024, the Group incorporated the following companies:
»
CoRRect Medical Switzerland GmbH.
38 Post balance sheet events
The Board has approved to commence, but not yet contracted, the launch of a share buyback programme
subject to market conditions.
There were no other material events subsequent to 31 December 2024 that would require adjustment to or
disclosure in this report.
39 Approval of financial statements
The Directors approved the financial statements on 24 February 2025.
198
Overview
Strategic Review
Governance
Financial Statements
The Group reports certain financial measurements that are not required under IFRS. These key alternative
performance measures (APMs) represent additional measures in assessing performance and for reporting
both internally, and to shareholders and other external users. The Group believes that the presentation of
these APMs provides useful supplemental information which, when viewed in conjunction with IFRS financial
information, provides stakeholders with a more meaningful understanding of the underlying financial and
operating performance of the Group and its divisions. These measurements are also used internally to
evaluate the historical and planned future performance of the Group’s operations.
None of these APMs should be considered as an alternative to financial measurements derived in accordance
with IFRS. The APMs can have limitations as analytical tools and should not be considered in isolation or as
a substitute for an analysis of results as reported under IFRS.
During 2024, the Group amended the definition of the Free cash flow conversion to include the principal
and interest payments on leases as a deduction to EBTIDA. This change enhances the understanding and
comparability of the financial statements.
The principal APMs used by the Group, together with reconciliations where the APMs are not readily
identifiable from the financial statements, are as follows:
Definition
Why we measure it
EBITDA
&
Adjusted EBITDA
Earnings before exceptional items, net finance
expense, income tax expense, depreciation,
intangible assets amortisation and share-based
payment expense.
Earnings before exceptional items, net finance
expense, income tax expense, depreciation,
intangible assets amortisation and share-
based payment expense, adjusted for the
impact of IFRS 16 and the pro-forma EBITDA
of acquisitions.
EBITDA provides management with an
assessment of the underlying trading
performance of the Group and excludes
transactions that are not reflective of the
ongoing operations of the business, allowing
comparison of the trading performance of the
business across periods and/or with other
businesses.
Adjusted EBITDA is used for leverage
calculations.
Net bank debt
Net bank debt represents the net total of
current and non‑current borrowings, cash
and cash equivalents, and restricted cash as
presented in the Group Balance Sheet.
Net bank debt is used by management as
an input into the Group’s current leverage
calculation which management will consider
when evaluating investment opportunities,
potential acquisitions, and internal
resource allocation.
Net debt
Net debt represents the total of net bank debt,
plus current and non-current lease obligations
as presented in the Group Balance Sheet.
Net debt is used by management as it gives
a complete picture of the Group’s debt
including the impact of lease liabilities
recognised under IFRS 16.
Leverage
Net bank debt divided by adjusted EBITDA for
the period.
Leverage is used by management to evaluate
the Group’s ability to cover its debts. This
allows management to assess the ability of
the Company to use debt as a mechanism to
facilitate growth.
Adjusted
Operating Profit
This comprises operating profit as reported
in the Group Income Statement before
amortisation of acquired intangible assets and
exceptional items (if any).
Adjusted operating profit is used to assess
the underlying operating performance
excluding the impact of non-operational
items. This is a key measure used by
management to evaluate the businesses’
operating performance.
ALTERNATIVE PERFORMANCE MEASURES
199
Uniphar Plc Annual Report 2024
ALTERNATIVE PERFORMANCE MEASURES (CONTINUED)
Definition
Why we measure it
Adjusted
earnings per
share
&
Like-for-
Like adjusted
earnings per
share
This comprises profit for the financial period
attributable to owners of the parent as
reported in the Group Income Statement before
exceptional items (if any), amortisation of
acquisition related intangibles (and related tax
thereon) and share-based payment expense,
divided by the weighted average number of
shares in issue in the period.
Like-for-like adjusted earnings per share is
calculated for both the current and prior
period by dividing the profit of the relevant
period attributable to owners of the parent as
reported in the Group Income Statement before
exceptional items (if any), amortisation of
acquisition related intangibles and share-based
payment expense, by the weighted average
number of shares in issue in the current period.
