1
2025 ANNUAL REPORT
2025 JANUARY - DECEMBER
Annual
Report
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2025 ANNUAL REPORT2025 ANNUAL REPORT
2
Contents
3 2025 in brief
5 Leer from the CEO
6 Statement of the Board of Directors
12 Board of Directors report on Corporate Governance
19 Consolidated Financial Statements
26 Notes
69 Financial Statements - SmartCra ASA
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ANNUAL REPORT
3
2025
2025 in brief
• Revenue NOK 559 million, a growth of 9 percent YoY
• Continued strong operational cash flow NOK 144 million
• Annual Recurring Revenue NOK 522 million, an organic
growth of 7 percent YoY
• Adjusted EBITDA-CAPEX margin of 28 percent
• Churn of 9.2 percent
Adjusted EBITDA margin development per quarter
Adjusted EBITDA margin Adjusted EBITDA-CAPEX margin
ARR development per quarter
End of period, MNOK
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ANNUAL REPORT
Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
39.3 %
40.9 %
38.5 %
36.0 %
34.2 %
34.7 %
38.2 %
35.6 %
33.9 %
31.4 %
33.1 %
29.2 %
25.3 %
24.2 %
27.3 %
29.4 %
28.2 %
26.7 %
0.0 %
20.0 %
40.0 %
60.0 %
Q4 2 023 Q1 2 024 Q2 2 024 Q3 2 024 Q4 2 024 Q1 2 025 Q2 2 025 Q3 2 025 Q4 2 025
386.6
401.5
461.3
474.4
482.0
493.5
8.4%
504.8 504.8
522.3
Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
2025 ANNUAL REPORT
Proven Scalability
Historical gures demonstrate ecient growth
model, scalability and strong cash flow prole.
Amounts in NOK (millions)
2021 2022 2023 2024 2025
ARR 267 318 387 482 522
Revenue 271 333 402 511 559
Adjusted EBITDA
109
40%
131
39%
167
42%
190
37%
199
36%
Operational cash flow 107 116 153* 179 144
R&D CAPEX 22 24 37 49 43
Customers ~11 000 ~12 000 ~12 500 ~13 400 ~14 100
* adjusted for HomeRun earnout recognized over P&L
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2025 ANNUAL REPORT
2025 was a year when we had to navigate a tough market, but
at the same time continued to strengthen the foundation of
SmartCra. Even though the construction industry has been
facing the slowest cycle for decades, we continued to grow. That
is because we oer products that customers genuinely value.
We make both thousands of small and mid-sized construction
companies more protable, and the everyday workload for
crasmen easier. The untapped potential ahead of us is still
enormous.
One of our greatest strengths is the predictability of our business
model. More than 95 percent of our revenue is recurring, margins
remain high, and our cash flow is strong. In a year like 2025, that
maers. With 25 years in the soware industry, having seen both
high and low performers, I am proud that we continue to deliver
well within the “Rule of 40” even with today’s market conditions.
The structural work we’ve done over the past years across
products, technology and organization is now paying o and sets
us up for scalable growth.
Technology and innovation were key priorities in 2025. We
continued to strengthen our product platform so we can scale
eciently across segments and countries. SmartCra Spark and
SmartCra Flow are great examples of this. Both solutions are
supported by deep industry knowledge and unique access to
workflow data that few others can match.
The challenging market has naturally impacted our growth this
year, with higher churn and more downgrades in some segments.
As we enter 2026, the overall picture shows signs of stabilization.
Across all markets, we keep tight cost discipline, thereby ensuring
that we are ready to capture margin expansion and scale eects
when growth picks up again.
Toward the end of 2025, we implemented one of our most
important organizational changes to date: shiing from a
geography-based structure to an organization built around
business areas. This gives us clearer focus, faster decisions,
Letter from the CEO
and a more ecient go-to-market engine. It also strengthens
collaboration across countries and helps us tailor our solutions
beer to each customer segment. We already see the
impact, and this change will continue to support growth and
operational eciency. Financially, we ended the year with an
annual recurring revenue of NOK 522 million and an organic
growth of 7 percent. Our EBITDA–CAPEX margin remained at
28 percent year-on-year, and churn declined the last three
quarters and ended flat year-on-year.
We also enter 2026 with an important strategic milestone
ahead: moving our stock exchange listing from Euronext Oslo
Børs to the main list at Nasdaq Stockholm. This will increase
visibility, broaden our investor base, and give us access
to deeper liquidity pools. The Nordic SaaS community is
strong in Sweden, which is also our largest individual market,
and I believe SmartCra will be well understood and highly
appreciated in that market.
As we step into 2026, we do so with a stronger product
platform, a more cohesive organization, and a clear plan
forward. The market is still challenging, but the direction
is promising. We have more work ahead, but also – more
importantly – everything we need to succeed. I am optimistic
about the journey ahead
of us and condent
that we will continue to
create long-term value for
employees, customers,
and shareholders.
Jeremias Jansson
CEO
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2025 ANNUAL REPORT
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, 6 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 hold up to 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
“Euronext Oslo Børs”.
Strategy and objectives
The Group’s central mission is to simplify business processes
for craftsmen. To achieve this, SmartCraft has brought together
several leading digital solution providers for the construction
industry, covering areas like 3D visualization, quality and risk
management, project and procurement management, and
aftermarket defect management. This approach enables
SmartCraft to offer ready-made, top-tier solutions tailored to
customer requirements, supporting the digital transformation
in a traditionally low-tech sector.
SmartCraft pursues sustained profitable growth by leveraging
its market leadership in the underpenetrated construction
industry within the Nordic and UK markets. Its strong industry
focus, advanced SaaS offerings, and efficient sales force
deliver effective sales performances. The company regards
sustainability as a strategic objective, increasingly identifying
opportunities for improvement and positive impact.
