Annual financial statement
Page 1
Preliminary Final Report (Issued in accordance with ASX Listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E) 30 June 2026
Page 2
Paragon Care Limited ParagonCare is one of Asia Pacific’s leading diversified healthcare distributors and manufacturers. We’ve been delivering pharmaceuticals, capital equipment, diagnostics, medical consumables, devices and complementary medicines for over 100 years. We started out in Australia in 1918, and our transformational journey culminated in our 2024 merger of Clifford Hallam and ParagonCare. Today, we are an ASX-listed diversified healthcare leader, making healthcare simpler, smarter, and more accessible across Asia Pacific. ParagonCare acknowledges the Traditional Owners of the country in which our headquarters are located, in Australia. We recognise the continuing connection to lands, waters and communities and pay our respects to Aboriginal and Torres Strait Islander cultures and their Elders past and present. Foreword Acknowledgement of Country and Traditional Owners
Page 3
Appendix 4E - Preliminary Final Report Paragon Care Limited 3 Contents 4 Part 1 - Appendix 4E 10 Part 4 - Statement of changes in equity 12 Part 7 - Material A ccounting Policy Information: Significant judgements and estimates 15 Part 10 - Cash and cash equivalents 8 Part 2 - Statement of profit or loss and other comprehensive income 11 Part 5 - Statement of cash flows 12 Part 8 - Operating segments 16 Part 11 - Trade and other receivables 19 Part 13 - Goodwill and other intangible assets 23 Part 16 - Business Combinations 9 Part 3 - Statement of financial position 12 Part 6 - Basis of preparation 14 Part 9 - Profit from Ordinary Activities 18 Part 12 - Inventories 22 Part 15 - Dividends 29 Part 18 - Events a fter the reporting period 20 Part 14 - Borrowings 29 Part 17 - Earnings per share
Page 4
Appendix 4E - Preliminary Final Report Paragon Care Limited 4 1. Company details 2. Results for announcement to the market Review of operations APPENDIX 4E For the year ended 30 June 2026 Name of entity: Paragon Care Limited ABN: 76 064 551 426 Reporting period: For the year ended 30 June 2026 Previous period: For the year ended 30 June 2025 $’000 Revenues from ordinary activities up 1.8% to 3,680,544 Net profit from ordinary activities after tax attributable to the owners of Paragon Care Limited down 177.9% to (16,028) Net profit for the year attributable to the owners of Paragon Care Limited down 177.9% to (16,028) (i) Earnings before interest, tax, depreciation and amortisation (‘EBITDA’) and Underlying earnings before interest, tax, depreciation and amortisation (‘Underlying EBITDA’) are non-IFRS financial information metrics and have not been subject to audit or review by ParagonCare’s external auditor in accordance with Australian Auditing Standards. Underlying EBITDA is presented to provide insights into the operating and financial performance of the Group to the users of the financial statements. (ii) Includes the lifetime expected credit loss expense of $38.0 million recognised for Infinity Group balances net of recovered GST of $3.1 million. (iii) Includes external consultants and professional advisers costs plus dedicated internal resources for M&A activity only (iv) Staff redundancy costs & salaries and wages of exited roles as part of merger integration activity (v) Unrealised (gain)/loss on FX hedges and other currency remeasurements. (vi) Share based payment valued in accordance with AASB2 in relation to CEO integration period equity incentive plan 30 June 2026 $’000 30 June 2025 $’000 Change $’000 Change % Revenue 3,680,544 3,613,887 66,657 1.8% Cost of goods sold (3,333,086) (3,289,886) (43,200) 1.3% Gross margin 347,458 324,001 23,457 7.2% Profit before tax (21,673) 25,461 (47,134) (185.1%) Depreciation and amortisation expenses 37,271 29,833 7,438 24.9% Finance costs 35,218 33,172 2,046 6.2% Earnings before interest, tax, depreciation and amortisation ('EBITDA')(i) 50,816 88,466 (37,650) (42.6%) EBITDA 50,816 88,466 (37,650) (42.6%) Provision for Infinity Group debt, net of GST recoverable(ii) 34,899 - 34,899 n/a Mergers & acquisitions and related costs(iii) 4,708 - 4,708 n/a Restructuring & integration costs(iv) 6,433 2,803 3,630 129.5% FX hedges and other currency measurements(v) (1,557) 3,934 (5,491) (139.6%) Share based payments(vi) 1,869 - 1,869 n/a Underlying EBITDA 97,168 95,203 1,965 2.1%
Page 5
Appendix 4E - Preliminary Final Report Paragon Care Limited 5 Group summary of financial performance The Group delivered on its organic and regional growth strategy, which delivered a solid underlying result during the year ended 30 June 2026. Revenue was up by 1.8% to $3,680,544,000 and gross margin was up 7.2% to $347,458,000. Underlying EBITDA increased by 2.1% to $97,168,000 with organic and accretive growth from the Asia segment supporting the underlying growth. The reported net loss for Paragon Care Limited and its controlled entities (the ‘Consolidated Group’) after providing for income tax amounted to $(16,028,000) (30 June 2025: net profit of $20,574,000). The loss in the current period is largely attributable to the provision recorded against the debt owed by Infinity Pharmacy Group (“Infinity Group”). Refer below for further information. Update on balances due from the Infinity Pharmacy Group (“Infinity Group”) Background As previously disclosed in the Group’s 30 June 2025 Annual Report and 31 December 2025 Interim Financial Report, Paragon Care Limited (“the Group”) had balances due from the Infinity Pharmacy Group (“Infinity Group”) of $57.1 million as at 30 June 2025, against which an expected credit loss (“ECL”) allowance of $1.2 million was recognised. The Group ceased supply to Infinity Group in March 2025. Voluntary administrators were appointed to Infinity Group in December 2025 and January 2026, and receivers were separately appointed to a significant number of Infinity Group entities. At 31 December 2025, gross amounts owing from Infinity Group totalled $48.5 million, against which the Group recognised a lifetime ECL allowance of 100% ($48.5 million), resulting in an ECL expense of $47.3 million for the six months then ended and a net carrying value of nil. Developments during the year The administrators of Infinity Group (the “Administrators”) have continued a formal sale and restructuring process throughout the year, under which the majority of Infinity Group’s pharmacy businesses are being sold to third-party purchasers. The Group has continued to engage actively and constructively with the Administrators as a significant secured creditor. On 7 August 2026, the Administrators issued an updated estimated outcome analysis to secured creditors (the “EOA Report”), setting out a directional, non-binding range of modelled outcomes for creditor recoveries, reflecting matters including the number of pharmacy stores expected to complete sale, the timing of completion (modelled between September and December 2026), and a number of unresolved matters affecting the priority and value of individual creditors claims (including the Group). Accounting treatment at 30 June 2026 An updated EOA Report was received after 30 June 2026 but prior to the authorisation of these financial statements for issue. As the appointment of administrators and receivers, and the conditions giving rise to impairment of the Group’s Infinity Group receivable, existed prior to 30 June 2026, the Directors consider the EOA Report provides additional evidence of conditions that existed at the reporting date and have accounted for it as an adjusting subsequent event in accordance with AASB 110 Events after the Reporting Period. Based on the updated EOA Report and other information available, the Directors have reassessed the recoverability of the Group’s