2024 ANNUAL REPORT
SMARTCRAFT ASA
2024
2
Contents
3.
This is SmartCraft
4.
Key figures
5.
7.
Statement of the
Board of Directors
Letter from the CEO
12.
Board of Directors
report on Corporate
Governance
19.
63.24.
Notes
Consolidated
Financial Statements
Financial statements
- SmartCraft ASA
ANNUAL REPORT
3
This is SmartCraft
o Leading Nordic provider of Software-as-a-Service (SaaS) to small and medium enterprises (SME)
construction companies
o Our passion is to simplify business for construction companies
o More than 270 employees service 13 400 customers and more than 130 000 users
o Our Software-as-a-Service (SaaS) give overview and insight to increase revenue and margin
o Attractive business model with high earnings visibility, low risk and strong cash flow
o High quality of earnings with 94 percent recurring revenue and low churn
o Targeting 15-20% organic revenue growth in the medium-term with increasing adjusted EBITDA
margin due to the scalability of the business
FULL YEAR 2024:
o Revenue 511 million, a growth of 27 percent
o Churn 9 percent
o Adjusted EBITDA NOK 190 million, a growth of 14 percent
o Adjusted EBITDA margin of 37 percent
o Net profit NOK 114 million, a growth of 6 percent
o NOK 179 million net cash from operating activities, a growth of 31 percent
ARR development per quarter (end of period, MNOK)
Adjusted EBITDA margin development per quarter (end of period, MNOK)
Adjusted EBITDA margin
Adjusted EBITDA - capex margin
Q4’22
Q1’23 Q2’23
Q3’23 Q4’23 Q1’24
Q2’24 Q3’24 Q4’24
40.8 %
41.8 %
43.5 %
41.9 %
39.3 %
40.9 %
38.5 %
36.0 %
34.2 %
32.0 %
31.1 %
32.7 %
33.8 %
31.4 %
33.1 %
29.2 %
25.3 %
24.2 %
0.0 %
20.0 %
40.0 %
60.0 %
Q4 2 022 Q1 2 023 Q2 2 023 Q3 2 023 Q4 2 023 Q1 2 024 Q2 2 024 Q3 2 024 Q4 2 024
318.3
347.0
357.5
367.1
386.6
401.5
461.3
474.4
482.0
Q4’22
Q1’23 Q2’23
Q3’23 Q4’23 Q1’24
Q2’24 Q3’24 Q4’24
Acqusition of
Coredination
Acqusition of
Locka and Clixifix
2024
4
Key figures
Amounts in NOK (millions)
* adjusted for HomeRun earnout recognized over P&L
ARR
Revenue
Adjusted
EBITDA
Operational
cash flow
R&D
capex
Customers
2020
205
196
81
98
12
~8 500
41%
2021
267
271
109
107
22
~11 000
40%
2022
318
333
131
116
24
~12 000
39%
2023
387
402
167
153*
37
~12 500
42%
2024
482
511
190
179
49
~13 400
37%
ANNUAL REPORT
5
Letter from CEO
For almost 30 years SmartCraft has operated with
a mission to make life easier and business more
profitable for construction companies. Today, we
are a leading provider of Software as a Service
solutions to electricians, plumbers, carpenters and
all other small and medium sized operators in the
construction industry in the Nordics and in the
UK. Growth has been tremendous throughout our
history, and since we became a public company,
listed on Oslo Børs close to four years ago, the
annual growth rate (CAGR) has been 27 percent.
Nevertheless, the potential is enormous. The
construction industry is still one of the least
digitalized industries. Many companies still use
pen and paper or simple spreadsheets instead of
specialized systems, so the outlook for massive
future growth both from new and existing customers
is very much intact.
The growth was significant also when looking at 2024
separately, with a revenue growth of 27 percent (YoY)
to NOK 511 million. Our annual recurring revenue
(ARR) of NOK 482 million at the end of the year was
25 percent higher than one year earlier. Organic
growth in ARR and revenue was 8 percent.
The organic growth rates are lower than our target
for the medium term, as they are heavily affected by
the soft macroeconomic conditions that have hit the
construction industry throughout the whole year.
The continued market uncertainty has resulted in
delayed purchasing decisions among our potential
customers and more downgrades and increased
churn driven by bankruptcies among existing
customers. Additionally, the price increases we
implemented in the fourth quarter are also more
moderate than one year earlier.
Our underlying profitability is solid, although the
margin picture in 2024 was below our ambitions.
The adjusted EBITDA-capex was NOK 141 million in
2024, representing a margin of 28 percent, down
from 32 percent in 2023. Our cost control remains
tight, and the margin decline is a result of dilution
by the two recent acquisitions of Locka and Clixifix
in the second quarter and increased capex related
to the development of our disruptive solution for
electricians, SmartCraft Spark, which launched its
basic version late 2024, and with full version to be
launched in 2025. Adjusted for these factors, the
EBITDA-capex margin was 32 percent.
We continue to generate strong cash flow as a
large portion of our revenue is pre-paid. In 2024
our operational cash flow was NOK 179 million, up
from 136 million in the same period in 2023.
Our top priority entering 2025 is to navigate in
the most challenging market conditions for our
customers in decades, with new build activities at
a very low level. For SmartCraft, it is important to
balance long-term growth initiatives with short-
term optimization. And although we are always
mindful of the short-term profitability, strategic
choices for long-term growth take priority.
First of all, we continue to push hard for conversion
of one-off revenues to recurring revenue in our
2024
6
acquired businesses. This has a negative effect
on revenue and EBITDA in the short-term but
will undoubtedly create value longer-term. As
an example, Locka produced negative EBITDA
in the fourth quarter, but saw a very solid ARR
development of 9% QoQ (~42% annualized).
Secondly, we continue to work very efficiently
on new-sales, with positive results. Excluding the
acquisitions in 2024, the gross number of new
customers was 24 percent higher in 2024 than in
2023. Bygglet, the biggest solution in the group,
measured by revenue, reached an all-time high of
new-sales revenue in the fourth quarter.
We also keep very close attention to our operating
expenses and investments. In the second half
of 2024, capex increased YoY as a result of our
decision to develop SmartCraft Spark. SmartCraft
Spark is one example of the synergy initiatives
we will increasingly push through. With an
increasingly joint tech stack, we reduce complexity
in development, unite our sales and marketing
resources and make it easier to price optimize
and upsell to existing customers. This way we will
gradually be able to realize synergies to a much
larger extent.
Wrapping up, I’d like to reiterate that there are
still way too many craftsmen lacking proper digital
tools to optimize their business performance and
free up time. Therein lies our mission. We are
enthusiastic about the opportunities and potential
we see in this underpenetrated market. Our solid
business model and strong financial position puts
us in pole position to continue to invest for future
growth.
The timing of a macroeconomic recovery remains
uncertain, but forecasts for the construction
industry indicates that a pick-up might start
materializing in the second half of 2025. Sweden
already leads the way following a string of interest
rate cuts. The Finnish market, which has been hit
hard by the downturn, seems to have leveled out
and is starting to show green shoots. In Norway,
the interest rate is still high and there are no
immediate signs of recovery.
When the pickup eventually comes, we expect
customer churn to decrease, customers to start
upscaling their use of our tools, and organic
growth to return to a higher level. Hence, we are
well positioned to deliver on our medium-term
financial targets of 15-20 percent organic growth
with increasing margins.
ANNUAL REPORT
7
Statement of the Board of
Directors
ACTIVITIES
The SmartCraft Group provides software solutions
for the construction industry in Norway, Sweden,
Finland and the UK. The parent company is
SmartCraft ASA with head office in Hønefoss,
Norway. In addition to the parent company
the Group comprises 5 companies in Norway,
8 companies in Sweden, 1 company in Finland
and 1 company in the UK. SmartCraft ASA owns
80% of the shares in the LTIP-structure where
management and key employees holds the
remaining 20%. Together, SmartCraft ASA and
the LTIP-structure owns 100% (~99/~1 split) of the
shares in SmartCraft Software AS, which owns
100% of the shares in the subsidiaries. SmartCraft
ASA is a public limited company listed on the Oslo
Stock Exchange “Oslo Børs”.
The Group has an active M&A strategy and has
acquired complementary solutions the last years.
In 2024 the Group acquired the Locka solution in
Sweden and entered the United Kingdom through
the acquisition of the Clixifix solution.
