Note 1.2\tBasis of preparation
The consolidated financial statements of HydrogenPro ASA and its subsidiaries (collectively \u201cthe Group\u201d, or \u201cHydrogenPro\u201d) comprise consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and related notes.
The consolidated financial statements of the Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, as adopted by the EU and the additional requirements of the Norwegian Accounting Act as of 31 December 2025.
The consolidated financial statements have been prepared on a historical cost basis and in accordance with the going concern assumption.
The consolidated financial statements are presented in Norwegian kroner (\u201cNOK\u201d). For each entity, the Group
determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. HydrogenPro ASA has Norwegian krone (\u201cNOK\u201d) as its functional currency.
For presentation purposes, balance sheet items are translated from functional currency to presentation currency by using exchange rates at the reporting date.
Items within total comprehensive income are translated from functional currency to presentation currency by applying monthly average exchange rates. The resulting translation differences are recognized in other comprehensive income.
All values are rounded to the nearest thousand, unless stated otherwise. Due to rounding differences, some numbers or percentages may not sum precisely to the total.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__14": { "value": "Note 1.2\tBasis of preparation
The consolidated financial statements of HydrogenPro ASA and its subsidiaries (collectively \u201cthe Group\u201d, or \u201cHydrogenPro\u201d) comprise consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and related notes.
The consolidated financial statements of the Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, as adopted by the EU and the additional requirements of the Norwegian Accounting Act as of 31 December 2025.
The consolidated financial statements have been prepared on a historical cost basis and in accordance with the going concern assumption.
The consolidated financial statements are presented in Norwegian kroner (\u201cNOK\u201d). For each entity, the Group
determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. HydrogenPro ASA has Norwegian krone (\u201cNOK\u201d) as its functional currency.
For presentation purposes, balance sheet items are translated from functional currency to presentation currency by using exchange rates at the reporting date.
Items within total comprehensive income are translated from functional currency to presentation currency by applying monthly average exchange rates. The resulting translation differences are recognized in other comprehensive income.
All values are rounded to the nearest thousand, unless stated otherwise. Due to rounding differences, some numbers or percentages may not sum precisely to the total.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__15": { "value": "The consolidated financial statements of the Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, as adopted by the EU and the additional requirements of the Norwegian Accounting Act as of 31 December 2025.", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__16": { "value": "The consolidated financial statements are presented in Norwegian kroner (\u201cNOK\u201d). For each entity, the Group
determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. HydrogenPro ASA has Norwegian krone (\u201cNOK\u201d) as its functional currency.
For presentation purposes, balance sheet items are translated from functional currency to presentation currency by using exchange rates at the reporting date.
Items within total comprehensive income are translated from functional currency to presentation currency by applying monthly average exchange rates. The resulting translation differences are recognized in other comprehensive income.
All values are rounded to the nearest thousand, unless stated otherwise. Due to rounding differences, some numbers or percentages may not sum precisely to the total.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__17": { "value": "Note 1.3\tSignificant accounting judgements, estimates and assumptions
The preparation of the consolidated financial statements in accordance with IFRS, and the application of the chosen accounting policies, require management to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and associated assumptions are based on historical experience and other factors deemed reasonable under the circumstances. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. The accounting policies applied by management, which involve significant estimates, assumptions, or judgments that may have a substantial impact on the amounts recognized in the financial statements, are summarized below:
Revenue recognition from contracts with customers (Note 2.2)
Estimating fair value for share-based payment transactions (Note 2.4)
Value-in-use calculation related to impairment testing of goodwill (Note 3.1)
A detailed description of these significant estimates and assumptions is included in the individual notes referenced above.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__18": { "value": "Note 1.4\tGeneral accounting policies
HydrogenPro has adopted a presentation format where accounting policies, estimates, assumptions, and key judgments are disclosed within the relevant accounting policy note. If not included there, they are provided in the specific notes related to the respective policies.
A comprehensive summary of the Group\u2019s general accounting policies, not covered in the specific notes, is presented below:
Consolidation
Subsidiaries are all entities over which the Group has control. Control of an entity exists when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date that control ceases. All intra-group assets, liabilities, equity, income, expenses, and cash flows arising from transactions between Group entities are fully eliminated upon consolidation. Where necessary, adjustments are made to subsidiary financial statements to align their accounting policies with those of the Group.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities and other components of equity while any transaction gain or loss is recognised in statement of comprehensive income.
Non-Controlling Interest
Non-controlling Interest arises when less than 100% of the interest in an entity is acquired. Non-controlling interest is recognized and measured at the proportional share of net identifiable assets.
Transactions and Balances in Foreign Currency
Foreign currency transactions are translated into the Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in profit or loss.
Notes to the Consolidated Financial Statements
Leases
The group recognises right-of-use assets and lease liabilities for all lease contracts, except leases that are considered short-term (lease term of 12 months or less), or for which underlying assets are of low value when new.
Right-of-Use Assets
The group recognises right-of-use assets at the lease commencement date. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liabilities, adjusted for any lease payments made at or before the commencement date, and adjusted for initial direct costs and lease incentives received. The right-of-use assets are subsequently depreciated using the straight-line method over the shorter of the lease term or the useful life of the underlying asset. In addition, the right-of-use assets are reduced by any impairment charges and adjusted for certain remeasurements of the lease liabilities.
Lease Liabilities
The group recognises a lease liability at the lease commencement date. The lease liabilities are measured at the present value of future lease payments at the commencement date, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the group\u2019s incremental borrowing rate.
HydrogenPro utilises the incremental borrowing rate as the discount rate for virtually all lease agreements. Lease payments included in the measurement of the lease liabilities comprise the following:
Fixed lease payments, less any lease incentives received.
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made, and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due to changes in an index or rate.
The group presents its lease liabilities as separate line items in the consolidated statement of financial position.
The group does not act as a lessor. See Note 3.3for more information.
Share-based Payments
Share-based compensation benefits are provided to employees via the share option plan. Information relating to the options scheme is set out in Note 2.4.
The employee option plan is regarded as equity-settled share-based payments. The fair value of options granted under the share option plan is recognised as an employee benefits expense or other operating cost (if it is given to
external consultants), with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest, based on the non-market vesting and service conditions. It recognises the impact of the revision to the original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
For further information, refer to Note 2.4(Personnel Expenses).
Employer\u2019s Social Security Contribution
Employer\u2019s social security contribution in Norway is calculated based on the intrinsic value at the reporting date. The provision fluctuates with factors such as the number of active options, the timing of their exercise, and the share price. For further details regarding the share option program, refer to Note 2.4.
Income Tax
The tax expense in the consolidated statement of comprehensive income consists of the tax payable and changes to deferred tax. Deferred tax assets and liabilities are calculated on all differences between the book value and tax value of assets and liabilities, with the exception of:
Temporary differences linked to goodwill that are not tax deductible.
Temporary differences related to investments in subsidiaries, associates, or joint ventures, where the Group controls when the temporary differences are to be reversed, and this is not expected to take place in the foreseeable future.
Deferred tax assets are recognised when it is probable that the company will have sufficient profit in the future to utilise the deferred tax asset. The company recognises previously unrecognised deferred tax assets to the extent that it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that it no longer regards it as probable that it can utilise the deferred tax asset.
Deferred tax and deferred tax assets are measured based on the expected future tax rates applicable to the companies in the Group where temporary differences have arisen. Deferred tax and deferred tax assets are recognised at their nominal value and classified as non-current assets and/or current liabilities in the consolidated statement of financial position.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
Deferred tax liabilities and assets are offset if:
The entity has a legally enforceable right to set off current tax liabilities and assets; and
The deferred tax liabilities and assets relate to income taxes levied by the same authority on either the same taxable entity or on different taxable entities, but these entities intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realised simultaneously.
See Note 2.8for tax.
Property, Plant, and Equipment
Property, plant, and equipment are measured at cost less accumulated depreciation and any impairment losses. Depreciation is calculated on a straight-line basis over the expected useful lives of the assets, which are estimated to be between 5 to 10 percent for plant and machinery and Moveable assets. If there are indications of impairment, an impairment test is conducted to determine the recoverable amount. When an asset is sold or disposed of, any difference between the sale proceeds and the carrying amount is recognized as a gain or loss in the income statement
The depreciation period and method are assessed each year.
Assets Under Construction
Assets under construction are classified as non-current assets and recognised at cost until the production or development process is completed. Assets under construction are not depreciated until the asset is brought into use.
Intangible Assets
Goodwill
Goodwill acquired through business combinations is included in intangible assets. Goodwill is recorded at cost less accumulated impairment losses and is subject to annual impairment testing, or more frequently if events or changes in circumstances indicate that it might be impaired.
Research and Development
Research costs related to internal projects are recognised in profit or loss as incurred. Development costs are capitalised only if the expenditure attributable to the intangible asset can be measured reliably and there is an intention and ability to complete and make the intangible asset commercially available for sale or for own use, which will generate probable future economic benefits.
If the conditions for capitalisation are not met, the costs are recognised in profit or loss as incurred. Subsequent to initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.
Patents, Licenses, and Technology
Patents, licenses, and technology acquired are measured at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation Methods
Refer to Note 3.1 for details about amortisation methods.
Government Grants
Government grants are recognised when it is reasonably certain that the group will meet the conditions stipulated for the grants and that the grants will be received.
Government grants related to the construction of an asset are recognised as a reduction of the acquisition cost.
Grants related to R&D projects that are expended are recognised as a reduction of cost.
Financial Instruments
The Group\u2019s financial instruments include a range of assets and liabilities that arise from its operational and investment activities. Financial assets primarily consist of other non-current receivables, trade receivables, cash, and bank deposits, while financial liabilities include non-current lease liabilities, trade and other payables, and current lease liabilities.
Financial investments classified at amortized cost is entirely related to the convertible loan to DG Fuel (See Note 3.4). These financial instruments are recognized in the statement of financial position when the Group enters into the contractual terms of the instrument.
Financial assets are initially recognized at fair value and subsequently measured based on their classification, with trade receivables subject to an expected credit loss assessment. Financial liabilities are recorded at amortized cost unless designated otherwise.
Further details on the carrying amounts, valuation methods, and key risk exposures, including credit, liquidity, and market risks, are provided in Note 6.1(Financial Instruments).
Measurement of Financial Instruments
Financial instruments are measured either at amortized cost or at fair value through profit or loss, depending on the Group\u2019s business model and the characteristics of the financial asset.
Financial investments are classified at amortized cost when the Group\u2019s objective is to hold the assets to collect contractual cash flows, provided these cash flows consist solely of principal and interest. If these criteria are not met, the investments are measured at fair value through profit or loss.
For financial investments measured at fair value through profit or loss, valuation follows the fair value hierarchy:
Level 1:Valuation based on quoted market prices in active markets for identical financial instruments.
Level 2: Valuation derived from observable inputs, such as comparable asset prices or market interest rates, when quoted prices are not available.
Level 3: Valuation based on unobservable inputs, including internal models or assumptions when market data is limited or unavailable.
The classification of the Group\u2019s financial investments within this hierarchy is detailed in Note 3.4.
Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method, ensuring a systematic allocation of transaction costs and interest expenses over the liability\u2019s term.
Cash and Bank Deposits
Cash includes cash on hand and at the bank. Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.
Equity
Financial instruments are classified as liabilities or equity in accordance with the underlying economic realities. Interest, dividends, gains, and losses relating to a financial instrument classified as a liability will be presented as an expense or income. Amounts distributed to holders of financial instruments classified as equity will be recorded directly in equity.
Cost of Equity Transactions
Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses.
Translation Differences
Translation differences arise in connection with exchange rate differences of consolidated foreign entities. Exchange rate differences in monetary amounts (liabilities or receivables) that are, in effect, part of a company\u2019s net investment in a foreign entity are also included as translation differences.
Provisions
The Group recognises a provision when it has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount can be reliably estimated. If some or all of a provision is expected to be reimbursed, such as under an insurance contract or due to recourse from a supplier, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. When the
effect of the time value of money is material, provisions are measured at the present value of the expected future cash outflows, discounted using a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount due to the passage of time is recognised in the statement of profit or loss as an interest expense.
Onerous Contracts
An onerous contract is defined as a contract where the unavoidable costs of meeting the contractual obligations (i.e., the lower of the cost of fulfilling the contract or the costs arising from failing to fulfil it) exceed the economic benefits expected to be received. For contracts identified as onerous, the present obligation under the contract is recognised as a provision and measured accordingly.
Going Concern
The consolidated financial statements are prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS). Management has assessed the Group\u2019s liquidity, expected cash flows, and relevant market conditions for at least twelve months from the date of approval of these financial statements.
Further details on the going concern assessment and related uncertainties are provided in Note\u00a08.1Going Concern.
Consolidation
Subsidiaries are all entities over which the Group has control. Control of an entity exists when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date that control ceases. All intra-group assets, liabilities, equity, income, expenses, and cash flows arising from transactions between Group entities are fully eliminated upon consolidation. Where necessary, adjustments are made to subsidiary financial statements to align their accounting policies with those of the Group.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities and other components of equity while any transaction gain or loss is recognised in statement of comprehensive income.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__20": { "value": "Transactions and Balances in Foreign Currency
Foreign currency transactions are translated into the Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in profit or loss.
Notes to the Consolidated Financial Statements
Leases
The group recognises right-of-use assets and lease liabilities for all lease contracts, except leases that are considered short-term (lease term of 12 months or less), or for which underlying assets are of low value when new.
Right-of-Use Assets
The group recognises right-of-use assets at the lease commencement date. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liabilities, adjusted for any lease payments made at or before the commencement date, and adjusted for initial direct costs and lease incentives received. The right-of-use assets are subsequently depreciated using the straight-line method over the shorter of the lease term or the useful life of the underlying asset. In addition, the right-of-use assets are reduced by any impairment charges and adjusted for certain remeasurements of the lease liabilities.
Lease Liabilities
The group recognises a lease liability at the lease commencement date. The lease liabilities are measured at the present value of future lease payments at the commencement date, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the group\u2019s incremental borrowing rate.
HydrogenPro utilises the incremental borrowing rate as the discount rate for virtually all lease agreements. Lease payments included in the measurement of the lease liabilities comprise the following:
Fixed lease payments, less any lease incentives received.
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made, and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due to changes in an index or rate.
The group presents its lease liabilities as separate line items in the consolidated statement of financial position.