Adjusted EPS is used to assess the after-
tax underlying performance of the business
in combination with the impact of capital
structure actions on the share base. This
is a key measure used by management
to evaluate the businesses operating
performance, generate future operating plans,
and make strategic decisions.
Like-for-like adjusted EPS is used to assess
the after-tax underlying performance of the
business assuming a constant share base.
Free cash flow
conversion
Free cash flow conversion is calculated as
EBITDA, less investment in working capital,
less maintenance capital expenditure,
less principal and interest payments on leases,
and foreign currency translation adjustments,
divided by EBITDA.
Free cash flow represents the funds
generated from the Group’s ongoing
operations. These funds are available for
reinvestment, and for future acquisitions as
part of the Group’s growth strategy. A high
level of free cash flow conversion is key to
maintaining a strong, liquid balance sheet.
Return on capital
employed (ROCE)
ROCE is calculated as the 12 months
rolling operating profit before the impact
of exceptional costs and amortisation of
acquisition related intangibles, expressed as
a percentage of the adjusted average capital
employed for the same period. The average
capital employed is adjusted to ensure
the capital employed of acquisitions and
divestments completed during the period
is appropriately time apportioned.
This measure allows management to monitor
business performance, review potential
investment opportunities and the allocation
of internal resources.
EBITDA
2024
€’000
2023
€’000
Operating profit
Income Statement
81,989
67,708
Exceptional charge recognised in operating profit
Note 4
3,161
10,047
Amortisation
Note 11
6,064
6,204
Depreciation
Note 12
29,300
29,202
Share-based payment expense
Note 28
2,944
2,824
EBITDA
123,458
115,985
Adjust for the impact of IFRS 16
(22,977)
(21,666)
Pro-forma EBITDA of acquisitions
–
543
Adjusted EBITDA
100,481
94,862
200
Overview
Strategic Review
Governance
Financial Statements
ALTERNATIVE PERFORMANCE MEASURES (CONTINUED)
Net bank debt
2024
€’000
2023
€’000
Cash and cash equivalents
Balance Sheet
102,992
85,652
Restricted cash
Balance Sheet
294
173
Bank loans repayable within one year
Balance Sheet
(9,316)
(13,168)
Bank loans payable after one year
Balance Sheet
(241,646)
(222,604)
Net bank debt
(147,676)
(149,947)
Net debt
2024
€’000
2023
€’000
Net bank debt
Alternative Performance Measures
(147,676)
(149,947)
Current lease obligations
Balance Sheet
(22,580)
(20,134)
Non-current lease obligations
Balance Sheet
(132,612)
(126,083)
Net debt
(302,868)
(296,164)
Leverage
2024
€’000
2023
€’000
Net bank debt
Alternative Performance Measures
(147,676)
(149,947)
Adjusted EBITDA
Alternative Performance Measures
100,481
94,862
Leverage (times)
1.47
1.58
Adjusted operating profit
2024
2023
€’000
€’000
Operating profit
Income Statement
81,989
67,708
Amortisation of acquisition related intangibles
3,428
3,341
Exceptional charge recognised in operating profit
Note 4
3,161
10,047
Adjusted operating profit
88,578
81,096
201
Uniphar Plc Annual Report 2024
ALTERNATIVE PERFORMANCE MEASURES (CONTINUED)
Adjusted earnings per share
2024
€’000
2023
€’000
Adjusted earnings per share has been calculated by reference to the following:
Profit for the financial year attributable to owners of the parent
64,203
44,815
Exceptional credit recognised in Income Statement (Note 4)
(14,345)
(661)
Amortisation of acquisition related intangibles
3,428
3,341
Tax credit on acquisition related intangibles
(380)
(363)
Share-based payments expense
2,944
2,824
Profit after tax excluding exceptional items
55,850
49,956
Weighted average number of shares in issue in the year (000’s)
273,015
273,015
Adjusted basic and diluted earnings per ordinary share (in cent)
20.5
18.3
Like-for-like weighted average number of shares (000’s)
273,015
273,015
Like-for-like adjusted earnings per ordinary share (in cent)
20.5
18.3
Free cash flow conversion
2024
€’000
2023
€’000
EBITDA
Alternative Performance Measures
123,458
115,985
Increase in inventory
Note 29
(17,159)
(16,868)
Increase in receivables
Note 29
(18,378)
(67,073)
Increase in payables
Note 29
84,423
67,717
Foreign currency translation adjustments
Note 29
(522)
172
Payments to acquire property, plant and
equipment – Maintenance
Cash Flow Statement
(10,911)
(7,192)
Payments to acquire intangible assets –
Maintenance
Cash Flow Statement
(6,172)
(3,771)
Payments on leases – principal and interest
Note 21
(25,570)
(21,488)
Free cash flow
129,169
67,482
Adjustment for settlement of acquired
financial liabilities*
1,120
2,068
130,289
69,550
EBITDA
123,458
115,985
Free cash flow conversion
105.5%
60.0%
* The adjustment to free cash flow ensures that payments made after an acquisition to settle loans with
former shareholders of acquired companies, or other similar financial liabilities, are excluded from the
movement in payables in the free cash flow conversion calculation.