STRATEGY AND OBJECTIVES
The overall mission for the Group is to simplify
business for craftsmen. To accomplish this
SmartCraft has gathered several of the leading
providers of digital solutions to the construction
business ranging from 3D visualisation,
quality and risk management, project and
procurement management, and aftermarket
defect management. This way the company can
provide out-of-the-box best-of-breed solutions
that exactly fit its customers’ needs and ease the
digital transformation of one of the least digitized
industries.
The Group has a strategy to ensure sustained
profitable growth and to capitalize on the market
leading position in the underpenetrated Nordic
and European market. A strong industry focus,
a leading SaaS solution and an efficient sales
organization ensure great sales execution with
low customer touch. SmartCraft also recognizes
sustainability as a strategic area, and focuses
to an increasing degree on identifying areas for
improvement and areas where the company can
make an impact. SmartCraft will continue this work
and set sustainability targets that enables the
company to measure progress and contribution.
SmartCraft strongly believes in a robust business
model based on a high share of recurring
revenue and good cost control. Although
the macroeconomic conditions currently are
challenging and bankruptcies increase our churn,
SmartCraft has a strong financial position and
the fact that the company generates a strong
operational cash flow and is self-funded puts it in a
great position to create further shareholder value.
The market for digital solutions for the
construction industry is highly fragmented, and
SmartCraft has taken a strong position as a
consolidator. SmartCraft is actively searching for
potential acquisitions, focusing on complementary
technologies, new geographies and customer
bases. In 2024, the Group has successfully acquired
the Locka solution in Sweden, and through the
acquisition of Clixifix the Group entered the UK
market increasing its total applicable market (TAM)
significantly. SmartCraft will continue to execute on
its M&A strategy in the years to come.
2024
8
The Group has many opportunities to upsell
on its base of more than 13 400 customers and
130 000 users and will continue to explore these
in the short and medium term. SmartCraft is
looking to integrate and synergize its solutions
where it makes sense. However, the company
takes a pragmatic approach and does not want to
jeopardize the uniqueness, flow and functionalities
in the solutions at any cost, but will capitalize on
areas where it benefits customers. In 2024, the
Group has invested in resources to speed up the
development of the groundbreaking SmartCraft
Spark solution, combining the features of all our
other solutions addressing electricians into a
new and disruptive solution for this trade. And,
with SmartCraft Core as the engine, the features
of SmartCraft Spark can be efficiently reused to
create disruptive solutions for other trades.
GROUP FINANCIAL STATEMENTS
The consolidated financial statement for 2024 for
the SmartCraft Group is prepared in accordance
with the IFRS Accounting Standards as endorsed
by the European Union (EU) and Norwegian
authorities and effective as of December 31st,
2024. These financial statements also provide
disclosures as specified under the Norwegian
Accounting Act (Regnskapsloven). In the Board’s
opinion, the financial statements provide an
accurate view of the company’s financial position at
the end of the fiscal year.
In 2024 the Group has a revenue of
TNOK 510 763 (TNOK 401 654 in 2023), a growth of
27 percent and an organic growth of 8 percent. The
current macroeconomic climate has affected the
company’s growth through increasing churn and
downgrades, and is well below the ambitions, but
with a strong customer base with high recurring
revenue the Group is expecting higher organic
growth when the market turns.
The SmartCraft Group has high profitability and is
guiding on increasing margin in the medium term.
However, in 2024 a decline in the adjusted EBITDA-
R&D capex margin to 28 percent (32 percent in
2023) was observed, driven by dilution from the
less profitable acquired solutions, and the strategic
investments in development.
Total depreciation and amortization of tangible and
intangible assets in 2024 is TNOK 53 538
(TNOK 36 204 in 2023), where TNOK 25 206
(TNOK 15 894 in 2023) is amortization of intangible
assets related to M&A. Operating profit is
TNOK 130 992 (TNOK 129 517 in 2023).
Profit before tax is TNOK 132 447 in 2024
(TNOK 136 268 in 2023). The decrease in profit
before tax is mainly due to the increased cost level
in acquired solutions, increased depreciations, and
changes in foreign exchange currency as the Group
is exposed to fluctuations in NOK compared to SEK,
EUR and GBP through its operations in multiple
countries.
Net cash provided from operational activities was
TNOK 179 016 in 2024 (TNOK 136 297 in 2023),
a growth of 31 percent. The increase in net cash
provided from operational activities in 2024 is due
to increased profit but is also positively impacted
by the earn-out payment in 2023.
Net cash outflows from investing activities were
TNOK 204 278 in 2024 (TNOK 62 914 in 2023). This
is primarily connected to the acquisitions of Locka
(April 2024) and Clixifix (May 2024), together with
capitalized development costs of a total of
TNOK 48 664 (TNOK 37 472 in 2023).
Net cash outflows from financing activities are
mainly affected by the acquisition of treasury
shares, and repayment of lease liabilities. The total
cash outflow related to purchase of treasury shares
in 2024 were TNOK 40 865 (TNOK 53 508 in 2023).
In total the net cash outflows by financing activities
were TNOK 59 170 in 2024 (TNOK 64 686 in 2023).
In the Board’s opinion the Group’s liquidity is solid
and the Group has sufficient funds to settle all
obligations when due. As of December 31st, 2024,
the Group had cash and cash equivalents of
TNOK 125 656 (TNOK 206 024 as of December 31st,
2023).
ANNUAL REPORT
9
Shareholder’s equity was TNOK 939 046 as
of December 31st, 2024 (TNOK 843 675 as of
December 31st, 2023) with an equity ratio of
73 percent (77 percent as of December 31st, 2023).
The retained equity increased due to the profit
in 2024. During 2024 the Group has continued to
acquire treasury shares in SmartCraft ASA as part
of buy-back programs managed by Carnegie. The
difference between par value of the shares and the
purchase price gives a total reduction in retained
equity of TNOK 40 851 during 2024. As part of
establishing the LTIP there is also recognized a
non-controlling interest in the Group. The booked
value of the non-controlling interest is
TNOK 9 486 as of December 31st, 2024
(TNOK 4 631 as of December 31st, 2023). The
LTIP is structured as a geared instrument with
a corresponding risk for the participants. As of
December 31st, 2024, changes compared to last
year are due to changes in participants in the LTIP
during 2024 by establishing a second investment
company.
SMARTCRAFT ASA
FINANCIAL STATEMENT
The financial statement for 2024 for SmartCraft
ASA is prepared in accordance with the Norwegian
Generally Accepted Accounting Principles. In the
Board’s opinion, the financial statements provide
an accurate view of the company’s financial
position at the end of the fiscal year.
SmartCraft ASA had a total revenue of
TNOK 22 397 in 2024 (TNOK 14 289 in 2023), and
operating profit of TNOK -13 161 in 2024
(TNOK -9 120 in 2023). As of December 31st, 2024,
the company has a total equity of TNOK 593 019
with an equity ratio of 88 percent.
In the Board’s opinion the company’s liquidity is
satisfactory and the company has sufficient funds
to settle all obligations when due.
RISK MANAGEMENT AND
INTERNAL CONTROL
The Group is subject to various types of risks
relating to operations and finance. The Group’s
risk management system shall ensure a systematic
and uniform approach to identify, evaluate and
mitigate risks, and describe processes and internal
control actions.
Operational risks
The Group’s operations involve development and
maintenance of software solutions sold to a third
party. Trends within the software industry can
affect the overall level of demand for IT services
and accordingly influence the Group’s sales.
Further, the ability to attract and retain sufficient
competent personnel to secure the Group’s future
development of existing and new solutions is
crucial to the Group’s operations. The Group’s
Chief Technical Officer oversees the technical
resources within the Group and assesses any
measures if needed.
A significant part of the Group’s growth is
through acquisitions. The inability to secure
an acquisition in line with the Group’s product
portfolio, technology and culture could result in
negative effects in operational focus and financial
performance. A thorough and tested M&A and
onboarding process has historically limited any
negative effects of acquisitions.
Volatile, negative, or uncertain economic or
political conditions may have a negative effect on
the Group’s operations and financial performance.
Such events may result in a loss of revenue as
customers stop buying the solution, or increased
costs if the Group needs to change to a more
expensive business operation to keep the services
running. The recent years’ events and inflationary
pressure have increased the Group’s churn and
customer downgrades, as bankruptcies increase
and many customers experience reduced activity.
The operational risks are considered moderate
given the uncertainty of the situation.
The Group’s customers are all in the same industry
which exposes the Group to an industry specific
risk. Changes in the macro environment may
2024
10
affect the industry, and the Group, negatively. The
construction industry has seen macroeconomic
challenges in the last years, resulting in fewer
new build projects. The Group focus on small
and medium enterprises (SMEs) which have the
renovation segment as their primary target market.