The group does not act as a lessor. See Note 3.3for more information.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__22": { "value": "Share-based Payments
Share-based compensation benefits are provided to employees via the share option plan. Information relating to the options scheme is set out in Note 2.4.
The employee option plan is regarded as equity-settled share-based payments. The fair value of options granted under the share option plan is recognised as an employee benefits expense or other operating cost (if it is given to
external consultants), with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest, based on the non-market vesting and service conditions. It recognises the impact of the revision to the original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
For further information, refer to Note 2.4(Personnel Expenses).
Employer\u2019s Social Security Contribution
Employer\u2019s social security contribution in Norway is calculated based on the intrinsic value at the reporting date. The provision fluctuates with factors such as the number of active options, the timing of their exercise, and the share price. For further details regarding the share option program, refer to Note 2.4.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__23": { "value": "Income Tax
The tax expense in the consolidated statement of comprehensive income consists of the tax payable and changes to deferred tax. Deferred tax assets and liabilities are calculated on all differences between the book value and tax value of assets and liabilities, with the exception of:
Temporary differences linked to goodwill that are not tax deductible.
Temporary differences related to investments in subsidiaries, associates, or joint ventures, where the Group controls when the temporary differences are to be reversed, and this is not expected to take place in the foreseeable future.
Deferred tax assets are recognised when it is probable that the company will have sufficient profit in the future to utilise the deferred tax asset. The company recognises previously unrecognised deferred tax assets to the extent that it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that it no longer regards it as probable that it can utilise the deferred tax asset.
Deferred tax and deferred tax assets are measured based on the expected future tax rates applicable to the companies in the Group where temporary differences have arisen. Deferred tax and deferred tax assets are recognised at their nominal value and classified as non-current assets and/or current liabilities in the consolidated statement of financial position.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
Deferred tax liabilities and assets are offset if:
The entity has a legally enforceable right to set off current tax liabilities and assets; and
The deferred tax liabilities and assets relate to income taxes levied by the same authority on either the same taxable entity or on different taxable entities, but these entities intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realised simultaneously.
See Note 2.8for tax.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__24": { "value": "Property, Plant, and Equipment
Property, plant, and equipment are measured at cost less accumulated depreciation and any impairment losses. Depreciation is calculated on a straight-line basis over the expected useful lives of the assets, which are estimated to be between 5 to 10 percent for plant and machinery and Moveable assets. If there are indications of impairment, an impairment test is conducted to determine the recoverable amount. When an asset is sold or disposed of, any difference between the sale proceeds and the carrying amount is recognized as a gain or loss in the income statement
The depreciation period and method are assessed each year.
Assets Under Construction
Assets under construction are classified as non-current assets and recognised at cost until the production or development process is completed. Assets under construction are not depreciated until the asset is brought into use.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__25-1": { "value": "Intangible AssetsGoodwill
Goodwill acquired through business combinations is included in intangible assets. Goodwill is recorded at cost less accumulated impairment losses and is subject to annual impairment testing, or more frequently if events or changes in circumstances indicate that it might be impaired.
Research and Development
Research costs related to internal projects are recognised in profit or loss as incurred. Development costs are capitalised only if the expenditure attributable to the intangible asset can be measured reliably and there is an intention and ability to complete and make the intangible asset commercially available for sale or for own use, which will generate probable future economic benefits.
If the conditions for capitalisation are not met, the costs are recognised in profit or loss as incurred. Subsequent to initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.
Patents, Licenses, and Technology
Patents, licenses, and technology acquired are measured at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation Methods
Refer to Note 3.1 for details about amortisation methods.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__26": { "value": "Goodwill
Goodwill acquired through business combinations is included in intangible assets. Goodwill is recorded at cost less accumulated impairment losses and is subject to annual impairment testing, or more frequently if events or changes in circumstances indicate that it might be impaired.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__28": { "value": "Research and Development
Research costs related to internal projects are recognised in profit or loss as incurred. Development costs are capitalised only if the expenditure attributable to the intangible asset can be measured reliably and there is an intention and ability to complete and make the intangible asset commercially available for sale or for own use, which will generate probable future economic benefits.
If the conditions for capitalisation are not met, the costs are recognised in profit or loss as incurred. Subsequent to initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__31": { "value": "Government Grants
Government grants are recognised when it is reasonably certain that the group will meet the conditions stipulated for the grants and that the grants will be received.
Government grants related to the construction of an asset are recognised as a reduction of the acquisition cost.
Grants related to R&D projects that are expended are recognised as a reduction of cost.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__32-1": { "value": "Financial Instruments
The Group\u2019s financial instruments include a range of assets and liabilities that arise from its operational and investment activities. Financial assets primarily consist of other non-current receivables, trade receivables, cash, and bank deposits, while financial liabilities include non-current lease liabilities, trade and other payables, and current lease liabilities.
Financial investments classified at amortized cost is entirely related to the convertible loan to DG Fuel (See Note 3.4). These financial instruments are recognized in the statement of financial position when the Group enters into the contractual terms of the instrument.
Financial assets are initially recognized at fair value and subsequently measured based on their classification, with trade receivables subject to an expected credit loss assessment. Financial liabilities are recorded at amortized cost unless designated otherwise.
Further details on the carrying amounts, valuation methods, and key risk exposures, including credit, liquidity, and market risks, are provided in Note 6.1(Financial Instruments).
Measurement of Financial Instruments
Financial instruments are measured either at amortized cost or at fair value through profit or loss, depending on the Group\u2019s business model and the characteristics of the financial asset.
Financial investments are classified at amortized cost when the Group\u2019s objective is to hold the assets to collect contractual cash flows, provided these cash flows consist solely of principal and interest. If these criteria are not met, the investments are measured at fair value through profit or loss.
For financial investments measured at fair value through profit or loss, valuation follows the fair value hierarchy:
Level 1:Valuation based on quoted market prices in active markets for identical financial instruments.
Level 2: Valuation derived from observable inputs, such as comparable asset prices or market interest rates, when quoted prices are not available.
Level 3: Valuation based on unobservable inputs, including internal models or assumptions when market data is limited or unavailable.
The classification of the Group\u2019s financial investments within this hierarchy is detailed in Note 3.4.
Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method, ensuring a systematic allocation of transaction costs and interest expenses over the liability\u2019s term.
Equity
Financial instruments are classified as liabilities or equity in accordance with the underlying economic realities. Interest, dividends, gains, and losses relating to a financial instrument classified as a liability will be presented as an expense or income. Amounts distributed to holders of financial instruments classified as equity will be recorded directly in equity.
Cost of Equity Transactions
Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses.
Translation Differences
Translation differences arise in connection with exchange rate differences of consolidated foreign entities. Exchange rate differences in monetary amounts (liabilities or receivables) that are, in effect, part of a company\u2019s net investment in a foreign entity are also included as translation differences.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__33": { "value": "Measurement of Financial Instruments
Financial instruments are measured either at amortized cost or at fair value through profit or loss, depending on the Group\u2019s business model and the characteristics of the financial asset.
Financial investments are classified at amortized cost when the Group\u2019s objective is to hold the assets to collect contractual cash flows, provided these cash flows consist solely of principal and interest. If these criteria are not met, the investments are measured at fair value through profit or loss.
For financial investments measured at fair value through profit or loss, valuation follows the fair value hierarchy:
Level 1:Valuation based on quoted market prices in active markets for identical financial instruments.
Level 2: Valuation derived from observable inputs, such as comparable asset prices or market interest rates, when quoted prices are not available.
Level 3: Valuation based on unobservable inputs, including internal models or assumptions when market data is limited or unavailable.
The classification of the Group\u2019s financial investments within this hierarchy is detailed in Note 3.4.
Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method, ensuring a systematic allocation of transaction costs and interest expenses over the liability\u2019s term.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__35": { "value": "Cash and Bank Deposits
Cash includes cash on hand and at the bank. Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRestrictedCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__37": { "value": "Provisions
The Group recognises a provision when it has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount can be reliably estimated. If some or all of a provision is expected to be reimbursed, such as under an insurance contract or due to recourse from a supplier, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. When the
effect of the time value of money is material, provisions are measured at the present value of the expected future cash outflows, discounted using a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount due to the passage of time is recognised in the statement of profit or loss as an interest expense.
Onerous Contracts
An onerous contract is defined as a contract where the unavoidable costs of meeting the contractual obligations (i.e., the lower of the cost of fulfilling the contract or the costs arising from failing to fulfil it) exceed the economic benefits expected to be received. For contracts identified as onerous, the present obligation under the contract is recognised as a provision and measured accordingly.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__38-1": { "value": "Going Concern
The consolidated financial statements are prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS). Management has assessed the Group\u2019s liquidity, expected cash flows, and relevant market conditions for at least twelve months from the date of approval of these financial statements.
Further details on the going concern assessment and related uncertainties are provided in Note\u00a08.1Going Concern.
Note 8.1\tGoing Concern
Management has assessed the Group\u2019s ability to continue as a going concern, based on financial and operational information available through March\u00a02026. The updated five-quarter rolling forecast indicates sufficient liquidity beyond the forecast period, assuming timely execution of planned operational and financial measures. The Group\u2019s commercial position has been strengthened through EPC/system-integrator partnerships and a targeted pipeline with high-probability 2026 FID opportunities.
Based on this assessment, Management concludes that the Group has adequate resources to continue operations for at least 12 months from the reporting date, and the financial statements are therefore prepared on a going concern basis.
However, the Group remains exposed to uncertainties related to market conditions, customer investment decisions, and the timing of contract awards. These factors could affect future cash flows and create material uncertainties that may cast significant doubt on the Group\u2019s ability to continue as a going concern. Management\u2019s assessment reflects the best information available at the date of approval of these financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__39": { "value": "Note 2.1\tOperational segments
Operating segments are identified based on the internal reports regularly reviewed by the Chief Operating Officer (CEO) to allocate resources and assess segment performance.
For the HydrogenPro Group, the business is considered a single operating segment. This treatment is consistent with the internal reporting provided to the CEO and reflects the Group\u2019s integrated approach to managing its operations.
Intangible assets, property plant and equipment and and right of use assets by geography \u2013 2025
NOK \u2019000 | Intangible assets | Property, pland and equipment | Right of use assets |
Norway | 2 348 | 14 488 | 4 242 |
Europe | 23 028 | 73 562 | 4360 |
Asia Pacific | 22 246 | 27 995 | 7 020 |
Carrying amount at 31.12.2025 | 47 622 | 116 045 | 15 622 |
Intangible assets, property plant and equipment and and right of use assets by geography \u2013 2024
NOK \u2019000 | Intangible assets | Property, pland and equipment | Right of use assets |
Norway | 4 697 | 11 132 | 5 986 |
Europe | 27 564 | 39 486 | 1114 |
Asia Pacific | 24 034 | 38 193 | 10 183 |
Carrying amount at 31.12.2024 | 56 295 | 88 811 | 17 283 |
Note 2.2\tRevenue from contracts with customers
Revenue Recognition
The revenue of HydrogenPro arises from the sale of hydrogen electrolyser systems and related engineering services, including installation, commissioning, and long-term service agreements. HydrogenPro also earns revenue from licensing its intellectual property, which includes both license fees and royalty income.
The group\u2019s revenues result from the sale of goods or services and reflect the consideration to which the group is, and expects to be, entitled. IFRS 15 requires the group to assess revenue recognition based on a five-step model. For its customer contracts, the group identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) the performance obligations are satisfied.
Revenue recognition is determined on a contract-by-contract basis by evaluating the terms and performance obligations specified in each contract. Based on the specific contract and its obligations, revenue under IFRS 15 is either recognized at a point in time or over time.
Revenue is recognized over time using the method that best depicts the pattern of the transfer of control. The method applied is the cost-to-cost input method to determine the percentage of completion. This method includes adjustments for time and goods delivered to the customer. Contract costs are expensed as incurred.
The Group applied the following judgments, which significantly affect the determination of the timing of revenue recognition and the amounts of revenue in contracts with customers:
Performance Obligations
Under IFRS 15 Revenue from Contracts with Customers, HydrogenPro ASA identifies the following distinct performance obligations in its contracts with customers:
Sale of Hydrogen Electrolyser Systems:HydrogenPro commits to delivering high-pressure alkaline electrolysers for large-scale hydrogen production. Control of the electrolysers transfers to the customer upon delivery or as specified in the contract (e.g., FOB shipping point or upon site acceptance). Revenue is recognized at a point in time when the customer obtains control.
Front-End Engineering Design (FEED) Services:HydrogenPro provides FEED services, assisting customers with project planning, system design, and feasibility assessments. These services are typically classified as distinct performance obligations under IFRS 15.
When FEED services are delivered as part of a structured project, revenue is recognized over time using the cost-to-cost input method, reflecting project progress. For contracts where FEED services are billed on an hour-by-hour basis, revenue is recognized at a point in time, based on actual hours delivered. Each FEED contract is assessed to determine the appropriate revenue recognition method, ensuring compliance with IFRS 15 and reflecting the transfer of value to the customer.
Engineering, Procurement, and Construction (EPC) Services:HydrogenPro provides engineering, installation, and commissioning services as part of turnkey projects. These services are combined with the sale of electrolysers as a bundled contract. Revenue is recognized over time using the percentage-of-completion method if the services create or enhance an asset the customer controls. Percentage of completion is calculated using the cost-to-cost input method. This method includes adjustments for time and goods delivered to the customer. Contract costs are expensed as incurred.
License and Royalty Revenue
HydrogenPro provides customers with licenses to its intellectual property. License revenue is recognized at the point in time when control of the intellectual property transfers to the customer, which typically occurs upon delivery of the licensed IP. HydrogenPro also earns royalties based on the customer\u2019s subsequent sales or usage of the licensed IP. Royalty revenue is recognized in accordance with the sales- or usage-based royalty guidance in IFRS 15 and is recorded when the customer\u2019s production or usage occurs and the related amounts become reportable.
Long-Term Service Agreement Contracts
HydrogenPro offers long-term maintenance, operational support, and spare parts supply for installed electrolysers. Revenue is recognized over time as services are performed, typically on a straight-line basis or based on usage metrics.
Variable Consideration
Some contracts with customers include performance-based incentives, such as efficiency guarantees, as well as penalties, such as liquidated damages (LDs) for delays or underperformance. These elements create variable consideration, which must be estimated to ensure accurate revenue recognition. HydrogenPro ASA estimates variable consideration using the most likely amount method. This estimation is subject to a constraint to ensure that revenue is only recognized to the extent that it is highly probable that no significant reversal will occur when uncertainties are resolved.