Committed to a robust business model emphasizing high
Statement of the Board of Directors
recurring revenue and sound cost management, SmartCraft
remains resilient amid challenging macroeconomic conditions
and a high level of churn due to bankruptcies. The company’s
solid financial standing, operational cash flow generation, and
self-funding position is the foundation to further enhance
shareholder value. During 2025 the Group has made a
transition from a country-based organization to business areas.
The transition is done to further leverage the expertise within
the niched customer segments, streamline decision-making
and foster collaboration across countries.
The digital solutions market for construction is notably
fragmented, and SmartCraft has established itself as a
key consolidator. The company actively seeks acquisition
opportunities, targeting complementary technologies,
expansion into new regions, and diversified customer bases.
SmartCraft plans to continue its M&A strategy.
Serving over 14,100 customers, the Group sees many upselling
opportunities and will pursue these prospects in the short
to medium term. SmartCraft aims to integrate and create
synergies among its solutions where beneficial, adopting
a pragmatic stance to preserve their distinctive qualities
and functionalities. In 2025, the Group invested further in
the development of SmartCraft Spark and SmartCraft Flow,
merging new features and features from existing solutions
for electricians and plumbers into innovative offerings for the
trades.
Group financial statements
The consolidated financial statement for 2025 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, 2025. These financial statements also provide
disclosures as specified under the Norwegian Accounting
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2025 ANNUAL REPORT
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 2025 the Group has a revenue of TNOK 558 928 (TNOK 510
763 in 2024), a growth of 9 percent and an organic growth of 3
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. In 2025 the adjusted
EBITDA-R&D capex margin is 28 percent (28 percent in 2024),
still effected by dilution from less profitable acquired solutions,
and the strategic investments in development.
Total depreciation and amortization of tangible and intangible
assets in 2025 is TNOK 81 822 (TNOK 52 465 in 2024), where
TNOK 34 323 (TNOK 25 206 in 2024) is amortization of
intangible assets related to M&A. Operating profit is TNOK 108
445 (TNOK 132 064 in 2024).
Profit before tax is TNOK 97 927 in 2025 (TNOK 133 519 in
2024). The decrease in profit before tax is mainly due to the
increased amortizations of intangible assets and full year
effects of the cost levels for acquired companies in 2024, 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 144
239 in 2025 (TNOK 179 015 in 2024), a decrease of 19 percent.
The decrease in net cash provided from operational activities in
2025 is due to decreased profit and increased prepayment of
taxes. Additionally, net working capital in 2024 benefited from
the successful transition in the timing of annual prepayment
billing for a portion of customers purchasing yearly licenses.
Net cash outflows from investing activities were TNOK 51 478
in 2025 (TNOK 204 278 in 2024). This is primarily related to the
acquisition of shares in the LTIP from key personnel who has
left, together with capitalized development costs of a total of
TNOK 43 013 (TNOK 48 664 in 2024).
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 2025 were TNOK 62 413 (TNOK 40 865 in 2024). In
total the net cash outflows by financing activities were TNOK
77 944 in 2025 (TNOK 59 170 in 2024). 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, 2025,
the Group had cash and cash equivalents of TNOK 144 720
(TNOK 125 655 as of December 31st, 2024).
Shareholder’s equity was TNOK 970 615 as of December 31st,
2025 (TNOK 930 821 as of December 31st, 2024) with an equity
ratio of 74 percent (73 percent as of December 31st, 2024).
The retained equity increased due to the profit in 2025. During
2025 the Group has continued to acquire treasury shares in
SmartCraft ASA as part of buy-back programs managed by
DNB Carnegie. The difference between par value of the shares
and the purchase price gives a total reduction in retained
equity of TNOK 58 035 during 2025. 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 6 386 as of December 31st, 2025 (TNOK 9 486 as
of December 31st, 2024). The LTIP is structured as a geared
instrument with a corresponding risk for the participants. As
of December 31st, 2025, changes compared to last year are
due to changes in participants in the LTIP during 2025 as some
personnel has left the Group. When acquiring the LTIP shares
from participants that leave the difference between the non-
controlling interest and acquisition gives a total reduction in
retained equity of TNOK 3 364 during 2025.
SmartCraft ASA
financial statement
The financial statement for 2025 for SmartCraft ASA is
prepared in accordance with the Norwegian Generally
Accepted Accounting Principles. In the Board’s opinion,
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2025 ANNUAL REPORT
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 16 122 in 2025
(TNOK 13 983 in 2024), and operating profit of TNOK -22 767
in 2025 (TNOK -13 161 in 2024). As of December 31st, 2025, the
company has a total equity of TNOK 540 882 with an equity
ratio of 73 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. SmartCraft
integrates AI across its product suite to enhance customer
workflows, streamline administration, and accelerate product
development. While this strengthens our competitive position
and supports key priorities like reducing churn and improving
margins, there are operational risks to consider. The transition
from manual and spreadsheet-based processes to AI-driven
digital workflows may present challenges in user adoption,
especially among SMEs accustomed to traditional methods.