202
Overview
Strategic Review
Governance
Financial Statements
ALTERNATIVE PERFORMANCE MEASURES (CONTINUED)
Return on capital employed
2024
€’000
2023
€’000
2022
€’000
Rolling 12 months operating profit
81,989
67,708
53,155
Adjustment for exceptional costs
3,161
10,047
16,415
Amortisation of acquisition related intangibles
3,428
3,341
2,708
Adjusted 12 months rolling operating profit
88,578
81,096
72,278
Total equity
401,881
333,620
289,783
Net bank debt
147,676
149,947
91,217
Deferred contingent consideration (Note 19)
39,182
75,061
91,798
Deferred consideration payable (Note 22)
–
100
523
Total capital employed
588,739
558,728
473,321
Average capital employed
573,734
516,025
Adjustment for acquisitions and divestments (Note A / B below)
10,883
18,556
Adjusted average capital employed
584,617
534,581
Return on capital employed
15.2%
15.2%
Note A: Adjustment for divestments (2024)
Capital
employed
€’000
Completion
Date
Adjustment
€’000
Inspired Insight, LLC
21,834 December 2024
10,917
Duffy’s Medical Hall Limited
100
March 2024
(34)
Adjustment for divestments during 2024
10,883
Note B: Adjustment for acquisitions (2023)
Capital
employed
€’000
Completion
Date
Adjustment
€’000
McCauley Pharmacy Group
49,407
February 2023
20,586
Other acquisitions completed during 2023
6,564
Various
(2,030)
Adjustment for acquisitions during 2023
18,556
The adjustment ensures that the capital employed of acquisitions and divestments completed during the
period are appropriately time apportioned to align with the corresponding periods for adjusted operating
profit. These adjustments include cash consideration, deferred and deferred contingent consideration,
debt acquired/disposed, cash acquired/disposed, and any cash impact of shareholder loans or other similar
financial liabilities repaid post-acquisition.
203
Uniphar Plc Annual Report 2024
GLOSSARY OF TERMS
AGM
Annual General Meeting
APAC
Asia Pacific region
APM
Alternative Performance Measures
Articles
Articles of Association of Uniphar plc
BESTMSLs
Group
MDea, Inc, The Doctor’s Channel, LLC, and
BESTMSLs, Inc
BModesto Group BModesto Vastgoed B.V., BMclinical
B.V., BModesto B.V., SynCo Pharma B.V.