Performance-Based Incentives: If a contract includes incentives for meeting specific performance targets (e.g., efficiency, uptime, or production capacity), the expected revenue is adjusted based on the likelihood of achieving these targets.
Liquidated Damages (LDs)
LDs are pre-defined penalties imposed for breaches of contract, most commonly related to delays in project completion. In contracts with customers, LDs typically arise when project milestones or deadlines are not met. In contracts that include liquidated damages (LDs), the fixed transaction price is initially determined by the maximum possible LD amount. Any amounts exceeding this fixed price represent variable consideration. Variable consideration from LDs can only be included in the transaction price if it is highly probable that the amount will not result in a significant revenue reversal once the uncertainty is resolved. The assessment of variable consideration is judgmental and based on factors such as historical data, contractual obligations, client relationships, and the status of ongoing negotiations.
Timing of revenue recognition
NOK \u2019000 | 2025 | 2024 |
Revenue recognised over time | 16 354 | -744 |
Revenue recognised at point in time | 70 296 | 196 432 |
Total revenue | 86 650 | 195 688 |
In 2024, negative revenue recognition was impacted by the reversal of NOK 21 million in revenue recognized in the first quarter, related to a customer contract. The project adheres to the percentage of completion (POC) accounting principle, where revenue recognition is based on incurred versus estimated costs. The reversal reflects additional estimated costs associated with the replacement of delivered components, resulting in a lower POC.
Major Products and Services
The group generates revenue from customer contracts from four principal sources: i) Hydrogen Electrolyser Systems, ii) FEED Services, iii) License and Royaltyiv) Long-Term Service Agreements Contracts. Revenue from hydrogen electrolyser systems arises from both the sale of standalone equipment and from deliveries made as part of larger EPC contracts.
Major Products and Services
NOK \u2019000 | 2025 | 2024 |
Revenue from sale of electrolyser system | 63 307 | 192 799 |
Revenue from EPC Contracts | 16 354 | -6 930 |
Revenue form sale of Feed and case-studies | 1 404 | 6 186 |
License & Royalty Revenue | 1 729 | - |
Other revenue | 3 856 | 3 633 |
Total revenue | 86 650 | 195 688 |
The group has not recognized revenue from Long-Term Service Agreements Contracts in 2025 or 2024.
Major Customer
The Group\u2019s revenue for 2025 was significantly concentrated with two major customers, Andritz AG and Mitsubishi Power America Inc., which together accounted for 95% of total revenue. In the prior year, revenue was similarly concentrated, with Andritz AG representing 99% of total revenue in 2024.
This reliance on one or two key customers results in a concentration of credit and market risk, which the Group monitors as part of its risk-management processes. Mitigating actions undertaken in 2025 included, among other initiatives, the establishment of new partnerships aimed at broadening the customer base.
Primary geographical markets
NOK \u2019000 | 2025 | 2024 |
Norway | - | - |
Europe | 37 498 | 196 853 |
America | 45 876 | -5 551 |
Asia Pacific | 3 276 | 4 386 |
Total revenue | 86 650 | 195 688 |
Performance Bonds
As part of its contractual agreements, the Group is required to provide guarantees or bonds to customers to secure contractual milestones. In 2024, HydrogenPro issued an irrevocable and unconditional performance bond amounting to EUR 1.9 million (NOK 22.7 million) in relation to one of its contracts. The bond was issued under a bond facility provided by Atradius. As of 31 December 2025, no drawings have been made against the bond.
The Group monitors its exposure under these guarantees as part of its ongoing risk assessment processes.
Order Backlog
The performance obligations in the Group\u2019s contracts with customers vary in duration, with some contracts having performance obligations that are expected to be completed within a few months, while others, such as maintenance contracts, can extend up to ten years. These varying contract durations reflect the nature of the services and products provided by the Group, with longer-term obligations typically associated with maintenance and ongoing service agreements. The order backlog as of December 31, 2025, was NOK 275 million (2024: NOK 305 million).
The order backlog in delivery of electrolyser systems and long-term service agreements contracts is NOK 80 million and NOK 195 million, respectively. The transaction price allocated to the remaining performance obligations is illustrated in table below:
NOK \u2019000 | 2026 | 2027 | 2028 or later | Total Backlog |
As of 31.12.2025 | ||||
Partly unsatisfied performance obligations | 80 152 | - | - | 80 152 |
Unsatisfied performance obligations | - | 19 453 | 175 074 | 194 527 |
Total Backlog | 80 152 | 19 453 | 175 074 | 274 678 |
The unsatisfied performance obligation as of December 2025 is exclusively linked one Long-Term Service Agreements Contracts.
NOK \u2019000 | 2025 | 2026 | 2027 or later | Total Backlog |
As of 31.12.2024 | ||||
Partly unsatisfied performance obligations | 85 923 | - | - | 85 923 |
Unsatisfied performance obligations | - | 21 912 | 197 209 | 219 121 |
Total Backlog | 85 923 | 21 912 | 197 209 | 305 044 |
Revenue recognition is determined on a contract-by-contract basis by evaluating the terms and performance obligations specified in each contract. Based on the specific contract and its obligations, revenue under IFRS 15 is either recognized at a point in time or over time.
Revenue is recognized over time using the method that best depicts the pattern of the transfer of control. The method applied is the cost-to-cost input method to determine the percentage of completion. This method includes adjustments for time and goods delivered to the customer. Contract costs are expensed as incurred.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__42": { "value": "Note 2.3\tDirect material
Direct material consists of raw materials and components for project delivery. Direct materials are recognized as inventories when they are purchased and held for future use. They are measured initially at cost, which includes the purchase price (including import duties, taxes, and freight costs) and handling and other costs directly attributable to bringing the materials to their current location and condition. When these materials are used in production or project delivery and revenue is recognized, the cost of these materials is matched with revenue in the period in which they contribute to the revenue generation.
NOK \u2019000 | 2025 | 2024 |
Direct materials | 60 658 | 145 915 |
Handling and freight expense | 627 | 1 052 |
Total direct materials | 61 285 | 146 967 |
Note 2.4\tPersonnel expenses
NOK \u2019000 | 2025 | 2024 |
Salaries | 112 789 | 116 297 |
Social security contribution | 10 106 | 8 941 |
Option expenses | 1 112 | 3 863 |
Pension expenses defined contribution plans | 8 013 | 7 766 |
Other personnel expenses | 5 324 | 7 138 |
Total salaries and personnel expenses | 137 344 | 144 005 |
Option cost related to hired personnel are expensed as other operating expenses.
Average number of full time employees
FTE | 2025 | 2024 |
Norway | 35.1 | 38.7 |
Europe | 21.2 | 13.7 |
China | 68,6 | 104.1 |
America | - | 2.0 |
Total | 124.9 | 158.5 |
Shareholder Option Plan
The Company has a share option program that covers certain employees in senior positions, some other employees, board members, and guarantors. Under the plan, granted options generally vest over a period of three years according to a predetermined schedule.
Once vested, these options can be exercised, with a deadline for exercise set at four years from the grant date. The vesting of options is contingent upon continued employment or association with the Company during the vesting period.
The purpose of the Company\u2019s share option program is to attract and retain key personnel. The fair value and annual costs of the options are determined using the Black-Scholes model and are expensed over the vesting period.
For the year 2025, the fair value calculation of the options, based on the Black-Scholes model, includes input factors such as the risk-free interest rate, volatility factor, and share price at the grant date. The calculated fair value of the individual options at grant date is then recognized and distributed over the vesting period in accordance with the vesting schedule.
Employer\u2019s social security contributions are accrued on a quarterly basis and become payable upon exercise of the options. These provisions are estimated based on the intrinsic value of the options, multiplied by the applicable social security tax rate.
The total expense recognized for the share-based programs in 2025, excluding social security contributions, amounted to NOK 1.1 million (2024: NOK 3.7 million). The total accrued social security contribution as of 31 December 2025 was NOK 0. The total accumulated cost related to share-based payments, including both option-related expenses and accrued social security contributions, was NOK 43.7 million (2024: NOK 42.6 million).
Options to leading employees and Board of Directors 2025
NOK\u2019000 | Quantity 01.01.25 | Grantedin period | Expired in period | Exercised in period | Quantity 31.12.25 | Cost for the period |
Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 098 |
Martin Thanem Holtet | 150 000 | - | 150 000 | - | - | - |
Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 91 |
Tormod Kl\u00f8ve | 50 000 | - | - | - | 50 000 | 51 |
Jan Henrik Kulhefelt | 50 000 | - | - | - | 50 000 | 1 |
Erik Christian Bolstad | 100 000 | - | 100 000 | - | - | - |
NOK\u2019000 | Quantity 01.01.24 | Grantedin period | Expired in period | Exercised in period | Quantity 31.12.24 | Cost for the period |
Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 705 |
Erik Christian Bolstad | 100 000 | - | - | - | 100 000 | 18 |
Martin Thanem Holtet | 150 000 | - | - | - | 150 000 | 8 |
Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 223 |
Tormod Kl\u00f8ve | 50 000 | - | - | - | 50 000 | 212 |
TM Holding (Terje Mikalsen) | 163 005 | - | - | - | 163 005 | 192 |
Total costs and Employer\u2019s social security contribution for the year
NOK \u2019000 | 2025 | 2024 |
Total cost | 1 112 | 3 710 |
Total Social security contribution | - | - |
Granted instruments
There were no instruments granted in either 2025 or 2024.
Quantity and weighted average prices
01.01.2025 - 31.12.2025 | 01.01.2024 - 31.12.2024 | |||
Number of instruments | Weighted aver. strike price | Number ofinstruments | Weighted aver.strike price | |
Outstanding OB | 4 869 637 | 13.93 | 5 085 637 | 13.64 |
Granted | - | - | - | - |
Exercised | - | - | 216 000 | 7.00 |
Released | - | - | - | - |
Adjusted | - | - | - | - |
Performance Adjusted | - | - | - | - |
Cancelled | -11 000 | 17.00 | - | - |
Terminated | -4 283 637 | 13.00 | - | - |
Expired | - | - | - | - |
Outstanding CB | 575 000 | 20.82 | 4 869 637 | 13.93 |
Vested CB | 308 333 | 20.52 | 4 456 723 | 13.27 |
Outstanding Instruments Overview \u2013 2025
Outstanding Instruments | Vested Instruments | |||
Strike price | Number of instruments | Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2025 |
17.00 | 25 000 | 1.17 | 17.00 | 25 000 |
17.16 | 50 000 | 0.17 | 17.16 | 50 000 |
18.20 | 50 000 | 0.87 | 18.20 | 50 000 |
20.95 | 400 000 | 3.61 | 20.95 | 141 666 |
28.00 | 50 000 | 1.50 | 28.00 | 41 667 |
575 000 | 308 333 |
Outstanding Instruments Overview \u2013 2024
Outstanding Instruments | Vested Instruments | |||
Number of instruments | ||||
Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2024 | WeightedAverage Strike Price | |
7.00 | 2 745 383 | 0.66 | 7.00 | 2 745 383 |
16.80 | 206 250 | 0.84 | 16.80 | 206 250 |
17.00 | 36 000 | 2.17 | 17.00 | 21 000 |
17.16 | 50 000 | 1.17 | 17.16 | 46 877 |
17.24 | 251 745 | 0.80 | 17.24 | 251 745 |
17.66 | 159 584 | 0.75 | 17.66 | 159 584 |
18.20 | 50 000 | 1.87 | 18.20 | 38 542 |
18.78 | 150 000 | 0.17 | 18.78 | 150 000 |
20.65 | 100 000 | 0.67 | 20.65 | 100 000 |
20.95 | 400 000 | 4.61 | 20.95 | 41 666 |
26.15 | 526 925 | 0.39 | 26.15 | 526 925 |
28.00 | 50 000 | 2.50 | 28.00 | 25 001 |
32.45 | 68 750 | 0.34 | 32.45 | 68 750 |
66.00 | 75 000 | 0.09 | 66.00 | 75 000 |
4 869 637 | 4 456 723 |
Note 2.5\tPensions
Pension Plans
The Group\u2019s Norwegian companies operate defined contribution pension plans in accordance with the Pension Act of Norway. These plans cover all employees with salary between 0\u00a0G and 12\u00a0G of the Norwegian National Insurance base amount (G). The contribution rate is 7% of salary up to 7.1\u00a0G and 15% of salary between 7.1\u00a0G and 12\u00a0G.
Employees have the ability to influence the investment management of their pensions through an agreement with Gjensidige AS. Pension contributions are expensed as incurred, and the Group has no further obligation once the contributions are paid. Prepaid contributions are recognized as an asset to the extent that a cash refund or reduction in future payments is available.
As of 31 December 2025, the total expense recognized for the Norwegian defined contribution plans during the year was NOK 3.9 million (2024: NOK 2.9 million).
The parent company operates pension plans that comply with statutory requirements in Norway. Foreign subsidiaries maintain pension plans that meet the legal and regulatory requirements of their respective countries. These pension plans are defined contribution in nature and are accounted for in accordance with IAS 19.
For all defined contribution plans, the Group recognizes expenses in the period the contributions are made, with no additional obligations.
NOK \u2019000 | 2025 | 2024 |
Employees covered by the scheme | 97 | 138 |
Contribution recognised as expense | 8 013 | 7 766 |
Contribution to CEO | 147 | 110 |
Shareholder Option Plan
The Company has a share option program that covers certain employees in senior positions, some other employees, board members, and guarantors. Under the plan, granted options generally vest over a period of three years according to a predetermined schedule.
Once vested, these options can be exercised, with a deadline for exercise set at four years from the grant date. The vesting of options is contingent upon continued employment or association with the Company during the vesting period.
The purpose of the Company\u2019s share option program is to attract and retain key personnel. The fair value and annual costs of the options are determined using the Black-Scholes model and are expensed over the vesting period.
For the year 2025, the fair value calculation of the options, based on the Black-Scholes model, includes input factors such as the risk-free interest rate, volatility factor, and share price at the grant date. The calculated fair value of the individual options at grant date is then recognized and distributed over the vesting period in accordance with the vesting schedule.
Employer\u2019s social security contributions are accrued on a quarterly basis and become payable upon exercise of the options. These provisions are estimated based on the intrinsic value of the options, multiplied by the applicable social security tax rate.