Infinity Group receivable. The updated EOA Report modelled six scenarios reflecting differing assumptions regarding store completion rates, sale values, and completion timing, indicating an estimated range of recovery to the Group of approximately $9 million to $13 million. Having regard to this range, and having exercised judgement as to the relative likelihood of the scenarios modelled — including the effect of store closures already confirmed by landlords, unresolved lease negotiations affecting a further number of stores, and unresolved disputes between secured creditors regarding claim priority and cross-collateralised security — the Directors have determined an estimate of the recoverable amount, at 30 June 2026, of $9.3 million (approximately 19% of the gross amount owing), based on the scenarios modelled by the Administrators to date. This is consistent with the requirement in AASB 9 Financial Instruments that expected credit losses reflect an unbiased and probability-weighted amount determined by evaluating a range of possible outcomes. This reflects a reversal of $9.3 million against the ECL allowance recognised in profit or loss during the second half of the financial year, following the 100% ECL allowance recognised in the six months to 31 December 2025. Overall, the Group recognised a net ECL expense of $38.0 million in profit or loss for the year ended 30 June 2026 (2025: $nil), comprising the $47.3 million ECL expense recognised in the six months to 31 December 2025, partially offset by the $9.3 million reversal recognised in the six months to 30 June 2026. This remains a significant area of estimation uncertainty and judgement. The ultimate amount and timing of recovery is dependent on matters outside the Group’s control, including completion of the sale process, resolution of disputed creditor claims, and finalisation of the Administrators’ analysis, which remains preliminary and subject to change. Actual recovery may differ materially from the amount recognised and will continue to be reassessed at each future reporting date as further information becomes available. APPENDIX 4E CONTINUED For the year ended 30 June 2026
Page 6
Appendix 4E - Preliminary Final Report Paragon Care Limited 6 5. Control gained over entities On 2 July 2025, the Group acquired 100% of the share capital of AHP Dental & Medical Pty Ltd (AHP). On 15 December 2025, the Group acquired 100% of the share capital of Somnotec (S) Pte. Ltd. (‘Somnotec Singapore’), Somnotec (M) Sdn. (‘Somnotec Malaysia’), Somnotec Philippines Inc (‘Somnotec Philippines’) and PT Somnotec Indonesia (‘Somnotec Indonesia’) (collectively ‘Somnotec Group’). On 30 January 2026, the Group acquired 100% of the share capital of Fisher Biotec Pty Ltd (‘Fisher’). On 6 February 2026, the Group acquired 100% of the share capital of Pacific Medical (Hong Kong) Company Limited, MD Medical Logistics & Services Limited, and PMC (ANZ) Pty Ltd (collectively, ‘Pacific Medical Group’). On 31 March 2026, the Group acquired 100% of the issued share capital of Transpacific Medical Co. Ltd. (Transpacific). On 1 April 2026, the Group acquired the business of Presidental Pty Ltd and Rockpac South Pacific Pty Ltd (Presidental). On 1 April 2026, the Group acquired 100% of the share capital of PT Haju Medical Indonesia and Insightof Co., Ltd. (collectively, “Haju Medical”). 6. Loss of control over entities Not applicable. 7. Dividends Current period There were no dividends paid, recommended or declared during the current financial period. 8. Dividend reinvestment plans Not applicable. 9. Details of associates and joint venture entities Not applicable. 3. Any other significant information needed by an investor Additional significant information supporting the Appendix 4E to make an informed assessment of the Group’s financial performance and financial position is contained in the accompanying Preliminary final report, which comprises the Directors’ Report and the Consolidated Financial Statements for the year ended 30 June 2026. 4. Net tangible assets Reporting period Cents Previous period Cents Net tangible assets per ordinary security (8.59) (3.30) APPENDIX 4E CONTINUED For the year ended 30 June 2026
Page 7
Appendix 4E - Preliminary Final Report Paragon Care Limited 7 10. Foreign entities Details of origin of accounting standards used in compiling the report: Not applicable. 11. Audit qualification or review Details of audit/review dispute or qualification (if any): This preliminary final report is based upon the financial statements for the year ended 30 June 2026, which are in the process of being audited by Ernst & Young. 12. Attachments Details of attachments (if any): The Preliminary Final Report of ParagonCare for the year ended 30 June 2026 is attached. 13. Authority for release Authorised for release by the Board of Directors 26 August 2026 APPENDIX 4E CONTINUED For the year ended 30 June 2026
Page 8
Appendix 4E - Preliminary Final Report Paragon Care Limited 8 Consolidated Note 30 June 2026 $’000 30 June 2026 $’000 Revenue Revenue 9 3,680,544 3,613,887 Cost of goods sold 9 (3,333,086) (3,289,886) Gross profit 347,458 324,001 Other income 4,915 281 Interest income 2,206 3,134 Expenses Warehousing and distribution expenses (63,168) (54,356) Employee benefits expenses (152,726) (141,894) Administration expenses 9 (87,869) (38,224) Depreciation and amortisation expenses (37,271) (29,833) Finance costs 9 (35,218) (33,172) Other expenses - (4,476) Profit/(loss) before income tax (expense)/benefit (21,673) 25,461 Income tax (expense)/benefit 5,645 (4,887) Profit/(loss) after income tax (expense)/benefit for the year attributable to the owners of Paragon Care Limited (16,028) 20,574 Other comprehensive income Items that will not be reclassified subsequently to profit or loss Actuarial gain/(loss) on defined benefit plans, net of tax (47) (106) Items that may be reclassified subsequently to profit or loss Hedges reserves, net of tax (400) (35) Foreign currency translation (19,361) 16,708 Other comprehensive income/(loss) for the year, net of tax (19,808) 16,567 Total comprehensive income/(loss) for the year attributable to the owners of ParagonCare (35,836) 37,141 Basic earnings/(loss) per share (0.97) 1.24 Diluted earnings/(loss) per share (0.97) 1.24 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2026 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
Page 9
Appendix 4E - Preliminary Final Report Paragon Care Limited 9 Consolidated Note 31 Dec 2025 $’000 30 June 2025 $’000 Assets Current assets Cash and cash equivalents 10 23,676 20,329 Trade and other receivables 11 370,727 401,538 Inventories 12 342,134 282,544 Derivative financial instruments 216 394 Income tax refund due - 3,057 Other assets 42,807 49,551 Total current assets 779,560 757,413 Non-current assets Trade and other receivables 11 3,851 1,000 Other assets 11,110 10,147 Investment properties 1,139 1,678 Property, plant and equipment 55,001 31,189 Right-of-use assets 69,553 44,633 Goodwill and other intangible assets 13 449,715 395,474 Deferred tax asset 3,431 2,177 Total non-current assets 593,800 486,298 Total assets 1,373,360 1,243,711 Liabilities Current liabilities Trade and other payables 601,151 575,768 Contract liabilities 5,320 4,868 Borrowings 14 222,569 160,360 Lease liabilities 14,435 12,094 Make good provision 515 47 Derivative financial instruments 856 4,656 Employee benefits 14,631 13,405 Income tax payable 2,559 - Vendor conditional payables 22,296 264 Total current liabilities 884,332 771,462 Non-current liabilities Contract liabilities 489 272 Borrowings 14 85,167 76,359 Lease liabilities 66,731 43,473 Make good provision 5,288 4,187 Deferred tax liability - 12,415 Employee benefits 1,803 1,849 Vendor conditional payables 33,675 3,852 Total non-current liabilities 193,153 142,407 Total liabilities 1,077,485 913,869 Net assets 295,875 329,842 Equity Issued capital 328,488 328,488 Reserves (713) 17,226 Accumulated losses (31,900) (15,872) Total equity 295,875 329,842 STATEMENT OF FINANCIAL POSITION For the year ended 30 June 2026 The above statement of financial position should be read in conjunction with the accompanying notes