The renovation segment is bigger than the new
build part of the industry and has proven to be
less volatile, growing steadily over the last years
and is expected to do so for the coming years.
Additionally, most of our customers are electricians
and plumbers that are experiencing high demand
due to energy efficiency initiatives of existing
buildings. The risk is considered moderate.
Financial risks
As the Group operates internationally it is exposed
to other currencies than NOK (functional currency).
However, there is a natural hedge on the currency
exchange risk as all operating entities have
material costs and revenue in their functional
currency, and the Group has both assets and
liabilities in foreign currency. Still, the Group sees
an increase in the number of suppliers linking their
prices to a currency other than local currency, and
the currency risk is considered moderate.
The active M&A strategy may be a significant
contributor to the Group’s growth. As the
Group’s profitability and financial position may
fluctuate, as well as the tech sector specifically
and general financial market changes, there is a
risk of the Group not being able to obtain funding
on favorable terms. In this event, the use of a
larger portion of the Group’s cash will reduce the
Group’s funds available for operations or future
business opportunities. The risk is considered
low/moderate. The Group’s financial position as
of December 31st, 2024, leaves the Group with
positive direct exposure to the increased interest
rates across the operating countries as the Group
is in a net cash position with no external loan
facilities.
Credit risk is considered low/moderate as the
Group invoice most of its services upfront and can
block access to non-paying customers, although
there is a reminder period where the Group runs
the risk of loss. Additionally, the Group’s customers
are operating in the same industry, exposing
the Group to general market/industry risk. On
historical basis the market risk is considered low/
moderate. The Group has ample cash to support
operations and cover its current liabilities.
WORKING ENVIRONMENT,
EQUAL OPPORTUNITIES AND
DISCRIMINATION
The SmartCraft Group has 271 employees as of
December 31st, 2024. There has been no reported
work-related injuries or accidents in 2024. Absence
due to sickness was 4.6%.
Society is increasingly expectating companies
to be transparent about their corporate actions,
diversity and equal employment opportunities.
The Group is, by its Code of Conduct, committed
to build a highly skilled workforce and ensuring
that recruitment processes actively foster equal
opportunities and diversity. The company prohibits
discrimination in any form, whether based on
political views, sexual orientation, disability,
union membership, or age. As of December 31st,
2024, there are 5 men and 3 women in manager
positions including the Group executive suite.
SmartCraft ASA
SmartCraft ASA has 4 employees as of December
31st, 2024. There has been no reported work-
related injuries or accidents in 2024. There was no
absence due to sickness. The company’s human
resource policy is based on equal rights for all, and
there is no difference in treatment on any basis
in terms of salary or recruitment. The Board of
Directors is comprised of 4 men and 3 women.
The Transparency Act was implemented from July
1st, 2022, and the SmartCraft Group is according
to the Act required to carry out due diligence
assessments according to OECD’s guidelines. The
Group published an annual report in accordance
with the Transparency Act at smartcraft.com in
June 2024.
ANNUAL REPORT
11
The Group’s corporate social responsibilities are
included in the separate sustainability report.
EXTERNAL ENVIRONMENT
The Group does not pollute the external
environment beyond what ensues from normal
office operations. The Board of Directors and
employees are traveling as a part of daily
operations. The Group encourages the use of
environmentally friendly transport, and if possible,
video conferences, to reduce the effects on the
environment. See the separate sustainability
report.
INSURANCE FOR BOARD MEMBERS
AND EXECUTIVE OFFICERS
The Company has directors’ and officers’ liability
insurance. The insurance covers the Board of
Directors as well as the executive officers of the
company from legal personal liability for financial
damage caused by the performance of their duties.
CORPORATE GOVERNANCE
Good corporate governance is essential to ensure
that the Group protects the long-term interest
of the stakeholders. The Group’s corporate
governance principles is compliant with the
Norwegian Accounting Act and the Norwegian
Code of Practice for Corporate Governance.
The Group’s corporate governance practices
are subject to annual reviews and discussion by
the Board of Directors. The Group’s corporate
governance policy is available at smartcraft.com/
investor-relations/corporate-governance. The code
is based on the “comply or explain” principle and
deviations, if any, is explained under the relevant
topic in the report on Corporate Governance for
2024 which is included in this Annual Report.
GOING CONCERN ASSUMPTION
In accordance with the Norwegian accounting act,
the Board confirms that the accounts have been
prepared in conformity with the going concern
assumption and this assumption is valid.
SUBSEQUENT EVENTS
No material corporate or financial events have
taken place after December 31st, 2024. There has
been no material change in any of the current
markets or solutions after December 31st, 2024.
April 9th, 2025
Board of Directors and CEO, SmartCraft ASA
Bernt Ulstein
Board member
Eva Hemb
Board member
Gustav Line
CEO
Isabella Alveberg
Board member
Carl Ivarsson
Board member
Gunnar Haglund
Chairman of the Board
Mette Kamsvåg
Deputy Chairperson of the Board
Allan Engström
Board member
2024
12
Board of Directors report on
Corporate Governance
REPORTING ON CORPORATE
GOVERNANCE
The Group’s corporate governance policy is
compliant with the Norwegian Accounting Act and
the Norwegian Code of Practice for Corporate
Governance (NUES). The Group’s corporate
governance practices are subject to annual
reviews and discussion by the Board of Directors.
The Group’s corporate governance policy is
available at smartcraft.com/investor-relations/
corporate-governance. The code is based on the
“comply or explain” principle and deviations, if
any, is explained under the relevant topic in the
report. The Group believes that good corporate
governance involves transparent and trustful
cooperation between all parties involved with
the Group and its business. This includes the
Company’s shareholders, Board of Directors
and Executive Management team, employees,
customers, suppliers, and other business partners,
as well as public authorities and society at large.
The Board of Directors and Executive Management
shall contribute to achieve the following core
objectives when honoring the Company’s corporate
governance policy:
o Transparency. Communication with the
Company’s shareholders, stakeholders and
other interest group’s shall be based on
transparency and openness on issues relevant
for the evaluation of the development and
position of the Company.
o Independence. The relationship between the
Board of Directors, Executive Management and
shareholders shall be based on independence
principles. Independence shall ensure that all
decisions are made on an unbiased and neutral
basis.
o Equal treatment. A fundamental objective for
good corporate governance is equal treatment
and equal rights for all of the Company’s
shareholders.
o Control and management. Sound control
and corporate governance mechanisms shall
contribute to predictability and reduce the
level of risk for the Company’s shareholders,
stakeholders, and other interest group’s.
BUSINESS OBJECTIVE
The Company’s business objective, as set out in the
Company’s articles of association, reads as follows:
“The Company’s objects is industry, trade and
investments in shares and other assets in other
companies and enterprises as well as all other
activities related to this.” The Board of Directors
has defined objectives, strategies, and risk profiles
for the Company’s business activities as an effort
to create value for its shareholders in a sustainable
manner. These objectives, strategies and risk
profiles are evaluated annually.
EQUITY AND DIVIDENDS
The Board of Directors is responsible for ensuring
that the Group is adequately capitalized relative
to the risk and scope of operations and that
the capital requirements set forth in laws and
regulations are met.
The Group’s consolidated equity was
TNOK 939 046 on December 31st, 2024,
representing an equity ratio of 73 percent. The
Board monitors the capital situation and takes
actions necessary to ensure that the equity or
liquidity is adequate. The Company shall, at all
times, have a clear and predictable dividend
policy. The company believes that it will serve its
shareholders best by investing for the long term
and growing and developing the business.
ANNUAL REPORT
13
The company’s dividend policy is that the company
does not expect to pay any dividend in the short
to medium term as the company intends to use
its profit for both organic and inorganic growth
initiatives as well as product and technology
innovation. The company will in the future
continuously evaluate its capital allocation and
will prioritize organic growth investments and
acquisitions over dividends if the company expects
that this will generate an attractive return on
capital.
At the Annual General Meeting on May 2nd, 2024,
the Board was granted the following authorities:
o Authorization to increase the share capital in
one or more rounds by up to NOK 171 522,305.
The authorization covers contribution in kind
and the right to incur specific obligations on
behalf of the Company and includes mergers.
There have not been issued any new shares
under this authorization. The authorization
is valid until the Company’s Annual General
Meeting in 2025, but not longer than June 30th,
2025.
o Authorization to increase the share capital in
one or more rounds by up to NOK 17 152,23.
The authorization covers settlement of the
Group’s long/term investment program (LTIP).