The total expense recognized for the share-based programs in 2025, excluding social security contributions, amounted to NOK 1.1 million (2024: NOK 3.7 million). The total accrued social security contribution as of 31 December 2025 was NOK 0. The total accumulated cost related to share-based payments, including both option-related expenses and accrued social security contributions, was NOK 43.7 million (2024: NOK 42.6 million).
Options to leading employees and Board of Directors 2025
NOK\u2019000 | Quantity 01.01.25 | Grantedin period | Expired in period | Exercised in period | Quantity 31.12.25 | Cost for the period |
Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 098 |
Martin Thanem Holtet | 150 000 | - | 150 000 | - | - | - |
Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 91 |
Tormod Kl\u00f8ve | 50 000 | - | - | - | 50 000 | 51 |
Jan Henrik Kulhefelt | 50 000 | - | - | - | 50 000 | 1 |
Erik Christian Bolstad | 100 000 | - | 100 000 | - | - | - |
NOK\u2019000 | Quantity 01.01.24 | Grantedin period | Expired in period | Exercised in period | Quantity 31.12.24 | Cost for the period |
Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 705 |
Erik Christian Bolstad | 100 000 | - | - | - | 100 000 | 18 |
Martin Thanem Holtet | 150 000 | - | - | - | 150 000 | 8 |
Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 223 |
Tormod Kl\u00f8ve | 50 000 | - | - | - | 50 000 | 212 |
TM Holding (Terje Mikalsen) | 163 005 | - | - | - | 163 005 | 192 |
Total costs and Employer\u2019s social security contribution for the year
NOK \u2019000 | 2025 | 2024 |
Total cost | 1 112 | 3 710 |
Total Social security contribution | - | - |
Granted instruments
There were no instruments granted in either 2025 or 2024.
Quantity and weighted average prices
01.01.2025 - 31.12.2025 | 01.01.2024 - 31.12.2024 | |||
Number of instruments | Weighted aver. strike price | Number ofinstruments | Weighted aver.strike price | |
Outstanding OB | 4 869 637 | 13.93 | 5 085 637 | 13.64 |
Granted | - | - | - | - |
Exercised | - | - | 216 000 | 7.00 |
Released | - | - | - | - |
Adjusted | - | - | - | - |
Performance Adjusted | - | - | - | - |
Cancelled | -11 000 | 17.00 | - | - |
Terminated | -4 283 637 | 13.00 | - | - |
Expired | - | - | - | - |
Outstanding CB | 575 000 | 20.82 | 4 869 637 | 13.93 |
Vested CB | 308 333 | 20.52 | 4 456 723 | 13.27 |
Outstanding Instruments Overview \u2013 2025
Outstanding Instruments | Vested Instruments | |||
Strike price | Number of instruments | Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2025 |
17.00 | 25 000 | 1.17 | 17.00 | 25 000 |
17.16 | 50 000 | 0.17 | 17.16 | 50 000 |
18.20 | 50 000 | 0.87 | 18.20 | 50 000 |
20.95 | 400 000 | 3.61 | 20.95 | 141 666 |
28.00 | 50 000 | 1.50 | 28.00 | 41 667 |
575 000 | 308 333 |
Outstanding Instruments Overview \u2013 2024
Outstanding Instruments | Vested Instruments | |||
Number of instruments | ||||
Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2024 | WeightedAverage Strike Price | |
7.00 | 2 745 383 | 0.66 | 7.00 | 2 745 383 |
16.80 | 206 250 | 0.84 | 16.80 | 206 250 |
17.00 | 36 000 | 2.17 | 17.00 | 21 000 |
17.16 | 50 000 | 1.17 | 17.16 | 46 877 |
17.24 | 251 745 | 0.80 | 17.24 | 251 745 |
17.66 | 159 584 | 0.75 | 17.66 | 159 584 |
18.20 | 50 000 | 1.87 | 18.20 | 38 542 |
18.78 | 150 000 | 0.17 | 18.78 | 150 000 |
20.65 | 100 000 | 0.67 | 20.65 | 100 000 |
20.95 | 400 000 | 4.61 | 20.95 | 41 666 |
26.15 | 526 925 | 0.39 | 26.15 | 526 925 |
28.00 | 50 000 | 2.50 | 28.00 | 25 001 |
32.45 | 68 750 | 0.34 | 32.45 | 68 750 |
66.00 | 75 000 | 0.09 | 66.00 | 75 000 |
4 869 637 | 4 456 723 |
Options to leading employees and Board of Directors 2025
NOK\u2019000 | Quantity 01.01.25 | Grantedin period | Expired in period | Exercised in period | Quantity 31.12.25 | Cost for the period |
Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 098 |
Martin Thanem Holtet | 150 000 | - | 150 000 | - | - | - |
Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 91 |
Tormod Kl\u00f8ve | 50 000 | - | - | - | 50 000 | 51 |
Jan Henrik Kulhefelt | 50 000 | - | - | - | 50 000 | 1 |
Erik Christian Bolstad | 100 000 | - | 100 000 | - | - | - |
NOK\u2019000 | Quantity 01.01.24 | Grantedin period | Expired in period | Exercised in period | Quantity 31.12.24 | Cost for the period |
Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 705 |
Erik Christian Bolstad | 100 000 | - | - | - | 100 000 | 18 |
Martin Thanem Holtet | 150 000 | - | - | - | 150 000 | 8 |
Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 223 |
Tormod Kl\u00f8ve | 50 000 | - | - | - | 50 000 | 212 |
TM Holding (Terje Mikalsen) | 163 005 | - | - | - | 163 005 | 192 |
Note 7.1\tRemuneration and board management
Executive management remuneration \u2013 2025
NOK \u2019000 | Salary | Bonus | Benefits in kind | Pension expense | Total remuneration | Number of shares | Ownership Interest |
Jarle Dragvik (CEO) | 4 271 | 2 312 | 152 | 147 | 6 882 | 41 033 | 0.06% |
Martin Thanem Holtet (CFO) | 2 556 | 1 729 | 20 | 161 | 4 466 | 1 500 | 0.00% |
Michael Caspersen (COO)1) | 206 | 1 | 8 | 215 | - | 0.00% | |
Erik Chr Bolstad (ex CCO) | 2 467 | 959 | 38 | 171 | 3 635 | - | 0.00% |
Cathrin Bretzeg (CPCO) | 2 269 | 844 | 25 | 174 | 3 312 | - | 0.00% |
Tormod Kl\u00f8ve (CLO) | 2 445 | 1 527 | 24 | 161 | 4 157 | - | 0.00% |
Odd-Arne Lorentsen (CTO) | 2 461 | 879 | 24 | 172 | 3 536 | - | 0.00% |
Jon Backer (COO) | 2 251 | 774 | 50 | 172 | 3 247 | - | 0.00% |
Jan-Henrik Kuhlefelt (GM Tianjin) | 2 386 | 146 | 2 | 158 | 2 692 | 10 000 | 0.00% |
1) Caspersen started 01.12.2025
Executive management remuneration \u2013 2024
NOK \u2019000 | Salary | Bonus | Benefits in kind | Pension expense | Total remuneration | Number of shares | Ownership Interest |
Jarle Dragvik (CEO) | 3 539 | - | 146 | 102 | 3 787 | 41 033 | 0.06% |
Martin Thanem Holtet (CFO) | 2 325 | 351 | 17 | 103 | 2 796 | 1 500 | 0.00% |
Erik Chr Bolstad (CCO) | 2 107 | 297 | 45 | 107 | 2 556 | - | 0.00% |
Cathrin Bretzeg (CPCO) | 2 065 | 149 | 35 | 108 | 2 357 | - | 0.00% |
Tormod Kl\u00f8ve (CLO) | 2 175 | 250 | 22 | 103 | 2 550 | - | 0.00% |
Odd-Arne Lorentsen (CTO) 1) | 1 717 | - | 31 | 90 | 1 838 | - | 0.00% |
Jon Backer (COO) 2) | 1 473 | - | 26 | 81 | 1 580 | - | 0.00% |
1) Lorentsen started 01.03.2024
2) Backer started 01.04.2024
Board of Directors remuneration \u2013 2025
NOK \u2019000 | Board fee | Audit and risk commitee | Compensation and staff committee | Nomination committee | Consultancy fee | Taxable income execution of options | Total remuneration |
Asta Stenhagen (Chair)1) | 684 | 90 | 18 | - | - | - | 791 |
Marianne Aamodt (member) | 465 | 110 | 18 | - | - | - | 592 |
Hallvard Hasselknippe (member) | 277 | 53 | 18 | - | - | - | 347 |
Bj\u00f8rn Hansen (member) | 462 | - | 13 | - | - | - | 475 |
Haimeng Zhang (member) | - | - | - | - | - | - | - |
Dag Opedal (ex Chair)2) | 344 | - | 13 | - | 33 | - | 390 |
Jarle Tautra (ex member) | 188 | - | 13 | - | - | - | 200 |
Geir Bredo Larsen (ex member) | 188 | 38 | - | - | - | - | 226 |
Arild S. Frick (Chair nom. Commitee) | - | - | - | 75 | - | - | 75 |
Marit Moen Vik-Langlie (member nom.commitee) | - | - | - | 50 | - | - | 50 |
1) Stenhagen was elected as Chair 30.04.2025.
2) Opedal served as Chair from the 23.04.2024 to 30.04.2025.
Board of Directors remuneration \u2013 2024
NOK \u2019000 | Board fee | Audit committee | Compensation and staff committee | Nomination committee | Board and comittee fees 2023 1) | Taxable income execution of options | Total remuneration |
Dag Opedal (Chair)2) | 564 | - | 75 | - | - | - | 639 |
Terje Mikaelsen (ex Chair)3) | 272 | - | - | - | 14 | - | 286 |
Ellen Hanetho (ex Chair)4) | - | - | - | - | 69 | 1 166 | 1 235 |
Asta Stenhagen (member) | 453 | 99 | - | - | 83 | - | 635 |
Jarle Tautra (member) | 453 | 31 | 62 | - | 44 | - | 590 |
Marianne Aamodt (member) | 453 | 106 | - | - | 174 | - | 733 |
Geir Bredo Larsen (member) | 308 | 62 | - | - | - | - | 370 |
Bj\u00f8rn Hansen (member) | 308 | - | 62 | - | - | - | 370 |
Arild S. Frick (Chair nom. Commitee) | - | - | - | 200 | 102 | - | 303 |
Bj\u00f8rn G. Reed (member nom.commitee) | - | - | - | 50 | 8 | - | 59 |
1) Includes remuneration regarding the year 2023 not included in provision as of 01.01.2024.
2) Opedal was elected as Chair 23.04.2024.
3) Mikaelsen served as Chair from the 04.10. 2023 to 23.04.2024. Shares are hold by TM Holding AS.
4) Hanetho served as a board member in the period 2019 until 04.10.2023.
Shares held by Board of Directors
2025 | 2024 | |||
Number of shares | Ownership Interest | Number of shares | Ownership Interest | |
Asta Stenhagen (Chair) | - | - | - | - |
Marianne Aamodt (member) | - | - | - | - |
Hallvard Hasselknippe (member) | - | - | - | - |
Bj\u00f8rn Hansen (member) | - | - | - | - |
Haimeng Zhang (member) | - | - | - | - |
Dag Opedal (ex Chair) | - | - | - | - |
Jarle Tautra (ex member) | 1 000 | 0.00% | 1 000 | 0.00% |
Geir Bredo Larsen (member) | - | - | - | - |
Jarle Dragvik (ex member) | 41 033 | 0.06% | 41 033 | 0.06% |
Arild S. Frick (Chair nom. Commitee) | - | - | - | - |
Marit Moen Vik-Langlie (member nom.commitee) | - | - | - | - |
Bj\u00f8rn G. Reed (ex member nom.commitee) | - | - | - | - |
Terje Mikaelsen (ex Chair)1) | 9 653 182 | 13.74% | 9 653 182 | 15.22% |
Ellen Hanetho (ex Chair) | - | - | - | - |
1)\tMikaelsen served as Chair from the 04.10. 2023 to 23.04.2024. Shares are hold by TM Holding AS.
Total costs and Employer\u2019s social security contribution for the year
NOK \u2019000 | 2025 | 2024 |
Total cost | 1 112 | 3 710 |
Total Social security contribution | - | - |
Note 2.6\tOther operating expenses
Other operating expenses
NOK \u2019000 | 2025 | 2024 |
Rental and leasing expenses | 9 315 | 8 995 |
Repair and maintenance expenses | 10 816 | 19 993 |
Consultancy fees and external personnel | 40 547 | 52 973 |
Travel expenses | 6 707 | 10 659 |
Provision bad debts | 2 259 | 236 |
Waranties | 894 | 5 509 |
Reversal of provisions | - | -5 603 |
Grants | -4 477 | -8 232 |
Other operating expenses | 15 016 | 24 371 |
Total operating expenses | 81 077 | 108 900 |
Grant Income
The Company has received grants for its research and development activities during the year. In accordance with IAS 20, grant income is recognized as a reduction in the related research and development expenses. The amount of grant income recognized for the year 2025 is NOK 4.5 million (2024: NOK 8.2 million), which has been deducted from the related R&D expenses in the statement of profit or loss.
Fees to the group auditors
NOK \u2019000 | 2025 | 2024 |
Statutory audit | 3 328 | 3 335 |
Other assurance services | 670 | 50 |
Other non-assurance services | 492 | 63 |
Total | 4 490 | 3 448 |
Fees to other auditors elected by subsidiaries
NOK \u2019000 | 2025 | 2024 |
Statutory audit | - | 900 |
Other assurance services | - | 166 |
Other non-assurance services | - | 93 |
Tax consultant services | - | 15 |
Total | - | 1 174 |
The Group auditor, who also serves as the auditor for the subsidiaries, was the appointed auditor for both 2024 and 2025 financial years.