Page 10
Appendix 4E - Preliminary Final Report Paragon Care Limited 10 Consolidated Issued capital $’000 Reserves $’000 Accumulated losses $’000 Total equity $’000 Balance at 1 July 2024 328,488 (325) (36,446) 291,717 Net profit after income tax expense for the year - - 20,574 20,574 Other comprehensive income for the year, net of tax - 16,567 - 16,567 Total comprehensive income for the year - 16,567 20,574 37,141 Transactions with owners in their capacity as owners: Share-based payments - 984 - 984 Balance at 30 June 2025 328,488 17,226 (15,872) 329,842 Consolidated Issued capital $’000 Reserves $’000 Accumulated losses $’000 Total equity $’000 Balance at 1 July 2025 328,488 17,226 (15,872) 329,842 Net loss after income tax benefit for the year - - (16,028) (16,028) Other comprehensive income/(loss) for the year, net of tax - (19,808) - (19,808) Total comprehensive income/(loss) for the year - (19,808) (16,028) (35,836) Transactions with owners in their capacity as owners: Share-based payments - 1,869 - 1,869 Balance at 30 June 2026 328,488 (713) (31,900) 295,875 STATEMENT OF CHANGE IN EQUITY For the year ended 30 June 2026 The above statement of change in equity should be read in conjunction with the accompanying notes
Page 11
Appendix 4E - Preliminary Final Report Paragon Care Limited 11 Consolidated Note 30 June 2026 $’000 30 June 2025 $’000 Cash flows from operating activities Receipts from customers (inclusive of GST) 4,096,324 3,919,189 Payments to suppliers and employees (inclusive of GST) (4,030,615) (3,886,917) 65,709 32,272 Interest received 89 2,469 Interest and other finance costs paid (29,783) (30,035) Interest paid on lease liabilities (4,573) (3,137) Income taxes paid (2,348) (14,992) Net cash from/(used in) operating activities 29,094 (13,423) Cash flows from investing activities Cash consideration for the acquisition of business, net of cash acquired (51,412) (463) Payments for property, plant and equipment (30,579) (11,691) Payments for intangibles (2,577) (5,172) Proceeds from disposal of property, plant and equipment 1,531 685 Net cash used in investing activities (83,037) (16,641) Cash flows from financing activities Proceeds from borrowings 3,856,142 3,920,783 Repayment of borrowings (3,783,405) (3,880,626) Repayment of lease liabilities (13,314) (11,002) Net cash from financing activities 59,423 29,154 Net increase/(decrease) in cash and cash equivalents 5,480 (910) Cash and cash equivalents at the beginning of the financial year 20,329 19,944 Net foreign exchange difference (2,133) 1,295 Cash and cash equivalents at the end of the financial year 23,676 20,329 STATEMENT OF CASH FLOWS For the year ended 30 June 2026 The above statement of cash flows should be read in conjunction with the accompanying notes
Page 12
Appendix 4E - Preliminary Final Report Paragon Care Limited 12 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2026 Part 6 - Basis of preparation This preliminary final report has been prepared in accordance with ASX Listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E. This report is to be read in conjunction with any public announcements made by Paragon Care Limited during the reporting period in accordance with continuous disclosure requirements of the Corporations Act 2001 and the Australian Securities Exchange Listing Rules. Part 7 - Material Accounting Policy Information: Significant judgements and estimates The accounting policies adopted, methods of computation and areas of critical accounting judgements, estimates and assumptions are consistent with those of the previous financial year, except for the matters set out below. Expected credit loss assessment - balances due from the Infinity Group The expected credit loss (“ECL”) assessment of the balances due from Infinity Group is a significant area of estimation uncertainty and judgement. The assessment is based on directional, non-binding analysis prepared by Infinity Group’s voluntary administrators, cross-checked by the Directors against the requirements of AASB 9. This analysis is preliminary and subject to change as the sale and administration process progresses. Actual recoveries may materially differ from current expectations, depending on the outcome of that process, which remains uncertain and dependent on factors outside the Group’s control. Refer to part 11- Trade and other receivables for further detail. Change in accounting estimate During the year, the Group reassessed the inventory obsolescence provisions for certain inventory categories. The revision was driven by an updated analysis of the historical turnover, inventory ageing profile, obsolescence and demand data. As a result, management updated its estimates of the recoverability of inventory balances. This represents a change in accounting estimate in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors and has been applied prospectively from 1 July 2025. Comparative information has not been restated. The impact of the change in accounting estimate for the year ended 30 June 2026 was a decrease in cost of sales of $1.8 million and a corresponding increase in profit before tax of $1.8 million. Management continues to review key assumptions and estimates at each reporting date. Actual outcomes may differ from these estimates due to changes in future circumstances. Going concern The preliminary financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the ordinary course of business. There is a current asset deficiency due to the classification of a bank loan as a current liability (refer part 14). Having reviewed the current performance, forecasts, debt servicing requirements, availability of undrawn committed financial facilities and other financial risks, at the time of approving the consolidated financial statements, the Directors are satisfied that the Group is able to meet its commitments as and when they fall due. Part 8 - Operating segments Identification of reportable operating segments The Group is organised into two operating segments: Australia/New Zealand (‘ANZ’) and Asia. The operating segments are based on the reports that are reviewed and used by the Chief Executive Officer/Managing Director (who is identified as the Chief Operating Decision Maker (‘CODM’)) in assessing performance and to make strategic and operating decisions. Consistent with prior periods, the CODM reviews segment performance based on EBITDA (earnings before interest, tax, depreciation and amortisation), which is a non-IFRS financial measure. The CODM believes it assists in providing additional meaningful information for stakeholders. Following the internal reorganisation of the business during the 2025 financial year, the CODM no longer performs a review of the statement of financial position for each of the operating segments. Therefore, assets and liabilities are not reported separately to the CODM by segment and are presented at a Consolidated Group level only. The information reported to the CODM is on a monthly basis. Types of products and services The Group continues to operate only in the healthcare sector which includes the supply of durable medical equipment, medical devices, consumable medical products, and maintenance of technical medical equipment to the health and aged care markets throughout Australia, New Zealand and Asia, as well as the distribution of pharmaceuticals, medical consumables, and complementary medicines to the Australian healthcare market.