Maintaining compliance, data integrity, and data security is
also critical, given our systems handle regulated, mission-
critical information that is not publicly available. There are
also risks related to the integrity of data processed and
stored by our solutions, the reliability of integrations with
other systems, and the potential for software downtime that
could disrupt customer operations. Reliance on AI for quoting,
documentation, and compliance automation could lead to
errors or disruptions if systems are not robustly managed and
monitored. Furthermore, as SmartCraft’s ecosystem becomes
increasingly embedded in daily operations, any failure,
misalignment in AI-driven processes, loss of data integrity,
integration failures, or extended downtime could impact
customer profitability and satisfaction. Addressing these risks
requires ongoing investment in technology, user training,
and rigorous oversight to ensure the reliability, security, data
integrity, uptime, and regulatory compliance of our AI-enabled
solutions. The Group’s Chief Technology 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 solutions, 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 inflation and following interest 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 affect the industry, and the Group,
negatively. The construction industry has seen macroeconomic
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2025 ANNUAL REPORT
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, 2025,
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 270 employees as of December
31st, 2025. There has been no reported work-related injuries or
accidents in 2025. Absence due to sickness was 5.8%.
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 building 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, 2025, there are 3 men and 4 women in
management positions including the Group executive suite.
SmartCraft ASA
SmartCraft ASA has 3 employees as of December 31st,
2025. There has been no reported work-related injuries or
accidents in 2025. 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 2025.
The Group’s corporate social responsibilities are included in the
separate sustainability report.
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2025 ANNUAL REPORT
Sustainability
At SmartCraft, our approach to sustainability is connected to
our vision to make everyday life easier for craftsmen and the
construction industry. We believe that tomorrow’s challenges
can be met with smarter solutions that empower craftsmen
and the construction industry. By providing digital tools
that simplify everyday tasks for thousands of construction
companies, we contribute to building a safer, more sustainable,
and more productive industry. Together, we are shaping a
future where efficiency and care go hand in hand. To continue
delivering customer value, we focus on maintaining an
attractive workplace with engaged employees and sustainable
operations.
SmartCraft solutions and integrations, which meet companies’
operational and administrative needs, do not operate in a
climate-intensive industry. We have no production facilities;
therefore, we don’t release any direct emissions to the water
or contribute to any hazardous waste. However, like most
companies, we have some environmental impact. We work to
minimize emissions and resource use that negatively affect
the environment and climate, while maximizing the positive
effects of our products and services. 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.
SmartCraft has a material impact on social sustainability
through our employees and our suppliers. The employees
in the group are the main contributors to the operations,
and it is important to secure a positive, inclusive, and safe
work environment to attract talent and foster employee
development.
SmartCraft’s business model is centered around sustainable
practices. We offer advanced technological solutions to the
construction sectors, helping our customers in the Nordics and
the UK operate more effectively. Our role as system providers
includes responsibility to maintain ethical standards and to
limit any negative environmental and social impacts. In our
governance efforts, we are focused on upholding information
security, accountability and transparency aiming to support the
industry’s steady development.
For more information regarding SmartCraft’s efforts as well
as assessments of impacts, risks and opportunities see the
separate sustainability report available on smartcraft.com.
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 are 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” principles and deviations, if any, is explained
under the relevant topic in the report on Corporate Governance
for 2025 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. After the completion of the cross-boarder merger
SmartCraft ASA will be liquidated while all assets and liabilities
will be transferred to SmartCraft Group AB (publ). The merger
will not affect the going concern for the Group.
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2025 ANNUAL REPORT
Mette Kamsvåg
Chairperson of the Board
Per Norman
Board member
Isabella Alveberg
Board member
Carl Ivarson
Board member
Allan Engström
Board member
Ståle Risa
Board member
Eva Hemb
Board member
Jeremias Jansson
CEO
March 16th, 2026
Board of Directors and CEO, SmartCraft ASA
Subsequent events
Following the completion of the CEO transition, Jeremias
Jansson assumed the role as Chief Executive Officer on
January 5th, 2026, as previously announced. In connection with
the transition. Hanna Konyi has taken up the position as Deputy
CEO, ensuring continuity across the organization. In addition,
the Group announced the appointment of Tobias Lindquist as
new CFO on February 20th, 2026. Mr. Lindquist will assume the
role effective July 1st, 2026.
The Board has concluded its evaluation of a potential change
of listing venue, and SmartCraft will relist on Nasdaq Stockholm
in Q1 2026. The company held an extra ordinary general
meeting January 12th, 2026, where the decision to enable
the re-listing by a cross-border merger between SmartCraft
ASA and SmartCraft Group AB (publ) was approved with
SmartCraft Group AB (publ) as acquirer. When the merger
is completed, SmartCraft ASA’s assets and liabilities will be
transferred to SmartCraft Group AB (publ). The merger will
trigger taxable realization of assets and liabilities for SmartCraft
ASA, while the same values will be base for taxable entry
values for SmartCraft Group AB (publ). Tax positions related
to SmartCraft ASA as of December 31st, 2025, will be realized
during 2026 or as part of the merger.
The decision is driven by several factors:
• a significantly stronger fit with the Nordic SaaS peer group
• a broader and deeper investor base for software-driven
companies
• Sweden represents SmartCraft’s largest market, both in
revenues and customer footprint.
The re-listing is expected to strengthen SmartCraft’s long-term
positioning and improve visibility among investors who are
more familiar with our business model, product portfolio and
growth strategy.
The Group announced February 16th, 2026 a tender offer
to buy treasury shares after terminating the share buy-
back program announced August 27th, 2025. The offer was
launched to all shareholders with a total consideration of up to
TNOK 75 000. Following the application period ending February
20th, 2026, the Group resolved to by 4 166 666 shares at a total
consideration of TNOK 75 000.
No other material financial events have taken place after
December 31st, 2025. There has been no material change in
any of the current markets or solutions after December 31st,
2025.
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2025 ANNUAL REPORT
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” principles 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:
• 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.
• 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.
• Equal treatment. A fundamental objective for good
corporate governance is equal treatment and equal rights
for all of the Company’s shareholders.
• 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 970 615 on
December 31st, 2025, representing an equity ratio of 74
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.