Fees to the group auditors
NOK \u2019000 | 2025 | 2024 |
Statutory audit | 3 328 | 3 335 |
Other assurance services | 670 | 50 |
Other non-assurance services | 492 | 63 |
Total | 4 490 | 3 448 |
Fees to other auditors elected by subsidiaries
NOK \u2019000 | 2025 | 2024 |
Statutory audit | - | 900 |
Other assurance services | - | 166 |
Other non-assurance services | - | 93 |
Tax consultant services | - | 15 |
Total | - | 1 174 |
The Group auditor, who also serves as the auditor for the subsidiaries, was the appointed auditor for both 2024 and 2025 financial years.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__56": { "value": "Note 2.7\tFinancial income and expenses
NOK \u2019000 | 2025 | 2024 |
Interest income | 2 724 | 4 379 |
Net foreign exchange gain | 0 | 26 122 |
Other financial income | 61 | 484 |
Total financial income | 2 785 | 30 986 |
Other interest expenses | 75 | 72 |
Interest expense lease liabilities | 770 | 1 036 |
Net foreign exchange losses | 20 559 | 0 |
Impairment of financial assets | 2 629 | 1 839 |
Other financial expenses | 333 | 726 |
Total financial expenses | 24 367 | 3 673 |
Note 2.7\tFinancial income and expenses
NOK \u2019000 | 2025 | 2024 |
Interest income | 2 724 | 4 379 |
Net foreign exchange gain | 0 | 26 122 |
Other financial income | 61 | 484 |
Total financial income | 2 785 | 30 986 |
Other interest expenses | 75 | 72 |
Interest expense lease liabilities | 770 | 1 036 |
Net foreign exchange losses | 20 559 | 0 |
Impairment of financial assets | 2 629 | 1 839 |
Other financial expenses | 333 | 726 |
Total financial expenses | 24 367 | 3 673 |
Note 2.8 Income tax
Income tax expense for the year
NOK \u2019000 | 2025 | 2024 |
Income tax payable (+) /receivable (-) | -15 874 | - |
Changes in deferred tax | - | - |
Total income tax expense | -15 874 | - |
Following the submission of the 2024 annual accounts, the Company prepared and submitted its tax return, which included applications for tax refunds under the Skattefunn incentive scheme in Norway and the Tax Credits scheme in Denmark. As a result, there is a difference of NOK 3.8 million (Denmark) and NOK 0.2 million (Norway) between the tax return and the 2024 annual accounts. These tax credits were approved and received in 2025 and are therefore recognized in the 2025 annual accounts. Management has also assessed and accrued an additional tax credit under the Danish Tax Credits scheme amounting to DKK 7.5 million (equivalent to NOK 11.9 million), based on the assessment that this amount relates to tax credits earned on or before 2025 and is expected to be received in 2026.
Basis for income tax expense
NOK \u2019000 | 2025 | 2024 |
Loss before taxes | -255 468 | -200 138 |
Non-deductible expenses | 9 238 | 17 486 |
Transaction cost related to issue of shares | - | - |
Currency translation and other differences | - | - |
Changes in temporary differences | -172 609 | -199 700 |
Basis for tax payable | -418 839 | -382 351 |
Reconciliation of tax expense to Norwegian nominal statutory tax rate
NOK \u2019000 | 2025 | 2024 |
Loss before taxes | -255 468 | -200 138 |
Tax income benefit (expense) at the Company's domestic tax rate (22%) | -56 203 | -44 030 |
Tax effect of: | ||
Non-deductible expenses | 2 032 | 3 847 |
Transaction cost related to issue of shares | - | - |
Effect of Norwegian vs Foreign tax rates | -572 | -549 |
Change in not recognised deferred tax assets | 54 742 | 40 732 |
Tax expense | - | - |
Effective tax rate | 0% | 0% |
Overview temporary differences \u2013 basis for deferred tax asset
NOK \u2019000 | 2025 | 2024 | Change |
Intangible assets | 23 028 | 24 487 | -1 458 |
Property, Plant and Equipment | 765 | -1 399 | 2 164 |
Right of use assets | 19 112 | 17 283 | 1 829 |
Current receivables | -9 311 | -2 243 | -7 068 |
Financial investments | 18 176 | 4 622 | -22 798 |
Production contracts | -45 673 | -10 939 | -34 735 |
Lease liability | -20 354 | -17 956 | -2 398 |
Provisions | -32 380 | -88 153 | 55 773 |
Inventories | -7 014 | -5 979 | -1 034 |
Amortized Start-Up Costs - United States | -10 223 | -8 724 | -1 500 |
Tax loss carry forwards | -549 137 | -387 752 | -161 384 |
Total | -649 363 | -476 754 | -172 609 |
At the end of 2025, the Company has capitalized start-up costs amounting to USD 1 million (equivalent to NOK 10.2 million as of 31.12.2025) for its operations in the United States. These costs are treated as deferred tax assets as it is expected that that they will be deductible for tax purposes. Under US tax regulations, these start-up costs are not deductible in the year incurred but are amortized over a 15-year period once the Company has commenced active trade or business with the intent to generate a profit. Until such time, these costs remain deferred and are carried forward for future tax deduction. The corresponding amount at the end of 2024, amounted to USD 768,392 (equivalent to NOK 8.7 million as of 31.12.2024).
Tax effects of temporary differences
NOK \u2019000 | 2025 | 2024 | Change |
Intangible assets | 5 066 | 5 387 | -321 |
Property, Plant and Equipment | 168 | -308 | 476 |
Right of use assets | 4 205 | 3 802 | 402 |
Currrent receivables | -2 048 | -494 | -1 555 |
Financial investments | - 3 999 | 1 017 | -5 015 |
Production contracts | -10 048 | -2 406 | -7 642 |
Lease liability | -4 478 | -3 950 | -528 |
Provisions | -7 124 | -19 394 | 12 270 |
Inventories | -1 543 | -1 315 | -228 |
Amortized Start-Up Costs - United States | -2 249 | -1 919 | -330 |
Tax loss carry forwards | -120 810 | -85 306 | -35 505 |
Total | -142 860 | -104 886 | -37 974 |
NOK \u2019000 | 2025 | 2024 | Change |
Temporary differences not recognised as deferred tax assets/liabilities | 5 066 | 5 387 | -321 |
Deferred tax assets | 137 794 | 99 499 | 38 295 |
Deferred tax not recognised in the Statement of financial position | 137 794 | 99 499 | 38 295 |
Deferred tax in the Statement of financial position | - | - | - |
The majority of the deferred tax asset is related to loss carry forward. As of 31 December 2025, it is considered not likely that the tax loss carry forward will be utilised in the near future, therefore the deferred tax assets is not capitalised.
Tax losses carry forward by country
NOK \u2019000 | 2025 | 2024 |
Norway | -450 836 | -299 625 |
Denmark | -26 589 | -61 920 |
China | -64 958 | -26 209 |
Germany | -6 754 | - |
Balance as of 31.12 | -549 137 | -387 752 |
At the end of 2025, HydrogenPro had tax loss carry forwards of NOK 549 million (2024: NOK 388 million), of which NOK 484 million (2024 NOK 362 million) has no expiration date. The remaining tax loss carryforwards, which have an expiration date, will expire between 2027 and 2030.
The Group operates in jurisdictions that have enacted new global minimum top-up tax legislation. Following an assessment of potential exposure, the Group does not expect a material impact from this legislation. HydrogenPro has applied the temporary mandatory relief from deferred tax accounting for the impact of the top-up tax, meaning the Group does not recognize or disclose deferred tax assets or liabilities related to the global minimum tax.
Note 3.1\tIntangible assets
NOK \u2019000 | Technology | Development Cost | Goodwill | 2025 Total |
Accumulated cost 01.01.2025 | 45 940 | 11 741 | 24 034 | 81 716 |
Exchange differences | 116 | 0 | -1 788 | -1 672 |
Accumulated cost 31.12.2025 | 46 056 | 11 741 | 22 246 | 80 044 |
Accumulated amortization 01.01.2025 | 18 377 | 7 045 | 0 | 25 422 |
Amortization for the year | 4 560 | 2 348 | 0 | 6 908 |
Exchange rate differences | 92 | 0 | 0 | 92 |
Carrying amount at 31.12.2025 | 23 028 | 2 349 | 22 246 | 47 623 |
Expected useful life | 10 years | 5 years | ||
Amortization method | Linear | Linear | ||
NOK \u2019000 | Technology | Development Cost | Goodwill | 2024 Total |
Accumulated cost 01.01.2024 | 41 366 | 11 741 | 21935 | 75 043 |
Exchange differences | 4 574 | 0 | 2 099 | 6 673 |
Accumulated cost 31.12.2024 | 45 940 | 11 741 | 24 034 | 81 716 |
Accumulated amortization 01.01.2024 | 12 414 | 4 697 | 0 | 17 111 |
Amortization for the year | 4 527 | 2 348 | 0 | 6 875 |
Exchange rate differences | 1436 | 1436 | ||
Carrying amount at 31.12.2024 | 27 564 | 4 697 | 24 034 | 56 295 |
Expected useful life | 10 years | 5 years | ||
Depreciation method | Linear | Linear |
Goodwill
For the purposes of impairment testing, goodwill has been allocated to the following cash-generating units (\u201cCGUs\u201d):
NOK \u2019000 | 2025 | 2024 |
HydrogenPro Tianjin CO Ltd | 22 246 | 24 034 |
Total | 22 246 | 24 034 |
The CGUs to which goodwill has been allocated are tested for impairment at least annually, or more frequently if there are indicators of potential impairment. Impairment testing is performed using the value-in-use approach, determined by discounting expected future cash flows of the CGUs.
Impairment losses are recognized for assets in CGUs where the recoverable amount (the higher of fair value, less costs to sell and value-in-use) is lower than the carrying amount of the CGU.
The discounted cash flow analysis is based on management\u2019s forecasts for the period 2026 to 2030, incorporating revenue from signed contracts, identified prospects, and other expected future income sources.
Management has determined that the value-in-use calculation for HP Tianjin is particularly sensitive to three key assumptions: the utilization of available production capacity (volume), the discount rate applied, and the expected EBITDA margin.
Estimated future cash flows are discounted to their present value using a discount rate derived using the Capital Asset Pricing Model (CAPM). The asset beta is based on industry data, while the risk-free rate is based on a Chinese 10-year government bond.
The discount rate is applied without adjustment for lease liabilities. An effective tax rate of 25% is applied in the discounted cash flow calculation.
In estimating revenue growth and EBITDA margins, management has utilized forecasts based expected future income from a qualified pipeline, and current production capacity.
Sensitivity analyses have been performed on the key assumptions used in the value-in-use calculation. These analyses include changing various assumptions to reflect alternative market conditions. The sensitivity analysis focuses on the impact of changes in the EBITDA margin, discount rate, and utilization of available capacity.
The recoverable amounts resulting from all sensitivity analysis scenarios exceed the carrying amounts for the CGUs.
The Weighted Average Cost of Capital (WACC) used in the impairment testing of goodwill is as follows:
CGU | 2025 | 2024 |
HydrogenPro (Tianjin) Co. Ltd. | 22.0% | 20.6 |
HydrogenPro Tianjin Co. Ltd. is assumed to achieve a steady state in 2030, with a long-term growth rate of 2.0%.
HydrogenPro has performed its annual impairment test as of December 2025. The recoverable amounts of the CGU exceed the book values in the goodwill impairment testing, and, as a result, no impairment losses have been recognized for the year 2025.
Technology
The Technology cost corresponds to the acquisition of the subsidiary HydrogenPro Aps (formerly Advance Surface Plating ApS). The useful lifetime of the asset is expected to be 10 years. The acquisition date was 22nd December 2020, and depreciation commenced from January 2021. The Group has assessed the carrying value of the development costs as of 31 December 2025 and has concluded that the carrying value remains intact. This conclusion is based on the following factors:
Technical feasibility: The Group has assessed the technical feasibility of developing the product for sale and has determined its intention and ability to complete and sell the product.
The Group has invested in a new production line which is expected to expand the existing production capacity significantly. This is the second production line since the acquisition in 2020.
The Group has sufficient resources available to continue the development of the technology. This includes both technical expertise and allocated research funds for large-scale testing.
The Group has performed calculations based on expected earnings for HydrogenPro Aps to support the carrying value.
Research costs were expensed as incurred, as only development costs that meet the criteria in IAS 38 are capitalized. The total research costs expensed in 2025 amount to NOK 36.3 million (2024: NOK 15.4 million).
Capitalized Development Cost
As of 31 December 2025, the Group has capitalized NOK 11.7 million related to the development of structured ITB (Invitation to Bid) documentation. This documentation serves as a strategic tool in HydrogenPro\u2019s Supply Chain Strategy, supporting the procurement of electrolyzer components. The ITB documentation facilitates competitive supplier bidding on key sub-supply packages.
The ITB documentation process was initiated in the second half of 2020 and completed by the end of 2021, establishing a framework for future projects. The related costs were capitalized in accordance with IAS 38 as they met the recognition criteria for intangible assets, including the demonstration of probable future economic benefits and the ability to reliably measure the expenditure. The asset has an expected useful life of five years, with depreciation commencing from January 2021, leading to full depreciation by the end of December 2026.
The Group has assessed the carrying value of the capitalized costs and determined that no impairment is required as of 31 December 2025.
Note 3.1\tIntangible assets
NOK \u2019000 | Technology | Development Cost | Goodwill | 2025 Total |
Accumulated cost 01.01.2025 | 45 940 | 11 741 | 24 034 | 81 716 |
Exchange differences | 116 | 0 | -1 788 | -1 672 |
Accumulated cost 31.12.2025 | 46 056 | 11 741 | 22 246 | 80 044 |
Accumulated amortization 01.01.2025 | 18 377 | 7 045 | 0 | 25 422 |
Amortization for the year | 4 560 | 2 348 | 0 | 6 908 |
Exchange rate differences | 92 | 0 | 0 | 92 |
Carrying amount at 31.12.2025 | 23 028 | 2 349 | 22 246 | 47 623 |
Expected useful life | 10 years | 5 years | ||
Amortization method | Linear | Linear | ||
NOK \u2019000 | Technology | Development Cost | Goodwill | 2024 Total |
Accumulated cost 01.01.2024 | 41 366 | 11 741 | 21935 | 75 043 |
Exchange differences | 4 574 | 0 | 2 099 | 6 673 |
Accumulated cost 31.12.2024 | 45 940 | 11 741 | 24 034 | 81 716 |
Accumulated amortization 01.01.2024 | 12 414 | 4 697 | 0 | 17 111 |
Amortization for the year | 4 527 | 2 348 | 0 | 6 875 |
Exchange rate differences | 1436 | 1436 | ||
Carrying amount at 31.12.2024 | 27 564 | 4 697 | 24 034 | 56 295 |
Expected useful life | 10 years | 5 years | ||
Depreciation method | Linear | Linear |
Goodwill
For the purposes of impairment testing, goodwill has been allocated to the following cash-generating units (\u201cCGUs\u201d):
NOK \u2019000 | 2025 | 2024 |
HydrogenPro Tianjin CO Ltd | 22 246 | 24 034 |
Total | 22 246 | 24 034 |
The CGUs to which goodwill has been allocated are tested for impairment at least annually, or more frequently if there are indicators of potential impairment. Impairment testing is performed using the value-in-use approach, determined by discounting expected future cash flows of the CGUs.