Page 13
Appendix 4E - Preliminary Final Report Paragon Care Limited 13 Intersegment transactions Intersegment transactions are eliminated on consolidation. Intersegment receivables, payables and loans Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation. Major customers During the year ended 30 June 2026 there were no major customers generating over 10% of revenue for the Group (30 June 2025: none) Operating segment information NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Consolidated - FY26 ANZ $’000 Asia $’000 Total $’000 Revenue Sales to external customers 3,520,447 160,097 3,680,544 Total revenue 3,520,447 160,097 3,680,544 Income/(expenses) Cost of goods sold (3,240,331) (92,755) (3,333,086) Warehousing and distribution expenses (62,780) (388) (63,168) Employee benefits expenses (134,855) (17,871) (152,726) Administration expenses (70,348) (17,521) (87,869) Other income 6,647 474 7,121 EBITDA 18,780 32,036 50,816 Depreciation and amortisation (37,271) Finance costs (35,218) Net loss before income tax benefit (21,673) Income tax benefit 5,645 Net loss after income tax benefit (16,028) Consolidated - FY25 ANZ $’000 Asia $’000 Total $’000 Revenue Sales to external customers 3,512,552 101,335 3,613,887 Total revenue 3,512,552 101,335 3,613,887 Income/(expenses) Cost of goods sold (3,235,520) (54,365) (3,289,886) Warehousing and distribution expenses (53,714) (642) (54,356) Employee benefits expenses (129,871) (12,023) (141,894) Administration expenses (27,409) (10,815) (38,224) Other expenses (4,344) (133) (4,476) Other income 3,414 1 3,415 EBITDA 65,107 23,359 88,466 Depreciation and amortisation (29,833) Finance costs (33,172) Net profit before income tax expense 25,461 Income tax expense (4,887) Net profit after income tax expense 20,574
Page 14
Appendix 4E - Preliminary Final Report Paragon Care Limited 14 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Part 9 – Profit from Ordinary Activities The profit from ordinary activities before income tax including the following items of revenue and expenses. a - Revenue Disaggregation of revenue The disaggregation of revenue from contracts with customers is as follows: b - Cost of sales Consolidated Revenue from contracts with customers - Based on timing of revenue recognition 30 June 2026 $’000 30 June 2025 $’000 Goods transferred at a point in time 3,652,287 3,580,132 Services transferred over time 28,257 33,755 3,680,544 3,613,887 The geographical non-current assets above are exclusive of, where applicable, financial instruments, deferred tax assets and post-employment benefits assets. Cost of sales comprise of purchase and inwards delivery costs, net of rebates and discounts received or receivable. Shipping and handling costs associated to transfer of goods to the customer are included in warehousing and distribution expenses. Consolidated 30 June 2026 $’000 30 June 2025 $’000 Cost of inventories sold 3,787,831 3,710,770 Supplier rebates (450,893) (417,224) Other costs of goods sold (3,852) (3,660) 3,333,086 3,289,886 Sales to external customers Geographical non-current assets 30 June 2026 $’000 30 June 2025 $’000 30 June 2026 $’000 30 June 2025 $’000 Australia 3,460,836 3,452,586 362,375 415,943 New Zealand 59,611 59,966 27,812 32,571 Asia 160,097 101,335 200,182 35,607 3,680,544 3,613,887 590,369 484,121 Geographical information
Page 15
Appendix 4E - Preliminary Final Report Paragon Care Limited 15 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 c - Finance costs d - Administration expenses Consolidated 30 June 2026 $’000 30 June 2025 $’000 Interest on bank borrowings 22,960 22,821 Merchant and other finance charges 7,685 7,214 Interest on lease liabilities 4,573 3,137 35,218 33,172 Consolidated 30 June 2026 $’000 30 June 2025 $’000 Management consulting fees 2,832 2,054 Professional fees 1,853 2,207 Information technology 8,001 7,320 Travel costs 4,718 4,077 Bad debts and allowance for expected credit losses 38,265 (366) Advertising and promotional 12,715 10,720 Other corporate costs 14,770 7,270 Insurance 4,715 4,942 87,869 38,224 Consolidated 30 June 2026 $’000 30 June 2025 $’000 Current assets Bank and petty cash balances 23,676 20,329 Part 10 - Cash and cash equivalents
Page 16
Appendix 4E - Preliminary Final Report Paragon Care Limited 16 Part 11 - Trade and other receivables NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Consolidated 30 June 2026 $’000 30 June 2025 $’000 Current assets Trade receivables 368,115 342,969 Other receivables 30,962 47,085 Less: Allowance for expected credit losses (29,851) (1,538) 369,226 388,516 Loan receivables - current 11,453 13,022 Less: Allowance for expected credit losses (9,952) - 370,727 401,538 Non-current assets Loan receivables - non-current 3,851 1,000 374,578 402,538 30 June 2026 $m 30 June 2025 $m Gross carrying amount 48.5 57.1 Expected credit loss allowance (39.2) (1.2) Net carrying amount 9.3 55.9 $m Opening balance (1 July 2025) 1.2 ECL expense recognised (six months to 31 December 2025, following the appointment of administrators and receivers) 47.3 Impact of the reassessment of ECL recognised (following receipt of the Administrators' updated analysis — see below) (9.3) Closing balance (30 June 2026) 39.2 Trade receivables are presented as current assets unless collection is not expected for more than 12 months after the reporting date. Trade receivables generally have terms of 30 days. Loans receivables represent balances receivable from customers on extended payment terms and carry interest at agreed terms. Other loans receivable is presented as current assets unless collection is not expected for more than 12 months after the reporting date. Update on balances due from the Infinity Pharmacy Group (“Infinity Group”) The background to, and developments in respect of, the Group’s balances due from Infinity Group are set out in the Review of Operations and Directors’ Report. Movement in gross carrying amount and expected credit loss allowance For reference (not a required statutory comparative): net carrying amount at 31 December 2025 was $nil (gross carrying amount $48.5 mil- lion, less a 100% ECL allowance of $48.5 million), as disclosed in the Group’s 31 December 2025 Interim Financial Report. Reconciliation of the expected credit loss allowance
Page 17
Appendix 4E - Preliminary Final Report Paragon Care Limited 17 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 The net ECL expense recognised in profit or loss for the year ended 30 June 2026 is $38.0 million (2025: $nil). Basis of the 30 June 2026 assessment On 7 August 2026, the Administrators issued an updated, directional and non-binding estimated outcome analysis to secured creditors (the “EOA Report”). As the appointment of administrators and receivers occurred, and the conditions giving rise to impairment existed, prior to 30 June 2026, the Directors have treated the EOA Report as an adjusting subsequent event under AASB 110 Events after the Reporting Period, and have used it to determine the ECL allowance recognised as at 30 June 2026. The EOA Report modelled six scenarios based on differing assumptions, including the proportion of pharmacy stores expected to complete sale, sale value adjustments for stores subject to unresolved lease negotiations, and completion timing (modelled between September and December 2026). The Report also modelled the impact of specific unresolved matters affecting individual creditors’ claims (including the Group), including the priority ranking of tax liabilities and the validity of certain creditors’ cross-collateralised security. Taken together, these scenarios indicated an estimated range of recovery to the Group of approximately $9 million to $13 million. Consistent with the requirement in AASB 9 that expected credit losses reflect an “unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes”, the Directors have considered the full range of outcomes modelled by the Administrators. Having exercised judgement as to the relative likelihood of the scenarios modelled — having regard to matters including confirmed store closures, unresolved lease negotiations, the risk that other creditors may challenge the Administrators’ modelled assumptions regarding claim priority and security ranking, and the way in which changes to those assumptions would flow through the proceeds available for distribution across a portfolio of stores each with differing security, lease and financing arrangements — the Directors’ estimate of the recoverable amount is $9.3 million as at 30 June 2026, based on the scenarios modelled by the Administrators. Key uncertainties and forward-looking statement The recoverable amount recognised is a significant accounting estimate, involving considerable judgement. It is based on preliminary, non- binding analysis prepared by the Administrators, which remains subject to change. Key matters that could affect the ultimate recovery, in either direction, include: • the final number of pharmacy stores that complete sale, and the sale price achieved for each; • the timing of completion of the sale process; • resolution of disputed matters between secured creditors, including creditor priority ranking, tax treatment, and the validity of certain cross-collateralised security arrangements; • the risk that the Administrators’ modelled assumptions regarding security ranking and claim priority are challenged by other creditors; and • finalisation of the Administrators’ review of creditor claims and security positions, which remains ongoing. The amount ultimately recovered by the Group may differ materially from the $9.3 million recognised at 30 June 2026, and the estimate will continue to be reassessed as the administration progresses and further information becomes available. Any further change will be recognised in profit or loss in the period in which it arises. Furthermore, the Group holds personal guarantees from the directors of the entities comprising the Infinity Group in respect of the debt included in the claim amount. The Company intends to rigorously pursue recovery of any shortfall in proceeds from the relevant directors under these personal guarantees. No value has been attributed to potential recoveries under the personal guarantees in the assessment of the recoverable amount, pending the outcome of the recovery process. Allowance for expected credit losses In relation to the trade receivables, the Group has recognised a provision of $28,313,000 (30 June 2025: reversal of $400,000) in profit or loss in respect of the expected credit losses for the year ended 30 June 2026. In relation to the loans and other receivable, the Group has recognised a provision of $9,952,000 (30 June 2025: $Nil) in profit or loss in respect of the expected credit losses for the year ended 30 June 2026.