BMmedical B.V., Doncaster Pharma Limited
Board
The Board of Directors of Uniphar plc
CCPC
Irish Competition and Consumer Protection
Commission
CDP
Carbon Disclosure Project
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CGU
Cash-Generating Unit
Company
Uniphar plc
CSO
Contract Sales Outsourcing
CSRD
Corporate Sustainability Reporting Directive
Diligent
Diligent Health Solutions, LLC
Durbin
Durbin plc and Durbin Inc
EAPs
Expanded Access Programs
EBITDA
Earnings Before Share based payments,
Interest, Tax, Depreciation and Amortisation
ED&I
Equity, Diversity and Inclusion Policy
EEIO
Environmentally-Extended Input-Output
EGM
Extraordinary General Meeting
EPS
Earnings Per Share
EPS Group
EPS Vascular AB, EP Endovascular AB and
EPS Vascular OY
ERP
Enterprise Resource Planning
ESG
Environmental, Social, and Governance
EU
European Union
FDA
Food and Drug Administration
FMD
Falsified Medicine Directive
FVOCI
Fair Value through Other Comprehensive
Income
FVPL
Fair Value through Profit or Loss
FY
Financial Year
FX movement
Foreign currency movement
GAAP
Generally Accepted Accounting Principles
GDP
Good Distribution Practice Regulations
GDPR
General Data Protection Regulation
GMP
Good Manufacturing Practice Regulations
GP
General Practitioner
GxP
‘good practice’ Quality Guidelines and
Regulations
GRI
Global Reporting Initiative
Group
Uniphar plc and Subsidiary undertakings of
Uniphar plc
HCP
Healthcare Professional
HPRA
The Irish Health Products Regulatory
Authority
HSBC
HSBC Continental Europe Bank
HR
Human Resources
HSE
Health Service Executive in Ireland
H&S
Health and Safety
IAS
International Accounting Standard
ICP
Independent Community Pharmacy
ICT
Information and Communication
Technologies
IEA NZE
International Energy Agency Net Zero
Emissions
IFRS
International Financial Reporting Standards
Inc.
Incorporated
IPHA
Irish Pharmaceutical Healthcare Association
IPO
Initial Public Offering
IPOS
Independent Pharmacy Ownership Scheme
IT
Information Technology
KPI
Key Performance Indicator
LEED
Leadership in Energy and Environmental
Design
LTIP
Long Term Incentive Plan
MAPs
Managed Access Programs
MCAM
Multi-Channel Account Managers
MENA
Middle East and North Africa
MSL
Medical Science Liaison
M&A
Mergers and Acquisitions
N/A
Not Applicable
NGO
Non-Governmental Organisations
NHS
National Healthcare Service in the United
Kingdom
OCI
Other Comprehensive Income
Orspec Group
Orspec Pharma Pty Limited, Orspec Pharma
PTE Limited, Orspec Pharma Management
Limited
OTC
Over-the-Counter
PAYE
Pay As You Earn
PLC
Public Limited Company
PPE
Personal Protective Equipment
PwC
PricewaterhouseCoopers
Q1
Quarter 1 (1 January to 31 March)
Q2
Quarter 2 (1 April to 30 June)
Q3
Quarter 3 (1 July to 30 September)
Q4
Quarter 4 (1 October to 31 December)
QCA Code
Quoted Companies Alliance Corporate
Governance Code
QMS
Quality management system
RBC
Royal Bank of Canada
RCP
Representative Concentration Pathway
RNS
Regulatory News Service
ROCE
Return on Capital Employed
ROI
Republic of Ireland
ROW
Rest of the World
RRD
RRD International, LLC
SASB
Sustainability Accounting Standards Board
SBTi
Science Based Target Initiatives
SDG
Sustainable Development Goals
TCFD
Task Force on Climate-related Financial
Disclosures
tCO2e
Tonnes of carbon dioxide equivalent
TSR
Total Shareholder Return
UK
United Kingdom
UK Code
UK Corporate Governance Code
Uniphar
Uniphar plc and Subsidiary undertakings of
Uniphar plc
UN
The United Nations
US
United States of America
VAT
Value Added Tax
VPN
Virtual Private Network
2018 pro-forma
EBITDA
2018 pro-forma EBITDA of €46.3m as
disclosed in our Admission document
204
Overview
Strategic Review
Governance
Financial Statements
NOTES
205
Uniphar Plc Annual Report 2024
NOTES
Design: reddog.ie
Uniphar plc’s commitment to environmental sustainability is
refl ected in this Annual Report. This report is printed in Ireland
using environmental print technology which minimises the
impact of printing on the environment. This report is printed
on Horizon Off set paper and board, which is chlorine free and
sustainably sourced from European managed forests.
Uniphar plc
4045 Kingswood Road,
Citywest Business Park, Co. Dublin
D24 VO6K
T +353 1 428 7777
www.uniphar.ie