There have not been issued any new shares
under this authorization. The authorization
is valid until the Company’s Annual General
Meeting in 2026, but not longer than June 30th,
2026.
o Authorization to acquire own shares with a
total nominal value up to NOK 85 761,15 which
is equivalent to 5 percent of the current share
capital. The maximum purchase price is
NOK 50 and minimum NOK 1. As of December
31st, 2024, the authorization has been used to
purchase 1 198 083 shares for a total of
TNOK 35 067. The authorization is valid until
the Company’s Annual General Meeting in
2025, but not longer than June 30th, 2025.
EQUAL TREATMENT OF
SHAREHOLDERS
All shareholders shall be treated on an equal
basis unless there is a just and factual cause
for treating them differently. Each share in the
Company carries one vote, and all shares carry
equal rights, including the right to participate
in general meetings and the right to dividends.
Where the Board of Directors resolves to issue new
shares and deviate from existing shareholders’
pre-emptive rights pursuant to an authorization
granted to the Board of Directors, the stock
exchange announcement issued in connection with
the share issue shall also include a justification for
the deviation.
The Company’s transactions in treasury shares
shall be carried out through Oslo Stock Exchange’
trading platform at the prevailing trading price or
by making a public offer to all shareholders. All
transactions in treasury shares shall be publicly
disclosed in a stock exchange announcement.
There was a total of 117 transaction in treasury
shares in 2024 which was carried out by Carnegie
on behalf of the Company.
Transactions between the Company and its
shareholders, a shareholder’s parent company,
members of the Board of Directors, executive
management or closely associated persons to any
such party, that are deemed material under the
Norwegian Public Limited Liability Companies Act,
are subject to approval by the general meeting.
Furthermore, the Board of Directors is required
to arrange for an independent auditor’s valuation
of the transaction. When restructuring the Group
companies there was performed several transfers
of shares internally. The transactions were not
subject to approval by the general meeting as it
was defined as an intercompany transaction.
FREELY TRANSFERABLE SHARES
The shares of the Company are listed on the Oslo
Stock Exchange and are freely transferable and
there are no limitations on any party’s ability to
own or vote for the shares in the Company.
2024
14
Deviation from the Code of Practice:
Sellers of the shares in Clixifix Ltd. has entered into
a lock-up agreement for shares purchased as part
of the settlement. The lock-up period is valid until
May 2nd, 2025.
GENERAL MEETINGS
The General Meeting is the Company’s highest
authority, and open to all shareholders. The
Company encourages shareholders to participate
and exercise their rights. The 2024 Annual General
Meeting was held digitally on May 2nd, 2024,
with 85,19 percent of the Company’s shares
represented.
The Board, auditor, or shareholders representing
at least 5 percent of the shares can call for
Extraordinary General Meetings when deemed
necessary.
The notice of the General Meeting and
supporting documents are made available on
the Company’s website no later than 3 weeks
prior to the date of the meeting. Shareholders
may request the documents by mail. Efforts are
made to ensure that proposed resolutions and
supporting information are sufficiently detailed
and comprehensive to allow the shareholders to
form a view on all matters to be considered at the
meeting. The notice includes information about
shareholders’ rights. The notice period, right to
attend and agenda proposals are regulated in the
Articles of Association.
The deadline for shareholders to notify the
Company if they wish to participate at the General
Meeting shall be set as close to the date of the
general meeting as practically possible, but at the
earliest two business days before the General
Meeting.
Shareholders who are unable to attend the
general meeting shall be given the opportunity
to be represented by proxy and to vote by proxy.
The Board of Directors shall in this respect, with
regards to the notice of the general meeting:
o provide information on the procedure for
attending by proxy;
o nominate a person who will be available to
vote on behalf of non-attending shareholders
as their proxy (normally being the chair of the
Board of Directors); and
o prepare a proxy form, which shall, to the extent
possible, be set up so that it is possible to vote
separately on each individual matter on the
agenda and each candidate nominated for
election.
Deviation from the Code of Practice: The Code
recommends separate voting for candidates to the
Board. However, the Board must be in accordance
with applicable legislation regarding gender
representation and qualifications for committee
assignments. The nomination committee’s
proposal is given with respect to such legislation.
Should a situation arise where the composition of
the Board might conflict with applicable legislation,
the situation and consequences of electing a board
contrary to legislation should be discussed at the
General Meeting and shareholders should base
their votes on the views discussed.
NOMINATION COMMITTEE
The Nomination Committee is governed by the
Articles of Association section 10. The nomination
committee does not include any executive
personnel or any member of the company’s Board
of Directors. All members of the Nomination
committee are independent of the Board of
Directors and Group Management. The members
of the Nomination Committee are elected at the
General Meeting for a period of two year. Mr. Arild
Bødal (chair) and Ms. Helen Fasth Gilstedt were
elected at the General Meeting on April 28th, 2023,
and Ms. Ingeborg Aavatsmark was elected at the
General Meeting on May 2nd, 2024.
The General Meeting stipulates the rules of
procedure for the Nomination Committee and
determines the Committees’ remuneration. The
Nomination Committee gives its recommendation
to the General Meeting on election of and
compensation to members of the Board of
ANNUAL REPORT
15
Directors, in addition to election of members of the
Nomination Committee. Each proposal is justified
on an individual basis. All shareholders are entitled
to nominate candidates to the Board of Directors,
and information on how to propose candidates can
be found on the company’s website.
COMPOSITION AND INDEPENDENCE
OF THE BOARD OF DIRECTORS
In accordance with the articles of association
section 7, the company’s Board of Directors shall
consist of three to nine members. On December
31st, 2024, the Board of Directors consisted of
seven members (see table below), of which three
were female. The directors can be elected by the
General Meeting for a term no longer than two
years and may be re-elected.
The company’s website provides information
to illustrate the expertise of the members of
the Board of Directors. The Board of Directors
considers its composition to be diverse and
represent required competencies including
financial and industrial experience. Board
members are encouraged to own shares in the
company. An overview of board members’ share
ownership in the Company is available in note 25
to the consolidated financial statements.
Name Role Independent Served since
Term
expires
Meeting
participation
Gunnar Haglund Chairperson Yes 15.03.2017 AGM 2025 9 of 9
Mette Kamsvåg Deputy chairperson Yes 02.05.2024 AGM 2026 5 of 6
Bernt Ulstein Board member Yes 15.03.2017 AGM 2025 9 of 9
Maria Danell Board member Yes 21.04.2021 02.05.2024 3 of 3
Carl Ivarsson Board member No 14.02.2017 AGM 2025 9 of 9
Marianne Bergmann Røren Board member Yes 21.04.2021 02.05.2024 0 of 3
Allan Engström Board Member No 14.02.2017 AGM 2025 9 of 9
Isabella Alveberg Board Member Yes 28.04.2023 AGM 2025 8 of 9
Eva Hemb Board Member Yes 02.05.2024 AGM 2026 6 of 6
Mr. Ivarsson and Mr. Engström represents Valedo Partners III AB which holds 39.6% of the shares in SmartCraft ASA. All board members are
independent of Group management and material business contacts.
WORK OF THE BOARD OF DIRECTORS
The objectives, responsibilities and functions
of the Board of Directors and the CEO shall
be in compliance with rules and standards
applicable to the Group, which are described
in the Company’s “Instructions for the board of
directors of SmartCraft ASA”. The Board has the
ultimate responsibility for the management of the
Company and the Group and for supervising Group
Management.
The Board of Directors shall annually evaluate its
performance and expertise for the previous year.
This evaluation shall include the composition of
the Board of Directors and the manner in which its
members function, individually and as a group, in
relation to the objectives set out for its work. The
report shall be made available to the nomination
committee.
The Board has established two committees, an
Audit Committee, and a Remuneration Committee.
Audit Committee
Pursuant to section 6-41 of the Norwegian
Public Limited Liability Companies Act, Rule
Book II and recommendations set out in the
Code, the Company is obliged to establish an
audit committee. The Committee members are
appointed by and among the Board of Directors.
Per December 31st, 2024, the audit committee
2024
16
members were Mr. Gunnar Haglund (chair), Mrs.
Eva Hemb and Mr. Carl Ivarsson, all considered
independent of Group Management. The Audit
Committee held 7 meetings in 2024.
Remuneration Committee
The remuneration committee shall provide
the Board of Directors with a guideline and
recommendation for the salary and other
remuneration for executive management, which
shall be made in accordance with section 6-16a of
the Norwegian Public Limited Liability Companies
Act. The members of the remuneration committee
are elected by and among the members of the
Board of Directors for a term of up to two years.