Page 18
Appendix 4E - Preliminary Final Report Paragon Care Limited 18 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Movements in the allowance for expected credit losses are as follows: The ageing of the receivables, other receivables, loan receivables and related allowance for expected credit losses provided for above are as follows: Consolidated Gross carrying amount Allowance for expected credit losses 30 June 2026 % 30 June 2025 % 30 June 2026 % 30 June 2025 % 30 June 2026 % 30 June 2025 % Not overdue - - 334,340 336,337 - - Past due 1 - 30 days - - 19,948 18,028 - - Past due 31 -120 days 1.40% 2.95% 9,953 43,849 140 1,292 Past due 121 days 79.11% 4.20% 50,140 5,862 39,663 246 414,381 404,076 39,803 1,538 Consolidated 30 June 2026 $’000 30 June 2025 $’000 Opening balance 1,538 2,083 Provision for impairment 38,390 (400) Provision for impairment loss utilised (125) (145) Closing balance 39,803 1,538 Consolidated 30 June 2026 $’000 30 June 2025 $’000 Current assets Finished goods - at the lower of cost and net realisable value 323,829 264,462 Stock in transit - at cost 18,305 18,082 Balance at the end of the financial year 342,134 282,544 Consolidated Movement in Inventory Obsolescence Provision 30 June 2026 $’000 30 June 2025 $’000 Balance at the start of the financial year 770 497 Movements during the year 1,331 273 Balance at the end of the financial year 2,101 770 Part 12 - Inventories Expected credit loss rate
Page 19
Appendix 4E - Preliminary Final Report Paragon Care Limited 19 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Consolidated 30 June 2026 $’000 30 June 2025 $’000 Non-current assets Goodwill - at cost 333,423 264,854 Software - at cost 19,867 17,586 Less: Accumulated amortisation (8,424) (7,335) 11,443 10,251 Brands and Licenses - at cost 18,207 18,619 Supplier contracts - at cost 99,771 106,981 Less: Accumulated amortisation (13,939) (7,469) 85,832 99,512 Development costs WIP- at cost 810 2,238 449,715 395,474 Part 13 - Goodwill and other intangible assets Reconciliations Reconciliations of the written down values at the beginning and end of the current financial year are set out below: Goodwill $’000 Supplier contracts $’000 Software $’000 Brands and licenses $’000 Development costs WIP $’000 Total $’000 Balance at 1 July 2024 260,485 99,398 10,423 18,328 576 389,210 Additions - 100 3,410 - 1,662 5,172 Additions through business combinations 712 - 6 - - 718 Disposals - - (106) - - (106) Transfer to other assets - - (115) - - (115) Exchange differences 3,657 6,602 (1) 291 - 10,549 Transfers in/(out) - 236 (236) - - - Amortisation expense - (6,824) (3,130) - - (9,954) Balance at 30 June 2025 264,854 99,512 10,251 18,619 2,238 395,474 Additions - - 2,083 - 494 2,577 Additions through business combinations 74,082 1,346 61 - - 75,489 Exchange differences (5,513) (5,377) (6) (412) - (11,308) Transfers in/(out) - - 1,922 - (1,922) - Amortisation expense - (9,649) (2,868) - - (12,517) Balance at 30 June 2026 333,423 85,832 11,443 18,207 810 449,715
Page 20
Appendix 4E - Preliminary Final Report Paragon Care Limited 20 Impairment testing Goodwill acquired in a business combination is measured at cost less any accumulated impairment losses. Goodwill is not amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment. The Group performs its annual impairment test in June and when circumstances indicate that the carrying value may be impaired. The Group’s impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use calculations. At 30 June 2026, the Group’s market capitalisation was below the carrying amount of the Group’s net assets, which was considered an external indicator of potential impairment in accordance with AASB 136 Impairment of Assets. Management considered this indicator as part of its assessment of the recoverable amount of the Group’s cash-generating units (CGUs), together with enterprise value, earnings multiples of comparable listed companies and the factors influencing the Group’s share price. The recoverable amount of the Group’s CGUs was primarily assessed using a value-in-use methodology based on the Board-approved FY27–FY31 business plan. Based on this assessment, the CGUs continue to have positive headroom over their carrying amounts. Management concluded that, when considered together with the other impairment indicators and the value-in-use assessment, the market capitalisation deficiency does not indicate that the recoverable amount of the CGUs is below their carrying amounts. Brands and licences Brands and licences were fair valued as part of the reverse acquisition and are recognised as intangible assets. These assets have indefinite useful lives and are therefore not amortised. Instead, they are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired. Supplier contracts Supplier contracts acquired through business combinations are recognised as intangible assets and amortised over their expected useful lives. They are tested for impairment annually, or more frequently where events or changes in circumstances indicate that they may be impaired. The amortisation expense for the current year includes an acceleration of amortisation for certain supplier contracts, reflecting an updated assessment of their useful life. NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Part 14 - Borrowings Consolidated 30 June 2026 $’000 30 June 2025 $’000 Current liabilities Bank loans 206,761 158,836 Capitalised debt transaction costs (81) (64) Trade finance facility 14,445 - Other loans 915 1,101 Hire purchase 529 487 222,569 160,360 Non-current liabilities Bank loans 84,272 75,000 Capitalised debt transaction costs (65) (128) Hire purchase 960 1,487 85,167 76,359 307,736 236,719
Page 21