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
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2025 ANNUAL REPORT
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, 2025, the Board
was granted the following authorizations:
• 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 2026, but not
longer than June 30th, 2026.
• 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. This authorization is in
addition to treasury shares purchased under previous
authorizations. The maximum purchase price is NOK
50 and minimum NOK 1. As of December 31st, 2025, the
authorization has been used to purchase 1 686 864 shares
for a total of TNOK 42 390. The authorization is valid until
the Company’s Annual General Meeting in 2026, but not
longer than June 30th, 2026.
At the Annual General Meeting on May 2nd, 2024, the Board
was granted the following authorization:
• 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.
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 181 transaction in treasury shares in 2025 which
was carried out by DNB 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.
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.
Deviation from the Code of Practice:
Sellers of the shares in Clixifix Ltd. entered into a lock-up
agreement for shares purchased as part of the settlement. The
lock-up period was valid until May 2nd, 2025.
14
2025 ANNUAL REPORT
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 2025
Annual General Meeting was held digitally on May 2nd, 2025,
with 73,07 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:
• provide information on the procedure for attending by
proxy;
• 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
• 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. Tim Smistadl (chair) and Ms. Helen Fasth Gilstedt
were elected at the General Meeting on May 2nd, 2025, 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 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.
15
2025 ANNUAL REPORT
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, 2025, the Board of Directors
consisted of seven members (see table below), of which three
were female. The directors can be elected by the General
Name Role Independent
Served
since
Term
expires
Meeting
participation
Gunnar Haglund Chairperson Yes 15.03.2017 02.05.2025 2 of 2
Mette Kamsvåg Chairperson, elected 02.05.2025 Yes 02.05.2024 AGM 2027 11 of 11
Bernt Ulstein Board member Yes 15.03.2017 02.05.2025 2 of 2
Carl Ivarsson Board member No 14.02.2017 AGM 2026 11 of 11
Allan Engström Board Member No 14.02.2017 AGM 2026 11 of 11
Isabella Alveberg Board Member Yes 28.04.2023 AGM 2026 10 of 11
Eva Hemb Board Member Yes 02.05.2024 AGM 2026 11 of 11
Per Norman Board Member Yes 02.05.2025 AGM 2027 9 of 9
Ståle Risa Board Member Yes 02.05.2025 AGM 2027 8 of 9
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.
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.
16
2025 ANNUAL REPORT
Per December 31st, 2025, the audit committee members were
Mrs. Eva Hemb (chair), Mr. Carl Ivarsson and Mr. Per Norman,
all considered independent of Group Management. The Audit
Committee held 6 meetings in 2025.
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, 2025, the remuneration committee
members were Mrs. Kamsvåg (chair), Mr. Allan Engström and
Mrs. Alveberg, all independent of the Group Management. For
2025, the Committee met 15 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 2025.
Remuneration of Executive
Management
The policy for remuneration of executive management of the
Group was last updated in April 2025 and presented at the
Annual General Meeting in 2025. 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.
17
2025 ANNUAL REPORT
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.
18
2025 ANNUAL REPORT
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, 2025.
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, 2025.
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, 2025. 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, 2025.
We confirm that, to the best of our knowledge:
• the financial statements for the period from January 1st
to December 31st, 2025, for the Group and the Company
have been prepared in accordance with applicable
accounting standards
• 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
• 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
Mette Kamsvåg
Chairperson of the Board
Per Norman
Board member
Isabella Alveberg
Board member
Carl Ivarson
Board member
Ståle Risa
Board member
Eva Hemb
Board member
March 16th, 2026
Board of Directors and CEO, SmartCraft ASA
Allan Engström
Board member
Jeremias Jansson
CEO
19
2025 ANNUAL REPORT
Consolidated
Financial
Statements
2025
19
ANNUAL REPORT
20
2025 ANNUAL REPORT
Amounts in NOK (thousands) Note 2025 2024
Revenue from customers 8 558 928 510 763
Total operating revenue 558 928 510 763
Purchase of goods and services 44 461 43 551
Payroll and related expences 10, 11 226 585 198 804
Other operating expenses 21 97 615 83 879
Depreciation and amortization 13, 23, 24 81 822 52 465
Total operating expenses 450 483 378 699
Operating profit (loss) before financial items and tax 108 445 132 064
Financial income 22 9 682 21 158
Financial expenses 22 (20 200 ) (19 703 )
Financial income (expense), net (10 518 ) 1 455
Profit (loss) before tax 97 927 133 519
Tax expense 20 14 462 27 560
Profit (loss) 83 465 105 959
Attributeable to:
Shareholders in SmartCraft ASA 26 83 465 105 959
Non-controlling interests - -
Other comprehensive income
Items that will be reclassified to profit or loss:
Currency translation differences, net of tax 20 850 16 957
Total 20 850 16 957
Total comprehensive income 104 315 122 916
Consolidated Statement of Comprehensive Income
Amounts in NOK (thousands) 31 Dec 2025 31 Dec 2024
Profit for the year 83 465 105 959
Profit for the year attribuable to non-controlling interests - -
Profit for the year attribuable to equity holders of SmartCraft ASA 83 465 105 959