Per December 31st, 2024, the remuneration
committee members were Mr. Gunnar Haglund
(chair), Mr. Allan Engström and Mr. Bernt Ulstein,
all independent of the Group Management. For
2024, the Committee met 2 times.
RISK MANAGEMENT AND INTERNAL
CONTROL
The Group’s risk management system shall ensure
that the Group has a systematic and uniform
approach to risk management. The system
defines responsibilities, processes, tools and
documentation, including considerations related
to integrating stakeholders in relation to the
Company’s value creation.
Group Management sets the context in which risks
are managed and supervises the risk management
process. Risk assessments are presented to the
Audit Committee and the Board of Directors. The
Board performs a review of risks in connection
with the approval of the annual budget.
Group Management regularly updates the Board
of Directors including operational reviews, HSE
(Health, Safety and Environment) measures,
financial status and key performance indicators.
Prior to each Board meeting, the CEO and CFO
prepares a report to the Board of Directors, which
includes this information in addition to any items
requested by Board members and items requiring
action by the Board of Directors. Because the
Group operates internationally, it is required to
comply with numerous national and international
laws and regulations. All business activities and
processes must be conducted in accordance with
laws, and regulations.
The quarterly and yearly reporting process and
significant accounting and reporting issues
are discussed with the Audit Committee in the
presence of the external auditor.
REMUNERATION OF THE BOARD OF
DIRECTORS
The members of the Board of Directors receive
remuneration in accordance with their individual
roles. The remuneration is not linked to Company
performance and members are not granted share
options. Remuneration for each member of the
Board of Directors is detailed in note 11 to the
consolidated financial statements.
Members of the Board of Directors and/or
companies with which they are associated should
not take on specific assignments for the Company
in addition to their appointment as a member of
the Board of Directors, but if they do, this shall
be disclosed to the full Board. The remuneration
for such additional duties will be approved by
the Board of Directors. There were no such
assignments in 2024.
REMUNERATION OF EXECUTIVE
MANAGEMENT
The policy for remuneration of executive
management of the Group was last updated in
April 2023 and presented at the Annual General
Meeting in 2023. The remuneration policy must
be approved by the Annual General Meeting upon
any material changes and at minimum every four
years. The Board determines remuneration of
the Chief Executive Officer while remuneration
of Group Management is determined according
to guidelines. The Board’s statement regarding
compensation of leading employees, required by
accounting act §7-31b, is published on smartcraft.
com.
ANNUAL REPORT
17
INFORMATION AND
COMMUNICATION
The Company treats its investors equally. Timely
information is published simultaneously to all
investors in accordance with applicable legislation
and regulation to provide the best possible basis
for evaluation of Company performance. All
information is provided in English. Interim reports
are published on a quarterly basis, in line with Oslo
Stock Exchange’s recommendations.
Interim reports include presentations to provide
an overview of operational and financial
developments, market outlook, and the Company’s
prospects. The presentations are open to the
public and made available through a webcast.
The Chief Executive Officer and the Chief Financial
Officer are normally present at the quarterly
presentations. Furthermore, the Company keeps
an ongoing dialogue with its investors and makes
presentations to analysts and investors through
various conferences and events.
TAKEOVERS
The Board of Directors have established the
main principles for its actions in the event of a
takeover offer. In a takeover process, the Board
of Directors, and the Executive Management each
have independent responsibilities to ensure that
the Company’s shareholders are treated equally
and that there are no unnecessary interruptions
to the Company’s business activities. The Board
of Directors has a particular responsibility to
ensure that the shareholders are given sufficient
information and time to assess the offer. The
Company has no written guidelines for procedures
to be followed in the event of a takeover offer. The
Board is open to initiatives that are commercially
and financially attractive for the shareholders. The
Board will assess potential offers in accordance
with applicable legislation and Code of Practice
requirements in due course.
STATUTORY AUDITOR
The Company’s external auditor, Ernst & Young
AS, is appointed by the General Meeting and is
independent from the Company.
The auditor shall participate in meeting(s) of the
Board of Directors where any of the following
topics is on the agenda: the annual accounts,
accounting principles, assessment of any important
accounting estimates and other matters of
importance where there has been disagreement
between the auditor and the Company’s executive
management and/or the audit committee.
The auditor shall at least once a year present to the
Board of Directors or the audit committee a review
of the Company’s internal control procedures,
including identification of weaknesses and
proposals for improvement. The audit committee
shall hold a meeting with the auditor at least once
a year in which no representative of the executive
management can be present. To strengthen the
Board of Directors’ work on financial reporting and
internal control, the auditor shall provide a report
to the audit committee on the main features of
the audit in respect to the previous financial year,
and especially mention any material weaknesses
identified in the internal control relating to the
financial reporting process.
Remuneration to the auditor is approved by the
General Meeting and the Board of Directors shall
specify the executive management’s right to use
the auditor for other purposes than auditing. For
remuneration to the auditor see note 21 to the
consolidate financial statements.
2024
18
Statement of compliance
The Board of Directors and the Chief Executive
Officer (CEO) have today considered and approved
the report from the Board of Directors and CEO,
the financial statements for the Group and for the
parent company SmartCraft ASA (the Company) for
the year ending December 31st, 2024.
The consolidated financial statements of the
Group have been prepared in accordance with
International Financial Reporting Standards as
adopted by the EU and additional disclosure
requirements as stated in the Norwegian
Accounting Act that are applicable at December
31st, 2024.
The financial statements for the Company have
been prepared in accordance with the Norwegian
Accounting Act and Generally Accepted Accounting
Principles in Norway that are applicable at
December 31st, 2024. The report from the Board
of Directors and CEO for the Group and the
Company has been prepared in accordance with
the Norwegian Accounting Act and the Norwegian
Accounting Standard no. 16 applicable at
December 31st, 2024.
We confirm that, to the best of our knowledge:
o the financial statements for the period from
January 1st to December 31st, 2024, for the
Group and the Company have been prepared
in accordance with applicable accounting
standards
o the financial statements give a true and
fair view of the Company’s and the Group’s
consolidated assets, liabilities, financial position
and results of operations
o the Board of Directors’ report provides a
true and fair view of the development and
performance of the business and the position
of the Company and the Group, together with
a description of the key risks and uncertainty
factors that the company is facing
April 9th, 2025
Board of Directors and CEO, SmartCraft ASA
Bernt Ulstein
Board member
Eva Hemb
Board member
Gustav Line
CEO
Isabella Alveberg
Board member
Carl Ivarsson
Board member
Gunnar Haglund
Chairman of the Board
Mette Kamsvåg
Deputy Chairperson of the Board
Allan Engström
Board member
ANNUAL REPORT
19
Consolidated Financial
Statements
Amounts in NOK (thousands) Note 2024 2023
Revenue from customers 8 510 763 401 654
Total operating revenue 510 763 401 654
Purchase of goods and services 43 551 32 681
Payroll and related expences 10, 11 198 804 145 637
Other operating expenses 21 83 879 57 616
Depreciation and amortization 13, 23, 24 52 465 36 204
Total operating expenses 378 699 272 138
Operating profit (loss) before financial items and tax 132 064 129 517
Financial income 22 21 158 29 520
Financial expenses 22 (19 703 ) (22 768 )
Financial income (expense), net 1 455 6 752
Profit (loss) before tax 133 519 136 268
Tax expense 20 27 560 28 640
Profit (loss) 105 959 107 628
Attributable to:
Shareholders in SmartCraft ASA 26 105 959 107 628
Non-controlling interests - -
Other comprehensive income
Items that will be reclassified to profit or loss:
Currency translation differences, net of tax 16 957 24 685
Other comprehensive income (loss) for the period net of tax 16 957 24 685
Total comprehensive income 122 916 132 313
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Amounts in NOK (thousands) Note 2024 2023
Profit for the year 105 959 107 628
Profit for the year attributable to non-controlling interests - -
Profit for the year attributable to equity holders of SmartCraft ASA 105 959 107 628
Average numbers of common shares 167 907 976 169 575 195
Earning per share and diluted earnings per share NOK 26 0,63 0,63
2024
20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Amounts in NOK (thousands)
ASSETS Note 31.12.2024 31.12.2023
Goodwill 6, 12 662 299 547 580
Intangible assets 13 376 806 246 079
Right to use assets 24 35 411 24 656
Tangible Assets 23 4 855 3 001
Total non-current assets 1 079 372 821 316