Appendix 4E - Preliminary Final Report Paragon Care Limited 21 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Debtor Finance Facility (DFF) The drawings made under the committed DFF are revolving in nature and accordingly, the outstanding balances are settled daily in cash and are available to be redrawn (subject to the availability of eligible trade receivables). The funds collected from customers are cleared overnight by ScotPac as a settlement of the outstanding balances under the DFF. Asset Based Facility (ABF) The ABF is a fixed term, unamortising bullet line of credit providing funding against eligible inventory, plant and equipment, and certain receivables not funded under the debtor finance facility. It comprises separate components with advance rates up to 40% for inventory and up to 50% for plant and equipment. The facility operates independently of the DFF and is classified as non-current. Liabilities under both facilities are measured at amortised cost and presented as current and non-current borrowings based on contractual settlement terms. Both facilities are secured by a first-ranking General Security Deed over all present and after-acquired property of Clifford Hallam Healthcare Pty Ltd and a select group of five Australian resident wholly-owned subsidiaries of the Consolidated Group. Both DFF and ABF lines mature on 12 June 2028 but can be voluntarily repaid without penalty on or after 12 June 2027. Trade finance facility Paragon (Thailand) Company Limited (‘Paragon Thailand’) (a wholly-owned subsidiary of the Consolidated Group) has the following facilities with a commercial bank: • Committed facility: US$17.0 million • Uncommitted facility: US$10.0 million The total amount outstanding under the facility cannot exceed US$17.0 million at any time with interest calculated on commercial terms. As at 30 June 2026, funds drawn down total USD $10.0 million ($14.4 million) and are on 180-day repayment terms. The facility is secured by the guarantee of Paragon Care Limited for an amount of up to US$10.0 million, security over the inventory of accounts receivables of Paragon Thailand and a promissory note issued in favour of the bank. The facility is not subject to any financial covenants. Revolving Credit Facility Paragon Care New Zealand Limited (‘Paragon New Zealand’) (a wholly-owned subsidiary of the Consolidated Group) has a revolving credit facility agreement with a commercial bank for a total facility limit of NZ $12.0 million. The facility carries interest which is calculated on commercial terms. As at 30 June 2026, funds were fully drawn down ($9.8 million) with repayments commencing from 13 months after each drawdown date. The outstanding loan balance is included within ‘bank loans’. The facility is secured by general security and cross guarantee agreements from Paragon New Zealand, a New Zealand resident and three Australian resident wholly-owned subsidiaries of the Consolidated Group. The facility is subject to interest cover and leverage ratio targets, which are monitored on a quarterly basis. Paragon New Zealand has complied with the financial covenants as at 30 June 2026. Undrawn financing limits As at 30 June 2026, the Group has access to maximum undrawn financing limits of $111.0 million (30 June 2025: $187.2 million) including $8 million (30 June 2025: $20 million) in an undrawn unsecured American Express corporate purchasing facility, fees are charged at a discounted trade service fee of 1.45% and payment is due 35 days post statement. The total facility limit of the DFF at any point in time is subject to the total pool of eligible receivables. As at 30 June 2026 a further $19.6 million was available and undrawn within the DFF. The Group also has a hire-purchase line of $3.0 million with a commercial bank. As at 30 June 2026, $1.5 million (30 June 2025: $1.9 million) was utilised and is secured by the individual pieces of equipment under lease. Other facilities ParagonCare also has a bank guarantee and corporate credit card facilities with a commercial bank without any covenants. Bank loans The bank loans continue to comprise of $325 million Debtor Finance Facility providing working capital funding secured against eligible trade receivables with a minimum $125 million drawdown requirement, and a separate $75 million Asset Based Facility secured over inventory, plant and equipment, and selected non-core receivables. A summary of the facility terms and limits are set out below. Facility Limit $’000 Drawn as at FY26 $’000 Maturity Interest Rate Line Fee Financial Covenants Debtor Finance Facility 325,000 206,186 12 Jun 2028 BBSY + 3.05% Nil Nil Asset Based Facility 75,000 75,000 12 Jun 2028 BBSY + 3.05% Nil Nil
Page 22
Appendix 4E - Preliminary Final Report Paragon Care Limited 22 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Financing arrangements As at 30 June 2026 and 30 June 2025, the Group had access to the following lines of credit: Consolidated 30 June 2026 $’000 30 June 2025 $’000 Total facilities Bank loans 310,808 352,942 Trade finance facility 24,587 - Other loans 1,148 1,101 Hire purchase 3,005 3,000 American Express facility 8,000 20,000 347,548 377,043 Used at the reporting date Bank loans 291,033 233,836 Trade finance facility 14,445 - Other loans 915 1,101 Hire purchase 1,489 1,974 American Express facility - - 307,882 236,911 Unused at the reporting date Bank loans 19,775 119,106 Trade finance facility 10,142 - Other loans 233 - Hire purchase 1,516 1,026 American Express facility 8,000 20,000 39,666 140,132 Bank Guarantees As part of the arrangements with NAB and Scottish Pacific Business Finance Pty Ltd the Group has access to bank guarantees. As of 30 June 2026, the bank guarantees used were $11,327,374 (30 June 2025: $9,549,673) and predominately relate to property leases held by the various landlords as security. Part 15 - Dividends Dividends There were no dividends paid, recommended or declared during the current or previous financial year.