Impairment losses are recognized for assets in CGUs where the recoverable amount (the higher of fair value, less costs to sell and value-in-use) is lower than the carrying amount of the CGU.
The discounted cash flow analysis is based on management\u2019s forecasts for the period 2026 to 2030, incorporating revenue from signed contracts, identified prospects, and other expected future income sources.
Management has determined that the value-in-use calculation for HP Tianjin is particularly sensitive to three key assumptions: the utilization of available production capacity (volume), the discount rate applied, and the expected EBITDA margin.
Estimated future cash flows are discounted to their present value using a discount rate derived using the Capital Asset Pricing Model (CAPM). The asset beta is based on industry data, while the risk-free rate is based on a Chinese 10-year government bond.
The discount rate is applied without adjustment for lease liabilities. An effective tax rate of 25% is applied in the discounted cash flow calculation.
In estimating revenue growth and EBITDA margins, management has utilized forecasts based expected future income from a qualified pipeline, and current production capacity.
Sensitivity analyses have been performed on the key assumptions used in the value-in-use calculation. These analyses include changing various assumptions to reflect alternative market conditions. The sensitivity analysis focuses on the impact of changes in the EBITDA margin, discount rate, and utilization of available capacity.
The recoverable amounts resulting from all sensitivity analysis scenarios exceed the carrying amounts for the CGUs.
The Weighted Average Cost of Capital (WACC) used in the impairment testing of goodwill is as follows:
CGU | 2025 | 2024 |
HydrogenPro (Tianjin) Co. Ltd. | 22.0% | 20.6 |
HydrogenPro Tianjin Co. Ltd. is assumed to achieve a steady state in 2030, with a long-term growth rate of 2.0%.
HydrogenPro has performed its annual impairment test as of December 2025. The recoverable amounts of the CGU exceed the book values in the goodwill impairment testing, and, as a result, no impairment losses have been recognized for the year 2025.
Technology
The Technology cost corresponds to the acquisition of the subsidiary HydrogenPro Aps (formerly Advance Surface Plating ApS). The useful lifetime of the asset is expected to be 10 years. The acquisition date was 22nd December 2020, and depreciation commenced from January 2021. The Group has assessed the carrying value of the development costs as of 31 December 2025 and has concluded that the carrying value remains intact. This conclusion is based on the following factors:
Technical feasibility: The Group has assessed the technical feasibility of developing the product for sale and has determined its intention and ability to complete and sell the product.
The Group has invested in a new production line which is expected to expand the existing production capacity significantly. This is the second production line since the acquisition in 2020.
The Group has sufficient resources available to continue the development of the technology. This includes both technical expertise and allocated research funds for large-scale testing.
The Group has performed calculations based on expected earnings for HydrogenPro Aps to support the carrying value.
Research costs were expensed as incurred, as only development costs that meet the criteria in IAS 38 are capitalized. The total research costs expensed in 2025 amount to NOK 36.3 million (2024: NOK 15.4 million).
Capitalized Development Cost
As of 31 December 2025, the Group has capitalized NOK 11.7 million related to the development of structured ITB (Invitation to Bid) documentation. This documentation serves as a strategic tool in HydrogenPro\u2019s Supply Chain Strategy, supporting the procurement of electrolyzer components. The ITB documentation facilitates competitive supplier bidding on key sub-supply packages.
The ITB documentation process was initiated in the second half of 2020 and completed by the end of 2021, establishing a framework for future projects. The related costs were capitalized in accordance with IAS 38 as they met the recognition criteria for intangible assets, including the demonstration of probable future economic benefits and the ability to reliably measure the expenditure. The asset has an expected useful life of five years, with depreciation commencing from January 2021, leading to full depreciation by the end of December 2026.
The Group has assessed the carrying value of the capitalized costs and determined that no impairment is required as of 31 December 2025.
Note 3.2\tProperty, plant and equipment
NOK \u2019000 | Plant and machinery | Moveables | Machinery and plant in progress | 2025 Total |
Accumulated cost 01.01.2025 | 75 972 | 6 399 | 29 391 | 111 762 |
Additions | 835 | 61 | 41 414 | 42 310 |
From Machinery and plant in progress | 14 132 | - | -14 132 | - |
Disposals | -4 787 | - | - | -4787 |
Exchange differences | -3 927 | -148 | 354 | -3721 |
Accumulated cost 31.12.2025 | 82 226 | 6 311 | 57 028 | 145 565 |
Accumulated depreciation 01.01.2025 | 20 170 | 2 780 | 0 | 22 950 |
Depreciation for the year | 8 274 | 1 120 | 0 | 9 395 |
Disposals | -2 003 | 0 | 0 | -2003 |
Exchange differences | -736 | -86 | 0 | -822 |
Carrying amount at 31.12.2025 | 56 520 | 2 497 | 57 028 | 116 045 |
Expected useful life | 5-10 years | 5-10 years | ||
Depreciation method | Linear | Linear | ||
NOK \u2019000 | Plant and machinery | Moveables | Machinery and plant in progress | 2024 Total |
Accumulated cost 01.01.2024 | 75 714 | 5 625 | 543 | 81 882 |
Additions | 800 | 466 | 29338 | 30 604 |
From Machinery and plant in progress | 590 | 0 | -590 | 0 |
Disposals | -6 302 | -81 | 0 | -6 383 |
Exchange differences | 5170 | 390 | 100 | 5 660 |
Accumulated cost 31.12.2024 | 75 972 | 6 399 | 29 391 | 111 762 |
Accumulated depreciation 01.01.2024 | 12 267 | 1 457 | 0 | 13 724 |
Depreciation for the year | 8 018 | 1201 | 0 | 9 220 |
Disposals | -835 | -835 | ||
Exchange differences | 720 | 122 | 0 | 842 |
Carrying amount at 31.12.2024 | 55 802 | 3 619 | 29 391 | 88 811 |
Expected useful life | 5-10 years | 5-10 years | ||
Depreciation method | Linear | Linear |
Technology Centre at Her\u00f8ya
The Technology Centre at Her\u00f8ya consists of two containers located near HydrogenPro\u2019s headquarters in Porsgrunn. The containers are classified as plant and machinery and are depreciated on a straight-line basis over five years.
The Group has also invested in a new plant for full-scale testing of its equipment and technology. The total investment of NOK 14.2 million (NOK 5.7 million in 2025 and NOK 8.4 million in 2025) was capitalized in 2025 as plant and machinery and depreciated on a straight-line basis over ten years.
Advanced Surface Plating Line
In 2025, accumulated investments in a new Advanced Surface Plating Line amounted to NOK 57 million (NOK 36.1 million in 2025 and NOK 20.9 million in 2024) in plant and machinery in progress. These costs were incurred as part of the expansion of the manufacturing capacity in Aarhus.
The Company has contractual commitments totaling approximately NOK 60 million in connection with the expansion project. As of the end of 2025, NOK 51 million of these commitments have been delivered, with the remaining balance expected to be delivered during 2026.
HydrogenPro Tianjin Co. Ltd.
In 2025, additions to HydrogenPro Tianjin Co. Ltd. amounted to NOK 0.8 million (2024: 0.6 million) in plant and machinery. These costs were incurred in the production plant facility in Tianjin.
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__62": { "value": "Note 3.3\tRight of use assets
The Group as a Lessee
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
A contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group applies the definition of a lease as outlined in IFRS 16.
As a result of these assessments, the Group has identified leases for the rental contract for office space as leases in accordance with IFRS 16.
The leases do not impose any restrictions on the Group\u2019s dividend policy or financing activities. Additionally, the Group does not have significant residual value guarantees associated with its leases that would require disclosure.
NOK \u2019000 | Buildings | Vehicles | 2025 Total |
Accumulated cost 01.01.2025 | 27 189 | 0 | 27 189 |
Additions | 891 | 891 | |
Remeasurements/Modifications | 3 606 | 3 606 | |
Disposal | 0 | ||
Exchange differences | -1 085 | -1 085 | |
Accumulated cost 31.12.2025 | 30 601 | 0 | 30 601 |
Accumulated depreciation 01.01.2025 | 9 906 | 0 | 9 906 |
Depreciation for the year | 5 457 | 5 457 | |
Disposal | 0 | ||
Exchange differences | -384 | -384 | |
Carrying amount at 31.12.2025 | 15 622 | 0 | 15 622 |
Expected useful life | 2 -8 years | ||
Depreciation method | Linear | ||
NOK \u2019000 | Buildings | Vehicles | 2024 Total |
Accumulated cost 01.01.2024 | 31 039 | 334 | 31 373 |
Additions | 7 610 | 0 | 7 610 |
Disposal | -12 887 | -334 | -13 221 |
Exchange differences | 1 427 | 0 | 1 427 |
Accumulated cost 31.12.2024 | 27 189 | 0 | 27 189 |
Accumulated depreciation 01.01.2024 | 10 584 | 334 | 10 918 |
Depreciation for the year | 6 525 | 0 | 6 525 |
Disposal | -7 615 | -334 | -7 949 |
Exchange differences | 412 | 0 | 412 |
Carrying amount at 31.12.2024 | 17 283 | 0 | 17 283 |
Expected useful life | 2 -8 years | ||
Depreciation method | Linear |
Lease liabilities
NOK \u2019000 | 2025 | 2024 |
Balance as of 01.01. | 17 956 | 20 361 |
Additions | 891 | 2 088 |
Remeasurements/Modifications | 3 606 | |
Lease payments | -6 013 | -6 550 |
Accretions of interest | 770 | 1 036 |
Exchange differences | -730 | 1 021 |
Carrying amount at 31.12. | 16 479 | 17 956 |
Undiscounted Lease Liabilities and Maturity of Cash Outflows
NOK \u2019000 | 2025 | 2024 |
Less than 1 year | 5 778 | 5 651 |
1-3 years | 10 701 | 10 193 |
4-5 years | - | 2 112 |
Total lease liabilities as of 31.12. | 16 479 | 17 956 |
Variable Lease Payments
In addition to the lease liabilities above, the Group is committed to paying variable lease payments for certain leases. These variable lease payments are recognized as expenses as incurred.
Short-term Leases and Leases of Low-Value Assets
The Group has elected to apply the practical expedient provided by IFRS 16, treating short-term leases and leases of low-value assets outside the scope of IFRS 16. These leases are not included in the lease liabilities recognized on the balance sheet.
Note 3.4\tOther non-current receivables
NOK \u2019000 | 2025 | 2024 |
Receivables from associated companies | 1 098 | 2 725 |
Other receivables | 995 | 775 |
Financial investment | 12 095 | 34 060 |
Carrying amount at 31.12 | 14 188 | 37 560 |
Financial Investments
NOK \u2019000 | 2025 | 2024 |
Opening balance 1. January | 34 060 | 30 517 |
Fair Value Adjustment | -18 421 | - |
Translation effect | -3 544 | 3 543 |
Balance at 31 December | 12 095 | 34 060 |
In October 2021, the Company entered into a Convertible Promissory Note Purchase Agreement with DG Fuels LLC (\u201cDG Fuels\u201d) and purchased a convertible promissory note with a principal balance of $3.0 million / NOK 30 million (the \u201cDG Fuels Note\u201d). The maturity date of each DG Fuels Note is June 2027.
The DG Fuels Note carries an annual interest rate of 10% and, under certain conditions, may be converted into a variable number of equity instruments at a future date.
The derivative financial instrument related to the DG Fuels Note is recorded as a non-current asset in the consolidated balance sheet.
The instrument is measured at fair value through profit or loss (FVTPL) in accordance with IFRS 9, as it does not meet the criteria for solely payments of principal and interest (SPPI). It is classified within Level 3 of the fair value hierarchy under IFRS 13 due to the use of unobservable inputs in its valuation.
As of the reporting date, the fair value of the note has been reassessed using a methodology consistent with Level 3 valuation techniques. The updated valuation reflects factors such as credit risk, illiquidity, strategic considerations, and marketability constraints. It also takes into account the Group\u2019s investment strategy and current project developments.
The reassessment resulted in a reduction in the carrying value of the investment. This adjustment reflects the early-stage nature of DG Fuels\u2019 operations and ongoing funding challenges. The resulting fair value change has been recognized in the income statement under \u201cNet financial items.\u201d
For the reconciliation of financial instruments, see Note 6.1.
Note 3.4\tOther non-current receivables
NOK \u2019000 | 2025 | 2024 |
Receivables from associated companies | 1 098 | 2 725 |
Other receivables | 995 | 775 |
Financial investment | 12 095 | 34 060 |
Carrying amount at 31.12 | 14 188 | 37 560 |
Financial Investments
NOK \u2019000 | 2025 | 2024 |
Opening balance 1. January | 34 060 | 30 517 |
Fair Value Adjustment | -18 421 | - |
Translation effect | -3 544 | 3 543 |
Balance at 31 December | 12 095 | 34 060 |
In October 2021, the Company entered into a Convertible Promissory Note Purchase Agreement with DG Fuels LLC (\u201cDG Fuels\u201d) and purchased a convertible promissory note with a principal balance of $3.0 million / NOK 30 million (the \u201cDG Fuels Note\u201d). The maturity date of each DG Fuels Note is June 2027.
The DG Fuels Note carries an annual interest rate of 10% and, under certain conditions, may be converted into a variable number of equity instruments at a future date.
The derivative financial instrument related to the DG Fuels Note is recorded as a non-current asset in the consolidated balance sheet.
The instrument is measured at fair value through profit or loss (FVTPL) in accordance with IFRS 9, as it does not meet the criteria for solely payments of principal and interest (SPPI). It is classified within Level 3 of the fair value hierarchy under IFRS 13 due to the use of unobservable inputs in its valuation.
As of the reporting date, the fair value of the note has been reassessed using a methodology consistent with Level 3 valuation techniques. The updated valuation reflects factors such as credit risk, illiquidity, strategic considerations, and marketability constraints. It also takes into account the Group\u2019s investment strategy and current project developments.