Other current assets 7, 16 10 476 8 112
Accounts Receivable 7, 15 67 611 64 612
Cash and cash equivalents 7, 17 125 655 206 024
Total current assets 203 742 278 748
Total assets 1 283 114 1 100 063
EQUITY AND LIABILITIES
Share capital 25 1 715 1 715
Own shares (45 ) (31 )
Share premium 605 893 605 893
Retained earnings 280 193 214 846
Other components of equity 33 578 16 621
Non-controlling interests 25 9 486 4 631
Total equity 930 821 843 675
Non-current lease liabilities 17, 24 23 281 14 764
Deferred tax liabilities 20 62 672 36 580
Total non-current liabilities 85 953 51 344
Current portion of deferred revenue 8 149 839 106 029
Current portion of lease liabilities 17, 24 12 886 10 360
Accounts payable 7, 18 11 760 8 628
Taxes payable 7, 20 15 700 22 402
Other current liabilities 7, 19, 28 76 155 57 626
Total current liabilities 266 340 205 044
Total liabilities 352 293 256 388
Total equity and liabilities 1 283 114 1 100 063
ANNUAL REPORT
21
April 9th, 2025
Board of Directors and CEO, SmartCraft ASA
Bernt Ulstein
Board member
Eva Hemb
Board member
Gustav Line
CEO
Isabella Alveberg
Board member
Carl Ivarsson
Board member
Gunnar Haglund
Chairman of the Board
Mette Kamsvåg
Deputy Chairperson of the Board
Allan Engström
Board member
2024
22
CONSOLIDATED CASH FLOW STATEMENT
Amounts in NOK (thousands) Note 2024 2023
Operating activities
Profit before tax 133 519 136 268
Paid taxes 20 (41 251 ) (24 058 )
Net financial income (1 989 ) (6 752 )
Gains/losses sold assets 13, 23, 24 75 (82 )
Depreciation and amortization 13, 23, 24 52 465 36 204
Payments related to acqusitions 7, 19 - (16 861 )
Interest recevied 22 4 781 3 724
Net cash provided from operating activities before net
working capital changes
Working capital adjustments:
Changes in accounts receivable 7 160 (33 619 )
Changes in deferred revenue 24 441 35 284
Changes in accounts payable 229 744
Changes in all other working capital items (415 ) 5 445
Net cash provided from operating activities 179 015 136 297
Investing activities
Investments in tangible and intangible assets 13, 23 (3 558 ) (1 474 )
Payments for acqusitions 6, 19 (152 056 ) (23 968 )
Payments for software development costs 13 (48 664 ) (37 472 )
Foreign currency effect - -
Net cash used in investing activities (204 278 ) (62 914 )
Financing activities
Cash proceeds from capital increases 25 4 720 -
Downpayment on loan facilities 17 (7 954 ) -
Interest payments 22 (2 792 ) (1 214 )
Repayments of lease liabilities 17 (12 278 ) (9 964 )
Payments of treasury shares 25 (40 865 ) (53 508 )
Net cash provided by (used in) financing activities (59 170 ) (64 686 )
Net increase (decrease) in cash and cash equivalents (84 432 ) 8 696
Cash and cash equivalents at the beginning of year 206 024 191 587
Foreign currency effects 4 063 5 740
Cash and cash equivalents at end of year 17 125 655 206 024
ANNUAL REPORT
23
Amounts in NOK (thousands)
Share
capital
Treasury
shares
Share
premium
Retained
earnings
Currency
translation
reserve
Non-
controlling
interest
Total
equity
Total equity 31.12.2022 1 715 (5 ) 605 893 161 149 (8 063 ) 4 881 765 570
Profit / (-) loss for the period - - - 107 628 - - 107 628
Other comprehensive income - - - - 24 685 - 24 685
Changes in non-controlling
interests
Purchase of treasury shares - (26 ) - (53 482 ) - - (53 508 )
Other changes - - - (449 ) - - (449 )
Total equity 31.12.2023 1 715 (31 ) 605 893 214 846 16 621 4 631 843 675
Profit / (-) loss for the period - - - 105 959 - - 105 959
Other comprehensive income - - - - 16 957 - 16 957
Changes in non-controlling
interests
Purchase of treasury shares - (14 ) - (40 851 ) - - (40 865 )
Other changes - - - 239 - - 239
Total equity 31.12.2024 1 715 (45 ) 605 893 280 193 33 578 9 486 930 821
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
2024
24
Notes
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26
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ANNUAL REPORT
61
Alternative Performance
Measures (APMs)
The following terms are used by the Group in definitions of APMs:
o EBITDA: Is defined as operating income before depreciation of tangible and intangible non-current
assets.
o Adjusted EBITDA: Is defined as EBITDA adjusted for special operating items that distorts comparison,
such as acquisition related expenses, listing preparation costs and other items which are special in
nature compared to ordinary operational income or expenses.
o Adjusted EBITDA margin (%): Is defined as Adjusted EBITDA divided by sales, expressed as a
percentage.
o Adjusted EBITDA – Capex margin (%): Is defined as Adjusted EBITDA – R&D capex divided by sales,
expressed as a percentage.
o Annual Recurring Revenue (“ARR”): Is defined as a 12 month subscription value of the Group’s
customer base at the end of the reporting period. The ARR metric only includes fixed price
subscriptions.
o Recurring Revenue (%): Is defined as subscription revenue generated over the historical period
divided by sales for the same period, expressed as a percentage. Recurring Revenue includes both
fixed price and transaction-based subscription revenues.
o Average Revenue Per Customer (“ARPC”): Is defined as the annualized monthly total operating
revenue divided by the number of customers at the end of the month.
o Churn Rate (%): Is a measure of loss of ARR on a rolling 12-month basis, expressed as a percentage of
average monthly ingoing ARR for the same 12-month period.
2024
62
Amounts in NOK (thousands) Note 2024 2023
Revenue from customers 8 510 763 401 654
Total operating revenue 510 763 401 654
Amounts in NOK (thousands) Note 2024 2023
EBITDA 184 530 165 721
Adjustments of special items 5 458 1 525
Adjusted EBITDA 189 987 167 245
EBITDA-margin 36.1 % 41.3 %
Adjusted EBITDA-margin 37.2 % 41.6 %
Amounts in NOK (thousands) Note 2024 2023
Adjusted EBITDA 189 987 167 245
Capitalized development expenses 48 664 37 472
Adjusted EBITDA - CAPEX margin 27.7 % 32.3 %
2024 2023
Annual Recurring Revenue (ARR) (EoP) TNOK 481 958 386 641
Recurring revenue 93.5 % 96.9 %
Average Revenue per Customer (ARPC) NOK 38 848 32 452
Churn rate (R12m) 9.2 % 7.2 %
ANNUAL REPORT
63
Financial statements -
SmartCraft ASA
INCOME STATEMENT
Operating income and operating expenses
Amounts in NOK (thousands) Note 2024 2023
Other revenue 2 13 983 14 289
Total income 13 983 14 289
Cost of sold goods 73 -
Employee benefits expense 3 17 022 15 719
Depreciation and amortisation expenses 4 58 50
Other expenses 3, 5 9 991 7 640
Total expenses 27 144 23 409
Operating profit (13 161) (9 120)
Financial income and expenses
Income from subsidiaries 28 829 1 911
Interest income from group companies 12 405 6 818
Other interest income 6 4 550 3 237
Other financial income 6 10 660 25 108
Interest expense to group companies 12 359 5 332
Other interest expenses 6 6 278
Other financial expenses 6 7 148 20 961
Net financial items 36 930 10 503
Net profit before tax 23 770 1 383
Income tax expense 7 514 290
Net profit / loss 8 23 256 1 093
Distributed profit / loss
Other equity 23 256 1 093
Total distributed 23 256 1 093
2024
64
BALANCE SHEET
Assets
Amounts in NOK (thousands) Note 2024 2023
Non-current assets
Trademark and other intangible assets 353 399
Total intangible assets 4 353 399
Equipment and other movables 4 43 12
Total property, plant and equipment 4 43 12
Non-current financial assets
Investments in subsidiaries 9 524 337 508 119
Total non-current financial assets 524 337 508 119
Total non-current assets 524 732 508 531
Current assets
Debtors
Other short-term receivables 1 040 371
Receivables from group companies 10 63 658 128 100
Total receivables 64 698 128 471
Cash and cash equivalents 11 88 431 178 616
Total current assets 153 128 307 087
Total assets 677 860 815 618
ANNUAL REPORT
65
Equity and liabilities
Amounts in NOK (thousands) Note 2024 2023
Equity
Contributed equity
Share capital 12 1 715 1 715
Treasury stock 12, 13 (45) (31)
Share premium reserve 605 893 605 893
Total contributed equity 607 563 607 577
Retained earnings
Other equity (8 681) 8 910
Total retained earnings (8 681) 8 910
Total equity 8 598 882 616 487
Liabilities
Deferred tax 7 1 627 1 113
Total provisions 1 627 1 113
Current liabilities
Trade payables 2 914 324
Tax payable 7 - 247
Public duties payable 534 512
Liabilities to group companies 10 70 289 194 125
Other current liabilities 14 3 614 2 810
Total current liabilities 77 351 198 018
Total liabilities 78 978 199 131
Total equity and liabilities 677 860 815 618
2024
66
April 9th, 2025
Board of Directors and CEO, SmartCraft ASA
Bernt Ulstein
Board member
Eva Hemb
Board member
Gustav Line
CEO
Isabella Alveberg
Board member
Carl Ivarsson
Board member
Gunnar Haglund
Chairman of the Board
Mette Kamsvåg
Deputy Chairperson of the Board
Allan Engström
Board member
ANNUAL REPORT
67
INDIRECT CASH FLOW
Amounts in NOK (thousands) Note 2024 2023
Cash flows from operating activities
Profit/loss before tax 23 770 27 903
Paid taxes 248 (1 146)
Gained sale of shares 5 (21 312) (131)
Ordinary depreciation 58 50
Change in accounts payable 2 590 92
Change in other accrual items 157 (985)
Net cash flows from operating activities 5 015 6 053
Cash flows from investment activities
Investments in tangible assets (42) -
Proceeds from sale of shares 23 973 331
Investments in shares and participations in other companies (18 879) (533)
Net cash flows from investment activities 5 053 (202)
Cash flows from financing activities
Group contributions - 24 166
Change in intercompany debt 64 448 (39 647)
Change in cashpool account (123 836) 186 244
Payment of threasure shares 13 (40 865) (53 508)
Net cash flows from financing activities (100 254) 117 255
Net change in cash and cash equivalents (90 186) 111 000
Cash and cash equivalents at the start of the period 178 616 67 617
Cash and cash equivalents at the end of the period 11 88 431 178 616
2024
68
ACCOUNTING PRINCIPLES
The annual accounts have been prepared in
conformity with the provisions of the Norwegian
Accounting Act and good accounting practice.