Average numbers of common shares 165 984 829 167 907 976
Earning per share and diluted earnings per share NOK 0,50 0,63
21
2025 ANNUAL REPORT
Amounts in NOK (thousands) Note 31 Dec 2025 31 Dec 2024
Goodwill 6, 12 669 406 662 299
Intangible assets 13 354 700 376 806
Right to use assets 24 26 930 35 411
Tangible Assets 23 4 446 4 856
Total non-current assets 1 055 483 1 079 372
Other current assets 7, 8, 16 44 567 10 476
Accounts Receivable 7, 15 67 267 67 611
Cash and cash equivalents 7, 17 144 720 125 655
Total current assets 256 554 203 742
Total assets 1 312 036 1 283 114
Consolidated Statement of Financial Position
Assets
22
2025 ANNUAL REPORT
Amounts in NOK (thousands) Note 31 Dec 2025 31 Dec 2024
Share capital 25 1 715 1 715
Own shares (68 ) (45 )
Share premium 605 893 605 893
Retained earnings 302 261 280 193
Other components of equity 54 428 33 578
Non-controlling interests 25 6 386 9 486
Total equity 970 615 930 821
Non-current lease liabilities 17, 24 14 809 23 281
Deferred tax liabilities 20 52 403 62 672
Total non-current liabilities 67 212 85 953
Current portion of deferred revenue 8 164 442 149 839
Current portion of lease liabilities 17, 24 13 439 12 886
Accounts payable 7, 18 11 897 11 760
Taxes payable 7, 20 10 216 15 700
Other current liabilities 7, 19, 28 74 216 76 155
Total current liabilities 274 210 266 340
Total liabilties 341 421 352 293
Total equity and liabilities 1 312 036 1 283 114
Consolidated Statement of Financial Position
Equity and liabilities
23
2025 ANNUAL REPORT
Mette Kamsvåg
Chairperson of the Board
Per Norman
Board member
Isabella Alveberg
Board member
Carl Ivarson
Board member
Allan Engström
Board member
Ståle Risa
Board member
Eva Hemb
Board member
Jeremias Jansson
CEO
March 16th, 2026
Board of Directors and CEO, SmartCraft ASA
24
2025 ANNUAL REPORT
Amounts in NOK (thousands) Note 2025 2024
Operating activities
Profit before tax 97 927 133 519
Paid taxes 20 (56 673 ) (41 251 )
Net financial income 11 203 (1 989 )
Gains/losses sold assets 13, 23, 24 (4 ) 75
Depreciation and amortization 13, 23, 24 81 822 52 465
Interest recevied 22 2 804 4 781
Net cash provided from operating activities before net working capital changes 137 080 147 600
Working capital adjustments
Changes in accounts receivable 2 545 7 160
Changes in deferred revenue 7 923 24 441
Changes in accounts payable (403 ) 229
Changes in all other working capital items (2 907 ) (415 )
Net cash provided from operating activities 144 239 179 015
Investing activities
Investments in tangible and intangible assets 13, 23 (1 468 ) (3 558 )
Payments for acqusitions 6, 19 (6 997 ) (152 056 )
Payments for software development costs 13 (43 013 ) (48 664 )
Net cash used in investing activities (51 478 ) (204 278 )
Financing activities
Cash proceeds from capital increases 25 - 4 720
Downpayment on loan facilities 17 - (7 954 )
Interest payments 22 (2 843 ) (2 792 )
Repayments of lease liabilities 24 (12 689 ) (12 278 )
Payment of treasury shares 25, 26 (62 413 ) (40 865 )
Net cash provided by (used in) financing activities (77 944 ) (59 170 )
Net increase (decrease) in cash and cash equivalents 14 817 (84 432 )
Cash and cash equivalents at the beginning of period* 125 655 206 024
Foreign currency effects on cash and cash equivalents 4 248 4 063
Cash and cash equivalents at end of period* 17 144 720 125 655
Consolidated Cash Flow Statement
* Cash and cash equivalents include restricted funds. For further information see note 17.
25
2025 ANNUAL REPORT
Amounts in NOK (thousands)
Share capital
Treasury
shares
Share
premium
Retained
earnings
Currency
translation
reserve
Non-
controlling
interest
Total equity
Total equity 01.01.2024 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 - - - - - 4 855 4 855
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
Profit / (-) loss for the period - - - 83 465 - - 83 465
Other comprehensive income - - - - 20 850 - 20 850
Changes in non-controlling interests - - - (3 364 ) - (3 100 ) (6 464 )
Purchase of treasury shares - (24 ) - (62 389 ) - - (62 413 )
Other changes - 2 - 4 354 - - 4 356
Total equity 31.12.2025 1 715 (68 ) 605 893 302 261 54 428 6 386 970 615
Consolidated Statement of Changes in Equity
26
2025 ANNUAL REPORT
Notes
27
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28
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66
2025 ANNUAL REPORT
Financial
Statements
SmartCraft
ASA
2025
66
ANNUAL REPORT
67
2025 ANNUAL REPORT
Income statement
Operating income and operating expenses
Amounts in NOK (thousands) Note 2025 2024
Other revenue 2 16 112 13 983
Total income 16 112 13 983
Cost of sold goods 861 73
Employee benefits expense 3 19 811 17 022
Depreciation and amortisation expenses 4 59 58
Other expenses 3 18 148 9 991
Total expenses 38 878 27 144
Operating profit (22 767) (13 161)
Financial income and expenses
Income from subsidiaries 21 533 28 829
Interest income from group companies 7 666 12 405
Other interest income 5 2 527 4 550
Other financial income 5 3 580 10 660
Interest expense to group companies 7 663 12 359
Other interest expenses 5 11 6
Other financial expenses 5 4 864 7 148
Net financial items 22 768 36 930
Net profit before tax 1 23 770
Income tax expense 6 1 514
Net profit / loss 0 23 256
Distributed profit / loss
Other equity 0 23 256
Total distributed 0 23 256
68
2025 ANNUAL REPORT
Balance sheet
Assets
Amounts in NOK (thousands) Note 2025 2024
Non-current assets
Trademark and other intangible assets 306 353
Total intangible assets 4 306 353
Equipment and other movables 4 31 43
Total property, plant and equipment 4 31 43
Non-current financial assets
Investments in subsidiaries 8 531 333 524 337
Loan to group companies 4 413 -
Total non-current financial assets 535 746 524 337
Total non-current assets 536 083 524 732
Current assets
Debtors
Other short-term receivables 2 464 1 040
Receivables from group companies 9 78 722 63 658
Total receivables 81 186 64 698
Cash and cash equivalents 10 125 616 88 431