The reassessment resulted in a reduction in the carrying value of the investment. This adjustment reflects the early-stage nature of DG Fuels\u2019 operations and ongoing funding challenges. The resulting fair value change has been recognized in the income statement under \u201cNet financial items.\u201d
For the reconciliation of financial instruments, see Note 6.1.
The instrument is measured at fair value through profit or loss (FVTPL) in accordance with IFRS 9, as it does not meet the criteria for solely payments of principal and interest (SPPI). It is classified within Level 3 of the fair value hierarchy under IFRS 13 due to the use of unobservable inputs in its valuation.
As of the reporting date, the fair value of the note has been reassessed using a methodology consistent with Level 3 valuation techniques. The updated valuation reflects factors such as credit risk, illiquidity, strategic considerations, and marketability constraints. It also takes into account the Group\u2019s investment strategy and current project developments.
The reassessment resulted in a reduction in the carrying value of the investment. This adjustment reflects the early-stage nature of DG Fuels\u2019 operations and ongoing funding challenges. The resulting fair value change has been recognized in the income statement under \u201cNet financial items.\u201d
For the reconciliation of financial instruments, see Note 6.1.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__67": { "value": "Note 4.1\tOverview of group
Company | Country of incorporation | Main operations | Ownership interest 2025 | Voting power 2025 | Ownership interest 2024 | Votingpower 2024 |
HydrogenPro ApS | Denmark | Technology industries | 100% | 100% | 100% | 100% |
HydrogenPro Tianjin CO Ltd2) | China | Technology industries | 75% | 75% | 75% | 75% |
HydrogenPro Shanghai CO Ltd | China | Technology industries | 100% | 100% | 100% | 100% |
Kvina Energy AS | Norway | Technology industries | 50% | 50% | 50% | 50% |
HydrogenPro Inc | USA | Technology industries | 100% | 100% | 100% | 100% |
HydrogenPro France1) | France | Technology industries | 100% | 100% | 100% | 100% |
HydrogenPro GmbH | Germany | Technology industries | 100% | 100% | 100% | 100% |
1)\tThe company is excluded from the consolidation as this is a company without significant assets or operating assets that provides services to the group that would have been.
2)\tIn November 2025, Hydrogen entered into an agreement with the minority shareholders of HydrogenPro Tianjin to acquire the remaining 25% of the shares in Tianjin. The transfer was finalized in January 2026.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCompositionOfGroupExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__68": { "value": "Note 4.2\tBusiness combination
The company had no significant business combinations during the year.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__69": { "value": "Note 5.1\tInventory
As of 31 December 2025, inventories comprise purchased raw materials, work in progress (semi-finished goods) and finished goods. The raw materials include parts that are integrated into the final finished goods. Work in progress represents partially completed products awaiting further processing. Finished goods are completed products that are ready for sale but for which control remains with the Group until the product is sold or transferred.
NOK \u2019000 | 2025 | 2024 |
Finished goods | 2 932 | 6 346 |
Raw material | 17 759 | 15 605 |
Work in progress | - | 5 558 |
Balance as of 31.12 | 20 691 | 27 509 |
Measurement and Costing Method
Inventories are measured at the lower of cost and net realizable value, in compliance with IAS 2 \u2013 Inventories. The cost of inventory includes all costs of purchase, conversion, and other costs incurred in bringing the inventory to its present location and condition. Net realizable value represents the estimated selling price of the inventory in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
The Company measures its raw materials inventory using the weighted average cost method, where the cost is determined by averaging the costs of all units available during the reporting period. Raw materials are valued at the lower of cost or net realizable value, with any necessary write-downs recognized as an expense.
Obsolescence
Obsolescence of inventories is assessed regularly, and provisions are made for any inventories that have declined in value or are no longer expected to be sold. As of 31 December 2025, no has been recognized for obsolete goods. Inventory write-down in 2024 was NOK 0.0 million.
Measurement and Costing Method
Inventories are measured at the lower of cost and net realizable value, in compliance with IAS 2 \u2013 Inventories. The cost of inventory includes all costs of purchase, conversion, and other costs incurred in bringing the inventory to its present location and condition. Net realizable value represents the estimated selling price of the inventory in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
The Company measures its raw materials inventory using the weighted average cost method, where the cost is determined by averaging the costs of all units available during the reporting period. Raw materials are valued at the lower of cost or net realizable value, with any necessary write-downs recognized as an expense.
Obsolescence
Obsolescence of inventories is assessed regularly, and provisions are made for any inventories that have declined in value or are no longer expected to be sold. As of 31 December 2025, no has been recognized for obsolete goods. Inventory write-down in 2024 was NOK 0.0 million.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__71": { "value": "Note 5.2\tTrade and other receivables
Trade receivables
NOK \u2019000 | 2025 | 2024 |
Total trade receivables (Gross) | 7 036 | 115 292 |
Allowance for expected credit losses | 3 640 | - |
Balance as of 31.12 | 3 396 | 115 292 |
Other short terms receivables
NOK \u2019000 | 2025 | 2024 |
Pre-paid costs | 4 054 | 4 342 |
Pre-paid raw material | 2 | 1 581 |
Tax Credit Receivable VAT net receivables | 11 857 10 573 | - 17 857 |
Other current receivables | 4 761 | 8 625 |
Balance as of 31.12 | 31 248 | 32 405 |
Note 5.3\tContract assets and liabilities
Contract Balances
HydrogenPro\u2019s equipment contracts with customers typically include milestone-based payments with variable structures. Payments are invoiced when specific criteria are met, such as contract acceptance, major supplier purchases, delivery/shipment, and installation/commissioning.
The payment structure of the contracts typically results in advance payments and progress billings exceeding the satisfaction of performance obligations in progress, resulting in a net contract liability. On the other hand, if the group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Contract Assets
A contract asset represents the Group\u2019s right to consideration for goods or services transferred to a customer before payment is received or due. When performance obligations are met before invoicing, the earned but conditional consideration is recognized as a contract asset.
At each balance sheet date, the cumulative costs incurred and recognized profit/losses on contracts are compared to advances and progress billings:
If cumulative costs plus recognized profits exceed advances and billings, the balance is recorded as \u201ccontract assets\u201d (due from customers on construction contracts).
When the contract asset becomes an unconditional right to payment, it is reclassified as trade receivables, typically upon invoicing.
Contract assets
NOK \u2019000 | 2025 | 2024 |
Balances as of 01.01 | 15 272 | 65 836 |
Transfers from contract assets recognised at the beginning of the period to receivables | -15 263 | -51 442 |
Impairment of contract assets | - | -1 380 |
Increases due to measure of progress in the period | 12 998 | 2 258 |
Balances as of 31.12 | 13 007 | 15 272 |
Contract Liabilities
A contract liability is the Group\u2019s obligation to transfer goods or services to a customer for which the group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the group transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the group performs under the contract. Where advances and progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts within \u201ccontract liabilities\u201d.
Contract liabilities
NOK \u2019000 | 2025 | 2024 |
Balances as of 01.01 | 916 | 49 641 |
Revenue from amounts included in contract liabilities at the beginning of the period | -916 | -49 641 |
Billing and advances received not recognised as revenue in the period | 373 | 916 |
Balances as of 31.12 | 373 | 916 |
Note 5.4\tOther current liabilities
NOK \u2019000 | 2025 | 2024 |
Warranties | 14 724 | 14 308 |
Project related liabillities | 24 080 | 78 890 |
Other liabilities | 34 404 | 43 754 |
Balance as of 31.12 | 73 208 | 136 952 |
Provision for warranty
The Group\u2019s warranty to customers is limited to the provision of replacement parts and services and generally expires two years from the date of delivery or contract completion. The warranty period generally does not exceed 24 months. However, some contracts may include extended warranty periods of up to 3 years. The Group\u2019s warranty obligation arises both from contractual commitments and from liabilities under applicable laws.
Estimated warranty obligations are recognized in the period in which related revenue is recognized. The Group estimates and records a provision for warranty-related costs, primarily based on industry benchmarks, projected failure rates, and expected material and labor costs. While historical data is limited, the Group has used external industry data, including data from comparable peers, to estimate warranty costs. These estimates take into account the expected timing of warranty claims, with approximately 60% of claims expected within 12 months and 40% anticipated beyond 12 months. Non-current warranty provision of NOK 9.8 million (2024: NOK 9.5 million) is included in non-current liabilities.
Accounting for warranties requires the Group to make assumptions and apply judgment in estimating the product failure rates and the expected material and labor costs. The Group adjusts the warranty accruals as new warranty claim data becomes available, including changes in failure rates or repair costs. If actual warranty claims differ from these assumptions and judgments, such as higher failure rates or unforeseen repair costs, the Group may be exposed to material gains or losses.
The Group will continue to assess the adequacy of the warranty provision as more data becomes available and may adjust the provision accordingly.
NOK \u2019000 | 2025 | 2024 |
Opening balance 1.1 | 23 846 | 16 962 |
Additions | 1 586 | 5 509 |
Reversals | -895 | - |
Foreign exchange effect | - | 1 376 |
Closing balance as of 31.12 | 24 537 | 23 846 |
Non-current liabilities | 9 814 | 9 538 |
Other current liabilities | 14 724 | 14 308 |
Note 6.1\tOverview of financial instruments and risk management
Overview
Through its activities, the Group is exposed to various types of financial risks, including market risk, credit risk, and liquidity risk. This note provides information on the Group\u2019s exposure to these risks, as well as its objectives, policies, and procedures for risk management. It also outlines the Group\u2019s approach to capital management. Additional quantitative information is included in these consolidated financial statements. The Group\u2019s overarching risk management objective is to ensure sufficient liquidity at all times, enabling it to meet its obligations as they fall due. The Group does not have any external bank borrowings and, consequently, is not subject to any financial covenants related to such borrowings. Risk management is overseen by the Group\u2019s operational executives, including the CEO and CFO, in collaboration with the Board of Directors. Their responsibilities include identifying, assessing, mitigating, and reporting financial risks in close coordination with the various operating units. Risk management policies and procedures are reviewed regularly to account for changes in market conditions and the Group\u2019s business activities.
Capital Management
The Group\u2019s primary objective is to maximize shareholder value while ensuring its ability to sustain operations. To achieve this, the Group aims to maintain a capital structure that optimally balances financial flexibility with market conditions. The Group continuously assesses its financial position and future outlook in the short to medium term, making necessary adjustments to its capital structure as required. This approach ensures the Group remains well-positioned to support its strategic objectives and operational needs.
Financial instruments by category \u2013 2025
NOK \u2019000 | Financial assets measured at amortized cost | Financial liabilities measured at amortized cost | Financial Investment measured at fair value throgh profit and loss | Total carrying amount 31.12.2025 |
Other non-current receivables | 2 093 | - | - | 2 093 |
Financial investment | - | - | 12 095 | 12 095 |
Trade receivable | 3 396 | - | - | 3 396 |
Cash and cash deposits | 102 244 | - | - | 102 244 |
Total financial assets | 107 733 | 12 095 | 119 828 | |
Non-current lease liabilities | - | 10 701 | - | 10 701 |
Trade and other payables | - | 14 921 | - | 14 921 |
Current lease liabilities | - | 5 778 | - | 5 778 |
Total financial liabilities | - | 31 400 | - | 31 400 |
Maturity Analysis of financial liabilities - 2025
NOK \u2019000 | Due within 1 year | Due between 1 and 3 years | Due later than 3 year | Total |
Non-current lease liabilities | - | 10 701 | 0 | 10 701 |
Trade and other payables | 14 921 | - | - | 14 921 |
Current lease liabilities | 5 778 | - | - | 5 778 |
Total financial liabilities | 20 700 | 10 701 | 0 | 31 400 |
Financial instruments by category \u2013 2024
NOK \u2019000 | Financial assets measured at amortized cost | Financial liabilities measured at amortized cost | Financial Investment measured at fair value throgh profit and loss | Total carrying amount 31.12.2024 |
Other non-current receivables | 3 500 | - | - | 3 499 |
Financial investment | - | - | 34 060 | 34 060 |
Trade receivable | 115 292 | - | - | 115 292 |
Cash and cash deposits | 191 216 | - | - | 191 216 |
Total financial assets | 310 008 | 34 060 | 344 067 | |
Non-current lease liabilities | - | 12 305 | - | 12 305 |
Trade and other payables | - | 59 361 | - | 59 361 |
Current lease liabilities | - | 5 651 | - | 5 651 |
Total financial liabilities | - | 77 316 | - | 77 317 |
Maturity Analysis of financial liabilities - 2024
NOK \u2019000 | Due within 1 year | Due between 1 and 3 years | Due later than 3 year | Total |
Non-current lease liabilities | - | 10 193 | 2 112 | 12 305 |
Trade and other payables | 59 361 | - | - | 59 361 |
Current lease liabilities | 5 651 | - | - | 5 651 |
Total financial liabilities | 65 012 | 10 193 | 2 112 | 77 317 |
Financialinvestment details are presented in Note 3.4.
Financial Risk Management
The Group takes a proactive approach to identifying risks and implementing risk-mitigation measures where practical and appropriate.
Below is a description of the Group\u2019s key financial risks:
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument may fail to meet its obligations, resulting in a financial loss for the Group.
The Group is exposed to credit risk in the course of its ordinary business activities, primarily in relation to trade receivables and cash and cash equivalents. However, as the Group\u2019s customer base primarily consists of large industrial companies, the credit risk associated with trade receivables is considered limited.
The following table provides information about the exposure to credit risk for trade receivables from customers as of 31 December:
2025 | 2024 | |||
NOK \u2019000 | Gross carrying Amount | Provision bad debt | Gross carrying Amount | Provision bad debt |
Current (not past due) | 5 021 | - | 60 | - |
1-30 days past due | -1 625 | - | 921 | - |
31-60 days past due | - | - | 3 468 | - |
60-260 days past due | - | - | 8 132 | - |
More than one year past due | 3 640 | 3 640 | 102 711 | - |
Total | 7 036 | 3 640 | 115 292 | - |
At the reporting date, approximately 52% of the Group\u2019s past-due trade receivables relate to two customers, and these balances are more than one year overdue.
In accordance with the Group\u2019s expected credit loss (ECL) model under IFRS\u00a09, these receivables have been assessed individually due to their size, ageing, and specific risk characteristics. The assessment indicates a significant risk of non-recovery, and the Group has therefore recognised a 100% lifetime ECL provision against these balances.