Use of estimates
In the preparation of the annual accounts
estimates and assumptions have been made that
have affected the profit and loss account and the
valuation of assets and liabilities, and uncertain
assets and liabilities on the balance sheet date in
accordance with generally accepted accounting
practice. Areas which to a large extent contain such
subjective evaluations, a high degree of complexity,
or areas where the assumptions and estimates are
material for the annual accounts, are described in
the notes.
Revenues
Services are posted as income as they are
delivered. The company provides management
services for the other companies in the SmartCraft
Group.
Tax
The tax charge in the profit and loss account
consists of tax payable for the period and the
change in deferred tax. Deferred tax is calculated
at the tax rate at 22 % on the basis of tax-reducing
and tax-increasing temporary differences that exist
between accounting and tax values, and the tax
loss carried forward at the end of the accounting
year. Tax-increasing and tax-reducing temporary
differences that reverse or may reverse in the
same period are set off and entered net. The net
deferred tax receivable is entered on the
balance sheet to the extent that it is likely that it
can be utilised.
Classification and valuation of fixed
assets
Fixed assets consist of assets intended for long-
term ownership and use. Fixed assets are valued at
acquisition cost less depreciation and write-downs.
Long-term liabilities are entered on the balance
sheet at the nominal amount at the time of the
transaction.
Plant and equipment is capitalised and appreciated
over the economic lifetime of the asset. Significant
items of plant and equipment that consist of
several material components with different
lifetimes are broken down in order to establish
different depreciation periods for the different
components. Direct maintenance of plant and
equipment is expensed on an ongoing basis under
operating costs, while additions or improvements
are added to the asset’s cost price and depreciated
in line with the asset. Plant and equipment is
written down to the recoverable amount in the
event of a fall in value that is not expected to be
temporary. The recoverable amount is the higher
of the net sales value and the value in use. Value
in use is the present value of future cash flows
related to the asset. The write-down is reversed
when the basis for the write-down is no longer
present.
Classification and valuation of current
assets
Current assets and short-term liabilities consist
normally of items that fall due for payment within
one year of the balance sheet date, as well as items
related to the stock cycle. Current assets are valued
at the lower of acquisition cost and fair value.
Short-term liabilities are entered on the balance
sheet at the nominal amount at the time of the
transaction.
Subsidiaries and associated companies
Subsidiaries and associated companies are valued
using the cost method in the company accounts.
The investment is valued at acquisition cost for the
shares unless a write-down has been necessary.
A write-down to fair value is made when a fall in
value is due to reasons that cannot be expected
to be temporary and such write-down must be
considered as necessary in accordance with good
accounting practice. Write-downs are reversed
when the basis for the write-down is no longer
present.
Dividends, group contributions and other
distributions from subsidiaries are posted to
ANNUAL REPORT
69
income in the same year as provided for in the
distributor’s accounts. To the extent that dividends/
group contributions exceed the share of profits
earned after the date of acquisition, the excess
amounts represents a repayment of invested
capital, and distributions are deducted from the
investment’s value in the balance sheet of the
parent company.
Receivables
Receivables from customers and other receivables
are entered at par value after deducting a
provision for expected losses. The provision
for losses is made on the basis of an individual
assessment of the respective receivables. In
addition an unspecified provision is made to cover
expected losses on claims in respect of customer
receivables.
Cash flow statement
The cash flow statement has been prepared using
the indirect method. Cash and cash equivalents
consist of cash, bank deposits and other short-
term, liquid investments.
2024
70
NOTE 1 FINANCIAL MARKET RISK
SmartCraft ASA have a limited activity other than management of group companies.
Credit risk
The company has a credit risk related to receivables from group companies. The risk of a counterpart not
having the financial capacity to fulfil its obligations is considered to be low. Historically, there have been no
losses on intercompany receivables.
Currency risk
The company’s currency exposure is related to intercompany balances being booked in the local currency
of the counterpart. As of December 31st, 2024 SmartCraft ASA has financial assets of TEUR 5 855,
TSEK 551, TGBP 14 and TUSD 232. The exposure of foreign currency is concidered low.
NOTE 2 OTHER REVENUE
Amounts in NOK (thousands) 2024 2023
By business area
Management services 13 983 14 289
Total 13 983 14 289
Geographic breakdown
Norway 13 983 14 178
Sweden - 53
Finland - 58
Total 13 983 14 289
NOTE 3 SALARY COSTS AND BENEFITS, REMUNERATION TO THE CHIEF
EXECUTIVE, BOARD AND AUDITOR
Salary cost
Amounts in NOK (thousands) 2024 2023
Salaries 8 986 7 795
Employment tax 1 419 1 486
Pension costs 309 285
Other benefits 6 443 6 153
Total 17 156 15 719
In 2024 the company employed 4 full time employees.
Pension liabilities
The company is liable to maintain an occupational pension scheme under the Mandatory Occupational
Pensions Act. The company’s pension schemes are defined contribution schemes and satisfy the
requirements of this Act.
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71
Remuneration to leading personnel
Amounts in NOK (thousands) Chief Executive Officer Board
Salaries 2 752 -
Pension costs 90 -
Other remuneration 571 1 196
Total 3 413 1 196
If the company terminates the employment the CEO is entitled to 6 monts’ salary after a 6 month
termination period. There are no loans or collateral granted the CEO or members of the Board. SmartCraft
ASA has prepared a report for remuneration to leading personnel in accordance with the Accounting Act §
7-31b.
Auditor
Remuneration to the elected auditor for 2024 amount to TNOK 1 260 ex. vat. where TNOK 156 is related to
audit related services.
NOTE 4 INTANGIBLE AND TANGIBLE ASSETS
Amounts in NOK (thousands)
Fixtures
and office
equipment
Trademark and
other intangible
assets Total
Purchase cost as of 01.01.24 17 464 481
Inflow purchased fixed assets 42 - 42
Acquisition cost 31.12.2024 59 464 522
Accumulated depreciations 31.12.24 16 112 128
Book value 31.12.2024 43 352 395
This year’s ordinary depreciation 11 47 58
Economic lifetime 5 years 10 years
Decreciation plan Linear Linear
NOTE 5 INDIVIDUAL TRANSACTIONS
In 2024 the group expanded the long term investment program and established SMCRT MGMT 2 AS. As
part of the establishment of SMCRT MGMT 2 AS 13 342 521 shares in SmartCraft Software AS were sold
from SmartCraft ASA to SMCRT MGMT 2 AS.