Total current assets 206 801 153 128
Total assets 742 884 677 860
69
2025 ANNUAL REPORT
Balance sheet
Equity and liabilities
Amounts in NOK (thousands) Note 2025 2024
Equity
Contributed equity
Share capital 11 1 715 1 715
Treasury stock 11, 12 (68) (45)
Share premium reserve 605 893 605 893
Total contributed equity 607 540 607 563
Retained earnings
Other equity (66 659) (8 681)
Total retained earnings (66 659) (8 681)
Total equity 7 540 882 598 882
Liabilities
Deferred tax 6 1 628 1 627
Total provisions 1 628 1 627
Current liabilities
Trade payables 2 361 2 914
Public duties payable 125 534
Liabilities to group companies 9 193 441 70 289
Other current liabilities 13 4 448 3 614
Total current liabilities 200 374 77 351
Total liabilities 202 003 78 978
Total equity and liabilities 742 884 677 860
70
2025 ANNUAL REPORT
Mette Kamsvåg
Chairperson of the Board
Per Norman
Board member
Isabella Alveberg
Board member
Carl Ivarson
Board member
Allan Engström
Board member
Ståle Risa
Board member
Eva Hemb
Board member
Jeremias Jansson
CEO
March 16th, 2026
Board of Directors and CEO, SmartCraft ASA
71
2025 ANNUAL REPORT
Indirect Cash Flow
Amounts in NOK (thousands) Note 2025 2024
Cash flows from operating activities
Profit/loss before tax 1 23 770
Paid taxes - 248
Gained sale of shares - (21 312)
Ordinary depreciation 59 58
Change in accounts payable (554) 2 590
Change in other accrual items (511) 157
Net cash flows from operating activities (1 005) 5 015
Cash flows from investment activities
Investments in tangible assets - (42)
Proceeds from sale of shares - 23 973
Investments in shares and participations in other companies (6 997) (18 879)
Net cash flows from investment activities (6 997) 5 053
Cash flows from financing activities
Group contributions 7 516 -
Change in intercompany debt (23 069) 64 448
Change in cashpool account 123 152 (123 836)
Payment of threasury shares 12 (62 413) (40 865)
Net cash flows from financing activities 45 187 (100 254)
Net change in cash and cash equivalents 37 185 (90 186)
Cash and cash equivalents at the start of the period 88 431 178 616
Cash and cash equivalents at the end of the period 10 125 616 88 431
72
2025 ANNUAL REPORT
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 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
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2025 ANNUAL REPORT
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.
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2025 ANNUAL REPORT
Note 1 Financial market risk
Smartcraft ASA have a limited activity other then 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 31,2025 SmartCraft ASA has financial assets/liablities of TEUR 4 552, TSEK - 105 970, TGBP -841 and TUSD -755. The
exposure of foreign currency is concidered moderate.
Amounts in NOK (thousands) 2025 2024
By business area
Management services 16 112 13 983
Total 16 112 13 983
Geographic breakdown
Norway 16 112 13 983
Sweden - -
Finland - -
UK - -
Total 16 122 13 983
Note 2 Sales income
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2025 ANNUAL REPORT
In 2025 the company employed 3.5 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.
Gustav Line stepped down as CEO as of July 1st, 2025. Hanna Konyi has served as Interim CEO from July 1st, 2025. As of January 5th,
2026, Jeremias Jansson has assumed the role as CEO, while Hanna Konyi has taken up the position as deputy CEO.
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 2025 amount to TNOK 1 396 ex. vat.where of TNOK 158 is related to audit related services.
Amounts in NOK (thousands) CEO Board
Salaries 4 813 0
Pension costs 434 0
Other remuneration 60 1 465
Total 5 307 1 465
Amounts in NOK (thousands) 2025 2024
Salaries 8 080 8 986
Employment tax 1 091 1 419
Pension costs 228 309
Other benefits 10 412 6 443
Total 19 811 17 156
Note 3 Salary costs and benefits, remuneration to the chief
executive, board and auditor
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2025 ANNUAL REPORT
Note 5 Items that are aggregated in the accounts
Financial income
Financial costs
Amounts in NOK (thousands) 2025 2024
Interest income CashPool 2 527 4 550
Agio 3 580 10 660
Total financial income 6 107 15 210
Amounts in NOK (thousands) 2025 2024
Interest and provisions for CashPool 9 0
Other interest expenses 2 6
Disagio 4 864 7 148
Total financial costs 4 875 7 154
Note 4 Non-current assets
Amounts in NOK (thousands)
Fixtures and
office equipment
Trademark and
other intangible
assets Total
Purchase cost as of 01.01.25 59 464 522
Acquisition cost 31.12.2025 59 464 522
Accumulated depreciations 31.12.25 28 159 186
Book value 31.12.2025 31 306 337
This year’s ordinary depreciation 12 47 59
Economic lifetime 5 years 10 years
Decreciation plan Linear Linear
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2025 ANNUAL REPORT
Note 6 Tax
Amounts in NOK (thousands) 2025 2024
Entered tax on ordinary profit/loss:
Payable tax - -
Changes in deferred tax 1 514
Tax expense on ordinary profit/loss 1 514
Taxable income:
Ordinary result before tax 1 23 770
Permanent differences (21 528) (28 948)
Changes in temporary differences (6) (2 338)
Received intra-group contribution 21 533 7 516
Taxable income - -
Payable tax in the balance:
Payable tax on this year's result (4 737) (1 654)
Payable tax on received Group contribution 4 737 1 654
Total payable tax in the balance - -
Calculation of effective tax rate
Profit before tax 1 23 770
Calculated tax on profit before tax 0 5 229
Tax effect of permanent differences 1 (4 715)
Total 1 514
Effective tax rate 114.9% 2.2%
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) 2025 2024 Difference
Tangible assets 30 13 (17)
Long-term receivables and liabilities in foreign currency 7 372 7 383 11
Total 7 402 7 396 (6)
Basis for deferred tax 7 402 7 396 (6)
Deferred tax (22%) 1 628 1 627 (1)
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2025 ANNUAL REPORT
Note 7 Equity
Note 8 Subsidiaries, associated companies etc.