Page 23
Appendix 4E - Preliminary Final Report Paragon Care Limited 23 $’000 Cash paid 16,152 Contingent consideration liability (vendor conditional payable) – at fair value (provisional) 6,659 Total consideration 22,811 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Part 16 - Business Combinations a. Acquisition of Somnotec Group On 28 October 2025, Paragon Care Asia Pte. Ltd (formerly named Paragon Care Singapore Pte. Ltd), a wholly-owned subsidiary of Paragon Care Limited entered into an agreement with the owners of Somnotec (S) Pte. Ltd. (‘Somnotec Singapore’), Somnotec (M) Sdn. (‘Somnotec Malaysia’), Somnotec Philippines Inc (‘Somnotec Philippines’) and PT Somnotec Indonesia (‘Somnotec Indonesia’) (collectively ‘Somnotec Group’) and Somnotec Thailand (‘Somnotec Thailand’). On 15 December 2025, the Group completed the acquisition of the Somnotec Group. The transaction has been assessed to be a business combination under AASB3 Business Combinations (‘AASB3’). As at 30 June 2026, the acquisition of Somnotec Thailand has not been completed due to the non-completion of conditions precedent. The consideration payable (cash and contingent consideration) for the acquisition of Somnotec Thailand is expected to be $4.8 million. Somnotec Group is a distributor of various leading edge medical devices and technology in Southeast Asia. ParagonCare believes the acquisition of Somnotec will accelerate the Company’s strategy of building a complete footprint across the Asian region and will better enable it to serve OEM manufacturers across APAC. The values identified in relation to the acquisition are provisional as at 30 June 2026. Thus, the net assets acquired may need to be subsequently adjusted, with a corresponding adjustment to the provisional goodwill. The identification and finalisation of the fair values of assets acquired and liabilities assumed will be completed within 12 months of the acquisition date, at the latest. The contingent consideration is to be paid over 2 years (with annual payments commencing after 12 months of acquisition) and is subject to minimum EBITDA targets being achieved. The maximum undiscounted amount of contingent consideration payable under the acquisition agreement is $7.3 million, should the relevant EBITDA targets be achieved. Information necessary to complete the valuation, relating to conditions that existed at the acquisition date, is not yet available. Accordingly, the amount recognised remains provisional. The provisional fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows: Purchase consideration Identifiable assets and liabilities acquired Provisional fair value $’000 Cash and cash equivalents 1,559 Trade and other receivables 9,504 Inventories 10,055 Property, plant and equipment 1,583 Trade and other payables (6,606) Contract liabilities (782) Borrowings (207) Net assets acquired 15,106 Goodwill on acquisition (provisional) 7,705 Representing: Fair value of consideration (refer note above) 22,811
Page 24
Appendix 4E - Preliminary Final Report Paragon Care Limited 24 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Revenue and profit contribution From the date of acquisition (15 December 2025), Somnotec Group contributed sales of $18.2 million and profit before tax of $1.6 million to the Group’s results. The results of Somnotec Group are reported within the Asia segment. If the acquisition had occurred on 1 July 2025, the Group’s revenue would have increased by $17.5 million and loss before tax would have been lower by $1.1 million. Transaction costs Transaction costs of $1.3 million have been recognised as expenses and are included in employee benefits expenses and administration expenses in the consolidated statement of profit or loss and comprehensive income and are part of operating cash flows in the consolidated statement of cash flows. Provisional goodwill The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining the assets and activities of Somnotec Group with those of the Group. The goodwill is not deductible for income tax purposes. b. Acquisition of AHP Dental & Medical Pty Ltd (AHP) On 2 July 2025 the Group acquired 100% of the share capital of AHP Dental & Medical Pty Ltd (‘AHP’) for total cash consideration of $7.3 million. The transaction has been assessed to be a business combination under AASB3. AHP supplies a wide range of leading global brands across the dental market. Since its inception more than 15 years ago, AHP has become a well-known supplier to healthcare professionals across Australia with quality products at great prices. AHP are an Australian-owned business that commits to providing a superior, personalised service to dental practices. This strategic acquisition will enable the Group to expand its newly formed dental division quickly. The Group sees this acquisition accelerating its planned dental organic rollout which will now provide the Group with a comprehensive range covering the dental market. Finalisation of the purchase price accounting was completed within the 12-month measurement period. The fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows: Identifiable assets and liabilities acquired Fair value $’000 Trade and other receivables 756 Inventories 1,322 Other assets 122 Intangibles assets 657 Trade and other payables (479) Employee liabilities (66) Deferred tax liabilities (160) Net assets acquired 2,152 Goodwill on acquisition 5,163 Representing: Fair value of consideration (refer note above) 7,315
Page 25
Appendix 4E - Preliminary Final Report Paragon Care Limited 25 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Revenue and profit contribution From the date of acquisition (2 July 2025) up to 31 December 2025, AHP contributed sales of $4.6 million and profit before tax of $0.1 million to the Group’s results. During H2, the acquired business was integrated into the Group’s existing operations. As a result of the integration of the acquired business’s operations, systems, customers and cost base into the Group, it is impracticable to separately identify the revenue and profit or loss of the acquiree for the full year. Accordingly, the Group has not disclosed the post-acquisition revenue and profit or loss of the acquiree as required by AASB 3. The results of AHP are reported within the ANZ segment. Transaction costs Transaction costs of $0.1 million have been recognised as expenses and are included in administration expenses in the consolidated statement of profit or loss and comprehensive income and are part of operating cash flows in the consolidated statement of cash flows. Goodwill The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining the assets and activities of AHP with those of the Group. The goodwill is allocated entirely to the ANZ segment. The goodwill is not deductible for income tax purposes. c. Acquisition of Haju Medical On 30 November 2025, Paragon Care Asia Pte. Ltd (formerly named Paragon Care Singapore Pte. Ltd), a wholly-owned subsidiary of Paragon Care Limited entered into an agreement for the proposed acquisition of 100% of the issued shares in PT Haju Medical Indonesia and Insightof Co., Ltd, (collectively ‘Haju Medical’). On 1 April 2026, the Group completed the acquisition of Haju Medical. The transaction has been assessed to be a business combination under AASB3 Business Combinations (‘AASB3’) Haju Medical is a leading provider of medical aesthetic services and technology in the Indonesian market. Established in 2014, Haju has consistently supported Indonesian clinics and dealers by providing marketing materials, product information and workshops led by respected aesthetic doctors and experts from South Korea. Additionally, Haju operates a buying house in South Korea to secure the best possible aesthetics products for export to Indonesia. The acquisition will accelerate the Group’s strategy of establishing a comprehensive Asian footprint, enabling ParagonCare to service OEM manufacturers across the entire APAC region. Haju is highly complementary to the business in Thailand, as well as the emerging aesthetics businesses in ANZ, the Philippines, Vietnam and Japan. The values identified in relation to the acquisition are provisional as at 30 June 2026. Thus, the net assets acquired may need to be subsequently adjusted, with a corresponding adjustment to the provisional goodwill. The identification and finalisation of the fair values of assets acquired and liabilities assumed will be completed within 12 months of the acquisition date, at the latest. $’000 Cash paid 26,190 Contingent consideration liability (vendor conditional payable) – at fair value (provisional) 36,423 Total consideration 62,613 The contingent consideration is to be paid over 2 years (with annual payments commencing after 12 months of acquisition) and is subject to minimum EBITDA targets being achieved. The maximum undiscounted amount of contingent consideration payable under the acquisition agreement is $40.0 million, should the relevant EBITDA targets be achieved. Information necessary to complete the valuation, relating to conditions that existed at the acquisition date, is not yet available. Accordingly, the amount recognised remains provisional. Purchase consideration
Page 26