2024
72
NOTE 6 ITEMS THAT ARE AGGREGATED IN THE ACCOUNTS
Financial income
Amounts in NOK
2024 2023
Interest income CashPool 4 550 3 237
Agio 10 660 25 108
Total financial income 15 210 28 344
Financial costs
Amounts in NOK
2024 2023
Interest costs from companies in the same group - -
Interest and provisions for CashPool 6 213
Other interest expenses - 65
Disagio 7 148 20 961
Total financial costs 7 154 21 239
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NOTE 7 TAX
This year’s tax expense
Amounts in NOK (thousands) 2024 2023
Entered tax on ordinary profit/loss:
Payable tax - 247
Changes in deferred tax 514 43
Tax expense on ordinary profit/loss 514 290
Taxable income:
Ordinary result before tax 23 770 1 383
Permanent differences (28 948) (1 843)
Changes in temporary differences (2 338) (197)
Received intra-group contribution 7 516 1 780
Taxable income . 1 123
Payable tax in the balance:
Payable tax on this year's result (1 654) (145)
Payable tax on received Group contribution 1 654 392
Total payable tax in the balance - 247
Calculation of effective tax rate
Profit before tax 23 770 1 383
Calculated tax on profit before tax 5 229 304
Tax effect of permanent differences (4 715) (14)
Total 514 290
Effective tax rate 2.2% 21.0%
The tax effect of temporary differences that has formed the basis for deferred tax and deferred tax
advantages, specified on type of temporary differences
Amounts in NOK (thousands) 2024 2023 Difference
Tangible assets 13 12 (1)
Long-term receivables and liabilities in foreign currency 7 383 5 046 (2 337)
Total 7 396 5 058 (2 338)
Basis for deferred tax 7396 5 058 (2 338)
Deferred tax (22%) 1 627 1 113 (514)
2024
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NOTE 8 EQUITY
Share capital Own shares
Share
premium
Other equity
captial
Total equity
capital
Pr. 31.12.2023 1 715 (31) 605 893 8 914 616 491
Purchase of own shares - (14) - (40 851) (40 865)
Result of the year - - - 23 256 23 256
Pr. 31.12.2024 1 715 (45) 605 893 (8 681) 598 882
NOTE 9 SUBSIDIARIES, ASSOCIATED COMPANIES ETC.
Amounts in NOK (thousands)
Subsidiary Office
Acquisition
registered
Ownership
interest Book value
Share of
equity
Share of
result
SmartCraft Software AS Hønefoss, NOR 2022 99 % 485 783 505 347 -
SMCRT MGMT 1 AS Hønefoss, NOR 2022 82 % 19 675 19 877 3
SMCRT MGMT 2 AS Hønefoss, NOR 2024 80 % 18 879 18 833 (6)
Total 524 337
NOTE 10 INTERCOMPANY ITEMS BETWEEN COMPANIES IN THE SAME GROUP ETC.
Customer receivables Other receivables
Amounts in NOK (thousands) 2024 2023 2024 2023
SmartCraft Software AS 3 509 - 7 516 (988)
SmartCraft Norway AS 943 - - 95 518
SmartCraft Sweden AB 12 - - 26 813
SmartCraft Finland Oy 49 - 51 252 46 681
Clixifix Ltd 37 - - -
Bygglet AB 60 - - (378)
EL-Info i Växsjö AB 48 - - (51 603)
Coredination AB 10 - - -
Locka Software AB 16 - - -
Locka Service AB 5 - - -
SmartCraft MGMT 1 AS - - 135 128
SmartCraft MGMT 2 AS - - 64 -
Cordel Norge AS - - - 2 607
Kvalitetskontroll AS - - - 7 531
Inprog AS - - - 1 790
Total 4 690 - 58 968 128 100
Investments in subsidiaries are recognised according to the cost method in the company’s financial
statements.
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NOTE 11 BANK DEPOSITS
Funds standing on the tax deduction account (restricted funds) are TNOK 334.
SmartCraft ASA is the owner of the Cash Pool organized together with:
o SmartCraft Norway AS
o SmartCraft Software AS
o SmartCraft Tech AS
o SmartCraft Tech Sweden AB
o SmartCraft Sweden AB
o Bygglet AB
o EL-Info AB
o Coredination AB
o Locka Group AB
o Locka Software AB
o Locka Service AB
o SmartCraft Finland Oy
Debt to suppliers Other liabilities
Amounts in NOK (thousands) 2024 2023 2024 2023
SmartCraft Norway AS 24 - 3 372 (25 851)
SmartCraft Sweden AB 676 - (22 005) (3 780)
Bygglet AB 57 - 158 404 101 992
SmartCraft Software AS - - (124 028) 8 296
SmartCraft Finland Oy - - (11 974) (16 862)
EL-Info i Växsjö AB - - 78 814 32 026
Coredination AB - - 2 249 -
Locka Software AB - - (17 673) -
Locka Service AB - - 4 580 -
Locka Group AB - - (1 511) -
SmartCraft Tech AS - - 30 -
SmartCraft Tech Sweden AB - - 31 -
Cordel Norge AS - - - 73 631
Kvalitetskontroll AS - - - 23 160
Inprog AS - - - 1 513
Total 757 - 70 289 194 125
Other liabilities are balances related to the global cash pool.
2024
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NOTE 12 SHAREHOLDERS
Share capital in SmartCraft ASA pr. December 31st 2024 consists of:
Total Nominal value Share capital
Common shares 171 522 305 0.01 1 715
Total 171 522 305 1 715
Shareholders
The largest shareholders as of December 31st 2024 were:
Shareholders
Number of
common shares
Percent of
shareholding
Valedo Partners III AB 67 903 692 39.6 %
State Street Bank and Trust Comp 21 454 787 12.5 %
B. Ulstein AS (Bernt Ulstein, Board member) 10 741 975 6.3 %
Jefferies LLC 7 783 342 4.5 %
SmartCraft ASA (treasury shares) 4 506 204 2.6 %
HSBC Bank Plc 4 078 648 2.4 %
Société Générale 3 439 481 2.0 %
Svenska Handelsbanken AB 2 843 168 1.7 %
BNP Parabis 2 377 564 1.4 %
J.P. Morgan SE 2 211 887 1.3 %
Interactive Brokers LLC 2 206 598 1.3 %
Mustad Industrier AS 2 100 000 1.2 %
Shares owned by Board members and leading personnel
Gustav Line, CEO (via Line Invest AS) 1 278 025 0.7 %
Gunnar Haglund, Chairperson of the Board (via Skarvhagen Förvaltning AB) 1 004 800 0.6 %
Kjartan Bø, CFO (via KBI AS) 250 000 0.1 %
Katja Widlund, CMO 70 809 0.0 %
Christian Saleki, CTO 18 149 0.0 %
Mette Kamsvåg, Deputy Chairperson of the Board 16 500 0.0 %
Isabella Alveberg, Board member 575 0.0 %
Total Other 37 236 101 21.7 %
Total 171 522 305 100.0 %
SmartCraft ASA is the parent company in the SmartCraft Group and prepares consolidated accounts which
can be handed out at the company’s offices in Strandgata 3, 3513 Hønefoss.
ANNUAL REPORT
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NOTE 13 TREASURY SHARES
During 2024 the company acquired 1 434 061 shares in the market at TNOK 40 865. The purchase of
shares are in accordance of the share buy-back program authorized by the Annual General Meeting held
May 2nd 2024. The buy-back program is managed by Carnegie AS.
Development in the company’s purchase of treasury shares
Development in the company's own shares
Number of
shares
Par value per
share
Total
amount
Amount of
share capital
Holding as at 1.1.2024 3 076 249 0.01 31 0.3 %
Acquisition of own shares 1 434 061 0.01 14 1.5 %
Disposal of own shares - - (5) -
Holding as at 31.12.2024 4 510 310 0.01 45 1.8 %
NOTE 14 PROVISIONS FOR LIABILITIES
Short-term provisions
Accrued cost Total
Balance 01.01.2024 2 810 2 810
Provisions 3 614 3 614
Provisions utilized (2 810) (2 810)
Balance 31.12.2024 3 614 3 614
There are no contingent liabilites as of 31.12.2024.
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2024
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2024
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