Investments in subsidiaries are recognised according to the cost method in the company’s financial statements.
Share capital Own shares Share premium
Other equity
captial
Total equity
capital
Pr. 31.12.2024 1 715 (45) 605 893 (8 681) 598 882
Purchase of own shares - (23) - (57 977) (58 000)
Pr. 31.12.2025 1 715 (68) 605 893 (66 659) 540 882
Amounts in
NOK (thousands)
Office
Acquisition
registered
Ownership
interest
Book value
Share of
equity
Share of
result
Subsidiary
SmartCraft Software AS Hønefoss, NOR 2022 99.8% 485 783 576 514 516
SMCRT MGMT 1 AS Hønefoss, NOR 2022 89% 25 473 19 798 (36)
SMCRT MGMT 2 AS Hønefoss, NOR 2024 85% 19 545 18 814 (20)
SmartCraft Group AB (publ) Götemorg, SWE 2025 100% 533 500 -
Total 531 333
Amounts in NOK (thousands) 2025 2024 2025 2024
Companies in the same Group 4 201 4 690 78 933 58 968
Total 4 201 4 690 78 933 58 968
Amounts in NOK (thousands) 2025 2024 2025 2024
Companies in the same Group 178 757 193 441 70 289
Total 178 757 193 441 70 289
Note 9 Intercompany items between companies in the
same group etc.
Debt to suppliers
Customer receivables
Other liabilities
Other receivables
Other liabilities are balances related to the global cash pool.
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2025 ANNUAL REPORT
Note 10 Bank deposits
Funds standing on the tax deduction account (restricted funds) are TNOK 76.
SmartCraft ASA is the owner of the Cash Pool organized together with:
• SmartCraft Norway AS
• SmartCraft Software AS
• SmartCraft Tech AS
• SmartCraft Tech Sweden AB
• SmartCraft Sweden AB
• Bygglet AB
• EL-Info AB
• Coredination AB
• Locka Software AB
• SmartCraft Finland Oy
• SmartCraft Software UK Limited
Note 11 Shareholders
Share capital in SmartCraft ASA pr. December 31st 2025 consists of:
Tota l Nominal value Share capital
Common shares 171 522 305 0.01 1 715
Total 171 522 305 1 715
As part of the announced merger with SmartCraft Group AB (publ) the Global Cash Pool has been transferred to SmartCraft
Software AS in January 2026.
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2025 ANNUAL REPORT
Shareholders
The largest shareholders as of December 31st 2025 were:
Shareholders
Number of
common shares
Percent of
shareholding
Valedo Partners III AB 67 903 692 39.60%
Jefferies LLC 16 084 379 9.40%
B. Ulstein AS 10 621 975 6.20%
The Northern Trust Comp, London Branch 6 793 700 4.00%
SmartCraft ASA (treasury shares) 6 737 104 3.90%
Citibank N.A. 5 223 844 3.00%
State Street Bank and Trust Comp 6 040 520 3.50%
BNP Paribas 4 530 971 2.60%
Société Générale 3 209 880 1.90%
HSBC Bank Plc 3 049 982 1.80%
Svenska Handelsbanken AB 2 839 698 1.70%
Mustad Industrier AS 2 430 000 1.40%
CACEIS Bank 2 212 912 1.30%
J.P. Morgan SE 2 109 048 1.20%
Kvantia AS 2 107 500 1.20%
The Bank of New York Mellon 1 839 271 1.10%
Shares owned by Board members and leading personnel
Hanna Konyi , Interim CEO 600 277 0.3%
Katja Widlund, CMO 70 809 0.0%
Christian Saleki, CTO 18 149 0.0%
Mette Kamsvåg, Chairperson of the Board 16 500 0.0%
Per Norman, Board member 10 000 0.0%
Ståle Risa, Board member 8 000 0.0%
Isabella Alveberg, Board memeber 4 075 0.0%
Eva Hemb, Board member 1 000 0.0%
Total other 27 059 019 15.8%
Total 171 522 305 100.00%
81
2025 ANNUAL REPORT
Note 12 Treasury shares
During 2025 the company acquired 2 438 004 shares in the market for TNOK 62 475. The purchase of shares are in accordance of
the share buy-back program authorized by the Annual General Meeting held May 2nd 2025. The buy-back program was managed
by DNB Carnegie AS.
Note 13 Provisions for liabilities
Short-term provisions
Development in the company's own shares
Number of
shares
Par value per
share
Total amount
Amount of
share capital
Holding as at 1.1.2025 4 510 310 0.01 45 2.6%
Acquisition of own shares 2 438 004 0.01 24 1.4%
Disposal of own shares (177 353) 0 (2) (0.1%)
Holding as at 31.12.2025 6 770 961 0.01 68 3.9%
Accrued cost Total
Balance 01.01.2025 3 614 3 614
Provisions 4 448 4 448
Provisions utilised (3 614) (3 614)
Balance 31.12.2025 4 448 4 448
There are no contingent liabilites as of 31.12.2025.