Appendix 4E - Preliminary Final Report Paragon Care Limited 26 Identifiable assets and liabilities acquired Provisional fair value $’000 Cash and cash equivalents 2,617 Trade and other receivables 6,085 Inventories 9,447 Other assets 605 Property, plant and equipment 1,788 Trade and other payables (4,340) Deferred tax Liabilities (93) Contract liabilities (146) Income tax payable (209) Net assets acquired 15,754 Goodwill on acquisition (provisional) 46,859 Representing: Fair value of consideration (refer note above) 62,613 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Revenue and profit contribution From the date of acquisition (1 April 2026), Haju Medical contributed sales of $10.1 million and profit before tax of $4.6 million to the Group’s results. The results of Haju Medical are reported within the Asia segment. If the acquisition had occurred on 1 July 2025, the Group’s revenue would have increased by $28.8 million and loss before tax would have been lower by $11.5 million. Transaction costs Transaction costs of $0.9 million have been recognised as expenses and are included in employee benefits expenses and administration expenses in the consolidated statement of profit or loss and comprehensive income and are part of operating cash flows in the consolidated statement of cash flows. Provisional goodwill The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining the assets and activities of Haju Medical with those of the Group. The goodwill is not deductible for income tax purposes. d. Acquisition of Pacific Medical On 6 February 2026, Paragon Care Asia Pte. Ltd (formerly named Paragon Care Singapore Pte. Ltd), a wholly-owned subsidiary of Paragon Care Limited entered into an agreement for the acquisition of 100% of the issued shares in Pacific Medical (Hong Kong) Company Limited (PMC HK) and MD Medical Logistics & Services Limited (MDM HK). Within the same SPA, PMC (ANZ) Pty Ltd (PMG ANZ) was acquired by Clifford Hallam Healthcare Pty Limited (collectively ‘Pacific Medical’). Pacific Medical (PMC) is a Hong Kong–based medical products distributor and healthcare solutions provider that focuses on bringing innovative medical devices, equipment, and treatment technologies to the Hong Kong and Macau market. Over the past 24 years, they have built strong and lasting relationships with key customers, as well as an extensive distribution network throughout the region. PMC has a proven track record of successfully launching niche products and continues to strive for excellence in all aspects of their business. PMG ANZ has executed distribution agreements and is scheduled to commence commercial operations during the first half of FY27. The acquisition will accelerate the Group’s strategy of building a complete Asian footprint. PMC is a contract logistics business, very similar to the PGC Australian contract logistics business, as well as some OEM agreements. The main product groups are Interventional Cardiology and Oncology. The values identified in relation to the acquisition are provisional as at 30 June 2026. Thus, the net assets acquired may need to be subsequently adjusted, with a corresponding adjustment to the provisional goodwill. The identification and finalisation of the fair values of assets acquired and liabilities assumed will be completed within 12 months of the acquisition date, at the latest. The provisional fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows:
Page 27
Appendix 4E - Preliminary Final Report Paragon Care Limited 27 Contingent consideration – PMC HK and MDM HK The contingent consideration is to be paid over 2 years (with annual payments commencing after 12 months of acquisition) and is subject to minimum EBITDA targets being achieved. The maximum undiscounted amount of contingent consideration payable under the acquisition agreement is $5.5 million, should the relevant EBITDA targets be achieved. Information necessary to complete the valuation, relating to conditions that existed at the acquisition date, is not yet available. Accordingly, the amount recognised remains provisional. Contingent consideration – PMG ANZ Contingent consideration is payable based on 50% of the Gross Margin generated from new distribution agreements originated by PMG and signed before 1 July 2026. The contingent consideration is payable annually following the end of each calendar year ending 31 December 2026, 31 December 2027 and 31 December 2028 and is subject to the achievement of the relevant Gross Margin targets. The maximum undiscounted amount of contingent consideration payable under the arrangement is HKD $70 million (AUD $12.9 million), of which management has assessed the contingent liability to be $5.7 million. The provisional fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows: NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Identifiable assets and liabilities acquired Provisional fair value $’000 Cash and cash equivalents 4,752 Trade and other receivables 3,578 Inventories 852 Other assets 975 Property, plant and equipment 859 Trade and other payables (10,194) Contract liabilities (152) Net assets acquired 670 Goodwill on acquisition (provisional) 10,714 Representing: Fair value of consideration (refer note above) 11,384 Revenue and profit contribution From the date of acquisition (6 February 2026), Pacific Medical contributed sales of $12.6 million and loss before tax of $0.2 million to the Group’s results. The results of PMC HK and MDM HK are reported within the Asia segment. The results of PMG ANZ will be reported within the ANZ segment from the commencement of operations. If the acquisition had occurred on 1 July 2025, the Group’s revenue would have increased by $5.4 million and loss before tax would have been higher by $0.1 million. Transaction costs Transaction costs of $0.5 million have been recognised as expenses and are included in employee benefits expenses and administration expenses in the consolidated statement of profit or loss and comprehensive income and are part of operating cash flows in the consolidated statement of cash flows. Provisional goodwill The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining the assets and activities of Pacific Medical with those of the Group. The goodwill is not deductible for income tax purposes. e. Other business combinations During the year, the Group acquired control of a number of other businesses. The acquisitions were individually immaterial to the Group and have therefore been aggregated for disclosure purposes. The values identified in relation to these acquisitions are provisional as at 30 June 2026. Thus, the net assets acquired may need to be subsequently adjusted, with a corresponding adjustment to the provisional goodwill. The identification and finalisation of the fair values of assets acquired and liabilities assumed will be completed within 12 months of the acquisition dates, at the latest. $’000 Cash paid 3,343 Contingent consideration liability (vendor conditional payable) – at fair value (provisional) 8,041 Total consideration 11,384 Purchase consideration
Page 28
Appendix 4E - Preliminary Final Report Paragon Care Limited 28 NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 $’000 Cash paid 7,542 Contingent consideration liability (vendor conditional payable) – at fair value (provisional) 800 Total consideration 8,342 Purchase consideration Identifiable assets and liabilities acquired Provisional fair value $’000 Cash and cash equivalents 202 Trade and other receivables 1,591 Inventories 3,579 Other assets 75 Property, plant and equipment 773 Right-of-use assets 72 Intangible assets 689 Deferred tax assets 85 Trade and other payables (1,039) Employee benefits (1,074) Lease liabilities (511) Net assets acquired 4,442 Goodwill on acquisition (provisional) 3,900 Representing: Fair value of consideration (refer note above) 8,342 The contingent consideration is to be paid over 2 years (with annual payments commencing after 3 months of acquisition) and is subject to minimum EBITDA targets being achieved. The maximum undiscounted amount of contingent consideration payable under the acquisition agreement is $0.8 million, should the relevant EBITDA targets be achieved. Information necessary to complete the valuation, relating to conditions that existed at the acquisition date, is not yet available. Accordingly, the amount recognised remains provisional. The provisional fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows: Revenue and profit contribution From the date of acquisition, the acquired businesses’ contributed sales of $7.3 million and profit before tax of $0.4 million to the Group’s results. The results of the other acquired businesses are reported within the ANZ segment. If the acquisitions had occurred on 1 July 2025, the Group’s revenue would have increased by $14.8 million and loss before tax would have been lower by $0.5 million. Transaction costs Transaction costs of $0.5 million have been recognised as expenses and are included in employee benefits expenses and administration expenses in the consolidated statement of profit or loss and comprehensive income and are part of operating cash flows in the consolidated statement of cash flows. Provisional goodwill The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining the assets and activities of the acquisitions with those of the Group. The goodwill is not deductible for income tax purposes.
Page 29
Appendix 4E - Preliminary Final Report Paragon Care Limited 29 Part 17 - Earnings per share Part 18 - Events after the reporting period NOTES TO THE FINANCIAL STATEMENTS CONTINUED For the year ended 30 June 2026 Consolidated 30 June 2026 $’000 30 June 2025 $’000 Net earnings/(loss) after income tax attributable to the owners of ParagonCare (16,028) 20,574 Number Number Weighted average number of ordinary shares used in calculating basic earnings/(loss) per share 1,655,305,389 1,655,305,389 Weighted average number of ordinary shares used in calculating diluted earnings/(loss) per share* 1,655,305,389 1,656,649,765 Cents Cents Basic earnings/(loss) per share (0.97) 1.24 Diluted earnings/(loss) per share (0.97) 1.24 *All of the potential dilutive instruments are anti-dilutive in FY26 as the Group is in a loss position Other than the developments in respect of the Infinity Group debt, refer to Part 11, no matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.
Page 30
Appendix 4E - Preliminary Final Report Paragon Care Limited 30 We sincerely thank our valued customers and trusted suppliers for your continued support and partnership. Your confidence in us drives our ongoing commitment in enabling healthcare by providing innovative solutions to patient care. Appendix 4E - Preliminary Final Report Paragon Care Limited30