Acquisition of eMARx

Completes MedPal's Health OS across the care home sector and opens a national roll-out from the Group's robotic dispensing hub

MedPal AI plc (AIM: MPAL; FRA: Z1N), the AI-native digital health and pharmacy group, is pleased to announce the acquisition of Solid State Technologies Ltd, trading as eMARx ("eMARx"), a UK provider of electronic medication administration record ("eMAR") software to care homes and pharmacies (the "Acquisition").

Highlights

• eMARx is the digital system of record for medication administration in care homes: every dose for every resident is scheduled, barcode-verified, recorded and auditable in real time, replacing paper charts and reducing the risk of errors.
• The Acquisition is the missing piece of MedPal's Health OS: the Group now combines NHS pharmacy dispensing at scale, a B2B care home supply business, a private clinic, the Juno agentic AI health companion and, with eMARx, the software layer that sits inside care homes themselves.
• MedPal's Directors believe this creates a unique proposition in the UK care home market: the only provider able to offer care homes an integrated eMAR platform, pharmacy supply from the Company's robotic dispensing hub at Sarus Court, Runcorn, and its agentic AI support, in a single service, designed to deliver better outcomes for residents and greater reassurance for their families.
• eMARx adds established, recurring software revenues and profits: unaudited revenue of £0.74 million (up 19 per cent year on year and approximately trebled over three years) and profit after tax of £0.11 million for the year ended 31 March 2026, at a gross margin of approximately 82 per cent.
• Typically, any eMAR type service is a discrete cost borne by care homes; by incorporating this into its OS, MedPal will be able to offer it at a discount or even zero cost, providing the Company's pharmacy services are used exclusively by the care home, which is expected to improve the Group's pharmacy revenue and its care home customer acquisition and retention rates.
• The customer base spans national care groups, including Care UK, pharmacy groups, and a long tail of independent care homes, giving MedPal an immediate installed base and a proven product to roll out across the wider market, well beyond the Group's existing Care UK relationship.
• Initial consideration valued at approximately £0.38 million, based on the closing mid-market price of 3.4 pence per MedPal share on 17 July 2026, comprising: initial consideration of £133,066 in cash and 7,272,834 new ordinary shares. In addition, a completion accounts adjustment of approximately £94,000, to be settled approximately 35 per cent in cash and 65 per cent in further new ordinary shares is expected to be issued by the end of July 2026, making the total consideration approximately £0.47 million. All consideration shares are subject to lock-up and orderly market arrangements.
• All seven eMARx shareholders, including five members of the operating team, become locked-in MedPal shareholders, aligning the team with the Group's roll-out plans.

A large, structurally growing market

The UK care home market comprises approximately 16,500 care homes with around 530,000 registered beds and close to half a million residents, and was independently valued at approximately £27 billion in 2025/26, with demand projected to require tens of thousands of additional beds over the next decade.(1)

Medicines sit at the centre of care home operations and of NHS spending. The NHS in England spent £21.6 billion on medicines in 2024/25, of which approximately £10.3 billion was prescribed in primary care.(2)

Within that, approximately 331,000 care home residents aged 65 and over receive NHS prescriptions each month, the average resident is prescribed 6.8 medicines per month and more than one in five is on ten or more medicines. NHS England estimates care home residents account for around 250,000 emergency hospital admissions each year, of which 35 to 40 per cent are considered avoidable, with over-medication and medicines errors a recognised driver.(3)

Digitising and integrating the medicines pathway, from prescription to robotic dispensing to barcode-verified administration at the bedside, directly addresses this: fewer errors, fewer missed doses, better oversight for clinicians and families and lower cost for the NHS.

Strategic rationale: completing the Health OS

MedPal's strategy is to build a single, AI-native health OS connecting every step of a patient's medication journey. The Group already operates NHS Distance Selling Pharmacy hubs at Sarus Court, Runcorn and Swaffham, a B2B care home pharmacy supply business anchored by Care UK, the New Health clinic, and Juno, the Group's agentic AI health companion built on Anthropic's Claude. eMARx completes this architecture inside the care home.

With eMARx, MedPal will be able to offer any UK care home group a fully integrated service: medicines prescribed, robotically dispensed at Sarus Court, delivered to the home, and administered against a live digital record, with Juno providing an AI layer for alerts, reordering and communication with families. The Directors believe no other provider in the UK care home market offers this combination.

The Acquisition also transforms the scalability of the Group's care home business. Sarus Court's robotic dispensing hub was purpose-built for high-volume automated dispensing using BD Rowa technology, which operates at a reliability of 99.9 per cent, and has substantial spare capacity. eMARx gives the Group a software-led route into thousands of additional care homes beyond its existing relationships, with each new eMARx home a qualified prospect for pharmacy supply, and each supplied home a natural adopter of eMARx.(4)

Information on eMARx

Solid State Technologies Ltd was founded in 2020 and is registered in England and Wales (company number 12540468). For the year ended 31 March 2026, eMARx generated unaudited revenue of £739,231 (2025: £621,785) and profit after tax of £106,273 (2025: £145,644), and had net assets of £283,834 as at 31 March 2026. The business generates most of its revenue from recurring monthly software subscriptions and employs six people, all of whom are joining the Group.

Summary of the terms of the Acquisition

MedPal has acquired the entire issued share capital of Solid State Technologies Ltd for approximately £380,000 initial consideration, satisfied as to £133,066 in cash from the Group's existing resources and as to £247,000 through the issue of 7,272,834 new ordinary shares in the Company (the "Consideration Shares"). The purchase price is subject to a customary completion accounts adjustment, currently expected to be approximately £94,000, settled 35 per cent in cash and 65 per cent in further new ordinary shares at the same price per share, bringing the total consideration to approximately £474,000. The sellers have given customary warranties and indemnities, and all Consideration Shares are subject to lock-up and orderly market arrangements of 12 and 12 months respectively.

Application will be made for the admission of the 7,272,834 Consideration Shares to trading on AIM ("Admission"), expected on or around 23 July 2026. Following Admission, the Company's enlarged issued share capital will comprise 777,113,860 ordinary shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Jason Drummond, Founder and Chief Executive Officer of MedPal, commented:

"This is the deal that completes our Health OS. Medication is the heartbeat of every care home, and with eMARx we now own the digital layer where it actually happens: at the bedside, dose by dose, in real time. Combine that with robotic dispensing at Sarus Court, our supply relationships and Juno, our agentic AI companion, and MedPal can offer Britain's care homes something we belive nobody else can: one integrated service that gets the right medicine to the right resident at the right time, every time, with families able to trust that their loved ones are safe.

"Care UK anchors our care home business today, what eMARx does is turn one flagship relationship into a national opportunity across roughly 16,500 UK care homes, in a medicines market where the NHS spends over £21 billion a year. Sarus Court was built for exactly this moment: we have the capacity, the platform and now the software to scale, and we intend to use all three. Most importantly, better medicines management means fewer errors, fewer avoidable hospital admissions and better outcomes for residents and their families. That is what our Health OS is for."

John Richardson, Founder of eMARx, commented:

"eMARx has been my passion since the day we wrote the first line of code, and as I approach retirement my priority was to find the right custodian for the platform, our customers and the team that built it. In MedPal we have found exactly that.

"The combination of eMARx and MedPal's Health OS will deliver a powerful offering for the care home market, and joining the wider MedPal AI team is a great opportunity for our development team, who I am delighted will share in that future as MedPal shareholders."

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