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2025 ANNUAL REPORT
Alternative
Performance
Measures
(APMs)
2025
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ANNUAL REPORT
83
2025 ANNUAL REPORT
Alternative Performance Measures
(APMs)
The following terms are used by the Group in definitions of APMs:
EBITDA:
Is defined as operating income before depreciation of tangible
and intangible non-current assets.
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.
Adjusted EBITDA margin (%):
Is defined as Adjusted EBITDA divided by sales, expressed as a
percentage.
Adjusted EBITDA – CAPEX margin (%):
Is defined as Adjusted EBITDA – R&D CAPEX divided by sales,
expressed as a percentage.
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.
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.
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.
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.
Organic Growth:
Is defined as growth compared to previous period adjusted for
effects from acqusitions and changes in currency.
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2025 ANNUAL REPORT
Amounts in NOK (thousands) Note 2025 2024
Revenue from customers 8 558 928 510 763
Total operating revenue 558 928 510 763
Amounts in NOK (thousands) Note 2025 2024
EBITDA 190 267 184 529
Adjustment of special items 8 672 5 458
Adjusted EBITDA 198 939 189 987
EBITDA-margin 34.0 % 36.1 %
Adjusted EBITDA-margin 35.6 % 37.2 %
Amounts in NOK (thousands) Note 2025 2024
Adjusted EBITDA 198 939 189 987
Capitalized development expenses 43 013 48 664
Adjusted EBITDA - CAPEX margin 27.9 % 27.7 %
Amounts in NOK (thousands) 2025 2024
Annual Recurring Revenue (ARR) (EoP) TNOK 522 344 481 958
Recurring revenue 95.8 % 93.5 %
Average Revenue per Customer (ARPC) NOK 41 416 38 848
Churn rate (R12m) (EoP) 9.2 % 9.2 %
Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
To the General Meeting in SmartCraft ASA
INDEPENDENT AUDITOR'S REPORT
Report on the audit of the financial statements
Opinion
We have audited the financial statements of SmartCraft ASA (the Company), which comprise:
• The financial statements of the Company, which comprise balance sheet as at 31
December 2025 and income statement and indirect cash flow for the year then ended and notes
to the financial statements, including a summary of significant accounting policies, and
• The financial statements of the Group, which comprise statement of the financial position as at 31
December 2025, statement of comprehensive income, statement of changes in equity and cash
flow statement for the year then ended and notes to the financial statements, including material
accounting policy information.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2025, and its financial performance and cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2025, and its financial performance and cash flows for the year then
ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (the IESBA Code) as applicable to audits of financial
statements of public interest entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 3 years from the election by the general meeting of the
shareholders on 28
th
April 2023 for the accounting year 2023.
2
Independent auditor's report - SmartCraft ASA 2025
A member firm of Ernst & Young Global Limited
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2025. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Impairment assessment of goodwill
Basis for the key audit matter
Goodwill amounts to NOK 669 million in the
consolidated financial statements as at 31
December 2025. In total, this accounts for 51%
percent of total assets of the Group. The Group
performed impairment tests to determine the
recoverable amounts and recorded no
impairment in 2025. Goodwill impairment test
was based on value-in use using estimated
future cash flows. Due to the subjectivity involved
in forecasting and discounting of future cash
flows and the significance of the Group's
recognized goodwill as at 31 December 2025,
this was considered a key audit matter
Our audit response
We evaluated management's assessment of
impairment and management's estimates related
to sales forecasts. We further inquired and
evaluated management's assumptions regarding
the current market situation and expectations
about future sales. Furthermore, we evaluated
the valuation methodology and the discount rate
applied by using external market information. We
also tested the mathematical accuracy of the
value in use calculation. Our audit procedures
further included analysis and evaluation of
historical accuracy of prior year's forecasts. We
refer to the Group's disclosures in notes 4 and 12
of the consolidated financial statements.
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. The Board of Directors and Chief Executive Officer
(management) are responsible for the information in the Board of Directors’ report and the other
information presented with the financial statements. Our opinion on the financial statements does not
cover the information in the Board of Directors’ report and the other information presented with the
financial statements.
In connection with our audit of the financial statements, our responsibility is to read the information in the
Board of Directors’ report and for the other information presented with the financial statements. The
purpose is to consider if there is material inconsistency between the information in the Board of Directors’
report and the other information presented with the financial statements and the financial statements or
our knowledge obtained in the audit, or otherwise the information in the Board of Directors’ report and for
the other information presented with the financial statements otherwise appears to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report
and the other information presented with the financial statements.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate
Governance.
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Independent auditor's report - SmartCraft ASA 2025
A member firm of Ernst & Young Global Limited
Responsibilities of management for the financial statements
Management is responsible for the preparation of financial statements of the Company that give a true
and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the
Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the
EU. Management is responsible for such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
4
Independent auditor's report - SmartCraft ASA 2025
A member firm of Ernst & Young Global Limited
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of SmartCraft ASA we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name smartcraftasa-2025-12-31-1-en, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815
on the European Single Electronic Format (the ESEF Regulation) and regulation pursuant to Section 5-5
of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary.
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in accordance with
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial
information”. The standard requires us to plan and perform procedures to obtain reasonable assurance
about whether the financial statements included in the annual report have been prepared in accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
tagging of the consolidated financial statements and assess management’s use of judgement. Our
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Independent auditor's report - SmartCraft ASA 2025
A member firm of Ernst & Young Global Limited
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in
human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Oslo, 16 March 2026
ERNST & YOUNG AS
Thomas Embretsen
State Authorised Public Accountant (Norway)
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2025 ANNUAL REPORT