The Group continues to pursue collection activities; however, no collateral is held and no material recoveries are expected based on current information.
Liquidity Risk
Liquidity risk refers to the risk that the Group may encounter difficulties in meeting its financial obligations as they fall due, requiring cash or other financial assets for settlement.
The Group manages its liquidity prudently, implementing policies and controls to ensure that sufficient cash and cash equivalents are available to meet both short- and long-term financial commitments. Liquidity forecasts are regularly reviewed against the contractual maturities of financial liabilities, including lease obligations. Further details on financial liabilities are provided in Note 5.4, with all liabilities due within one year
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. The Group\u2019s primary market risks include foreign exchange risk and raw material price risk.
Foreign Exchange Risk
The Group\u2019s functional currency is NOK. However, as the Group operates globally, it is exposed to currency fluctuations, primarily related to USD, EUR, and CNY. This risk is further amplified by the long-term nature of customer contracts. While the Company closely monitors its currency exposure, it has not yet entered into financial instruments to hedge against foreign exchange risk.
The Group\u2019s exposure to foreign currency risk arises from:
Revenue transactions in USD and EUR.
Expenses denominated in CNY, EUR, USD, NOK, and DKK, impacting the Group\u2019s cost structure and margins.
Monetary assets and liabilities denominated in foreign currencies, leading to potential exchange rate gains or losses.
A sensitivity analysis has been conducted to assess the potential impact of exchange rate fluctuations on the Group\u2019s financial statements. The analysis considers a reasonable change in the exchange rates of the key foreign currencies against NOK, with all other variables held constant.
The estimated impact on profit or loss for the year is as follows:
A 10% appreciation of NOK against EUR and the USD would result in a decrease in revenue and net profit of approximately NOK 8.3 million.
A 10% depreciation of NOK against EUR and the USD would result in an increase in revenue and net profit of approximately NOK 8.3 million.
Similar movements in CNY, and DKK would impact expenses, leading to fluctuations in the Group\u2019s operating results.
As the Group does not apply hedging instruments to mitigate foreign currency risk, it actively monitors exchange rate developments and considers adjustments to its pricing strategy and cost management approach to manage the impact of foreign currency fluctuations. Additionally, the Group evaluates the potential benefits of implementing risk management strategies in the future.
Given the significance of foreign currency risk to the Group\u2019s financial performance, management continuously assesses the risk and evaluates potential measures, including natural hedging strategies or financial instruments, to mitigate adverse exchange rate fluctuations in the future
Raw Material Risk
Fluctuations in commodity prices, particularly for steel and nickel, may have a financial impact on the Group. Although the Group has not yet implemented financial hedging strategies, it seeks to partially mitigate price risk through agreements with suppliers or agents.
Note 6.1\tOverview of financial instruments and risk management
Overview
Through its activities, the Group is exposed to various types of financial risks, including market risk, credit risk, and liquidity risk. This note provides information on the Group\u2019s exposure to these risks, as well as its objectives, policies, and procedures for risk management. It also outlines the Group\u2019s approach to capital management. Additional quantitative information is included in these consolidated financial statements. The Group\u2019s overarching risk management objective is to ensure sufficient liquidity at all times, enabling it to meet its obligations as they fall due. The Group does not have any external bank borrowings and, consequently, is not subject to any financial covenants related to such borrowings. Risk management is overseen by the Group\u2019s operational executives, including the CEO and CFO, in collaboration with the Board of Directors. Their responsibilities include identifying, assessing, mitigating, and reporting financial risks in close coordination with the various operating units. Risk management policies and procedures are reviewed regularly to account for changes in market conditions and the Group\u2019s business activities.
Capital Management
The Group\u2019s primary objective is to maximize shareholder value while ensuring its ability to sustain operations. To achieve this, the Group aims to maintain a capital structure that optimally balances financial flexibility with market conditions. The Group continuously assesses its financial position and future outlook in the short to medium term, making necessary adjustments to its capital structure as required. This approach ensures the Group remains well-positioned to support its strategic objectives and operational needs.
Financial instruments by category \u2013 2025
NOK \u2019000 | Financial assets measured at amortized cost | Financial liabilities measured at amortized cost | Financial Investment measured at fair value throgh profit and loss | Total carrying amount 31.12.2025 |
Other non-current receivables | 2 093 | - | - | 2 093 |
Financial investment | - | - | 12 095 | 12 095 |
Trade receivable | 3 396 | - | - | 3 396 |
Cash and cash deposits | 102 244 | - | - | 102 244 |
Total financial assets | 107 733 | 12 095 | 119 828 | |
Non-current lease liabilities | - | 10 701 | - | 10 701 |
Trade and other payables | - | 14 921 | - | 14 921 |
Current lease liabilities | - | 5 778 | - | 5 778 |
Total financial liabilities | - | 31 400 | - | 31 400 |
Maturity Analysis of financial liabilities - 2025
NOK \u2019000 | Due within 1 year | Due between 1 and 3 years | Due later than 3 year | Total |
Non-current lease liabilities | - | 10 701 | 0 | 10 701 |
Trade and other payables | 14 921 | - | - | 14 921 |
Current lease liabilities | 5 778 | - | - | 5 778 |
Total financial liabilities | 20 700 | 10 701 | 0 | 31 400 |
Financial instruments by category \u2013 2024
NOK \u2019000 | Financial assets measured at amortized cost | Financial liabilities measured at amortized cost | Financial Investment measured at fair value throgh profit and loss | Total carrying amount 31.12.2024 |
Other non-current receivables | 3 500 | - | - | 3 499 |
Financial investment | - | - | 34 060 | 34 060 |
Trade receivable | 115 292 | - | - | 115 292 |
Cash and cash deposits | 191 216 | - | - | 191 216 |
Total financial assets | 310 008 | 34 060 | 344 067 | |
Non-current lease liabilities | - | 12 305 | - | 12 305 |
Trade and other payables | - | 59 361 | - | 59 361 |
Current lease liabilities | - | 5 651 | - | 5 651 |
Total financial liabilities | - | 77 316 | - | 77 317 |
Maturity Analysis of financial liabilities - 2024
NOK \u2019000 | Due within 1 year | Due between 1 and 3 years | Due later than 3 year | Total |
Non-current lease liabilities | - | 10 193 | 2 112 | 12 305 |
Trade and other payables | 59 361 | - | - | 59 361 |
Current lease liabilities | 5 651 | - | - | 5 651 |
Total financial liabilities | 65 012 | 10 193 | 2 112 | 77 317 |
Financialinvestment details are presented in Note 3.4.
Financial Risk Management
The Group takes a proactive approach to identifying risks and implementing risk-mitigation measures where practical and appropriate.
Below is a description of the Group\u2019s key financial risks:
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument may fail to meet its obligations, resulting in a financial loss for the Group.
The Group is exposed to credit risk in the course of its ordinary business activities, primarily in relation to trade receivables and cash and cash equivalents. However, as the Group\u2019s customer base primarily consists of large industrial companies, the credit risk associated with trade receivables is considered limited.
The following table provides information about the exposure to credit risk for trade receivables from customers as of 31 December:
2025 | 2024 | |||
NOK \u2019000 | Gross carrying Amount | Provision bad debt | Gross carrying Amount | Provision bad debt |
Current (not past due) | 5 021 | - | 60 | - |
1-30 days past due | -1 625 | - | 921 | - |
31-60 days past due | - | - | 3 468 | - |
60-260 days past due | - | - | 8 132 | - |
More than one year past due | 3 640 | 3 640 | 102 711 | - |
Total | 7 036 | 3 640 | 115 292 | - |
At the reporting date, approximately 52% of the Group\u2019s past-due trade receivables relate to two customers, and these balances are more than one year overdue.
In accordance with the Group\u2019s expected credit loss (ECL) model under IFRS\u00a09, these receivables have been assessed individually due to their size, ageing, and specific risk characteristics. The assessment indicates a significant risk of non-recovery, and the Group has therefore recognised a 100% lifetime ECL provision against these balances.
The Group continues to pursue collection activities; however, no collateral is held and no material recoveries are expected based on current information.
Liquidity Risk
Liquidity risk refers to the risk that the Group may encounter difficulties in meeting its financial obligations as they fall due, requiring cash or other financial assets for settlement.
The Group manages its liquidity prudently, implementing policies and controls to ensure that sufficient cash and cash equivalents are available to meet both short- and long-term financial commitments. Liquidity forecasts are regularly reviewed against the contractual maturities of financial liabilities, including lease obligations. Further details on financial liabilities are provided in Note 5.4, with all liabilities due within one year
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. The Group\u2019s primary market risks include foreign exchange risk and raw material price risk.
Foreign Exchange Risk
The Group\u2019s functional currency is NOK. However, as the Group operates globally, it is exposed to currency fluctuations, primarily related to USD, EUR, and CNY. This risk is further amplified by the long-term nature of customer contracts. While the Company closely monitors its currency exposure, it has not yet entered into financial instruments to hedge against foreign exchange risk.
The Group\u2019s exposure to foreign currency risk arises from:
Revenue transactions in USD and EUR.
Expenses denominated in CNY, EUR, USD, NOK, and DKK, impacting the Group\u2019s cost structure and margins.
Monetary assets and liabilities denominated in foreign currencies, leading to potential exchange rate gains or losses.
A sensitivity analysis has been conducted to assess the potential impact of exchange rate fluctuations on the Group\u2019s financial statements. The analysis considers a reasonable change in the exchange rates of the key foreign currencies against NOK, with all other variables held constant.
The estimated impact on profit or loss for the year is as follows:
A 10% appreciation of NOK against EUR and the USD would result in a decrease in revenue and net profit of approximately NOK 8.3 million.
A 10% depreciation of NOK against EUR and the USD would result in an increase in revenue and net profit of approximately NOK 8.3 million.
Similar movements in CNY, and DKK would impact expenses, leading to fluctuations in the Group\u2019s operating results.
As the Group does not apply hedging instruments to mitigate foreign currency risk, it actively monitors exchange rate developments and considers adjustments to its pricing strategy and cost management approach to manage the impact of foreign currency fluctuations. Additionally, the Group evaluates the potential benefits of implementing risk management strategies in the future.
Given the significance of foreign currency risk to the Group\u2019s financial performance, management continuously assesses the risk and evaluates potential measures, including natural hedging strategies or financial instruments, to mitigate adverse exchange rate fluctuations in the future
Raw Material Risk
Fluctuations in commodity prices, particularly for steel and nickel, may have a financial impact on the Group. Although the Group has not yet implemented financial hedging strategies, it seeks to partially mitigate price risk through agreements with suppliers or agents.
Capital Management
The Group\u2019s primary objective is to maximize shareholder value while ensuring its ability to sustain operations. To achieve this, the Group aims to maintain a capital structure that optimally balances financial flexibility with market conditions. The Group continuously assesses its financial position and future outlook in the short to medium term, making necessary adjustments to its capital structure as required. This approach ensures the Group remains well-positioned to support its strategic objectives and operational needs.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__77": { "value": "Credit Risk
Credit risk is the risk that a counterparty to a financial instrument may fail to meet its obligations, resulting in a financial loss for the Group.
The Group is exposed to credit risk in the course of its ordinary business activities, primarily in relation to trade receivables and cash and cash equivalents. However, as the Group\u2019s customer base primarily consists of large industrial companies, the credit risk associated with trade receivables is considered limited.
The following table provides information about the exposure to credit risk for trade receivables from customers as of 31 December:
2025 | 2024 | |||
NOK \u2019000 | Gross carrying Amount | Provision bad debt | Gross carrying Amount | Provision bad debt |
Current (not past due) | 5 021 | - | 60 | - |
1-30 days past due | -1 625 | - | 921 | - |
31-60 days past due | - | - | 3 468 | - |
60-260 days past due | - | - | 8 132 | - |
More than one year past due | 3 640 | 3 640 | 102 711 | - |
Total | 7 036 | 3 640 | 115 292 | - |
At the reporting date, approximately 52% of the Group\u2019s past-due trade receivables relate to two customers, and these balances are more than one year overdue.
In accordance with the Group\u2019s expected credit loss (ECL) model under IFRS\u00a09, these receivables have been assessed individually due to their size, ageing, and specific risk characteristics. The assessment indicates a significant risk of non-recovery, and the Group has therefore recognised a 100% lifetime ECL provision against these balances.
The Group continues to pursue collection activities; however, no collateral is held and no material recoveries are expected based on current information.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__78": { "value": "Liquidity Risk
Liquidity risk refers to the risk that the Group may encounter difficulties in meeting its financial obligations as they fall due, requiring cash or other financial assets for settlement.
The Group manages its liquidity prudently, implementing policies and controls to ensure that sufficient cash and cash equivalents are available to meet both short- and long-term financial commitments. Liquidity forecasts are regularly reviewed against the contractual maturities of financial liabilities, including lease obligations. Further details on financial liabilities are provided in Note 5.4, with all liabilities due within one year
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__79": { "value": "Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. The Group\u2019s primary market risks include foreign exchange risk and raw material price risk.
Foreign Exchange Risk
The Group\u2019s functional currency is NOK. However, as the Group operates globally, it is exposed to currency fluctuations, primarily related to USD, EUR, and CNY. This risk is further amplified by the long-term nature of customer contracts. While the Company closely monitors its currency exposure, it has not yet entered into financial instruments to hedge against foreign exchange risk.
The Group\u2019s exposure to foreign currency risk arises from:
Revenue transactions in USD and EUR.
Expenses denominated in CNY, EUR, USD, NOK, and DKK, impacting the Group\u2019s cost structure and margins.
Monetary assets and liabilities denominated in foreign currencies, leading to potential exchange rate gains or losses.
A sensitivity analysis has been conducted to assess the potential impact of exchange rate fluctuations on the Group\u2019s financial statements. The analysis considers a reasonable change in the exchange rates of the key foreign currencies against NOK, with all other variables held constant.
The estimated impact on profit or loss for the year is as follows:
A 10% appreciation of NOK against EUR and the USD would result in a decrease in revenue and net profit of approximately NOK 8.3 million.
A 10% depreciation of NOK against EUR and the USD would result in an increase in revenue and net profit of approximately NOK 8.3 million.
Similar movements in CNY, and DKK would impact expenses, leading to fluctuations in the Group\u2019s operating results.
As the Group does not apply hedging instruments to mitigate foreign currency risk, it actively monitors exchange rate developments and considers adjustments to its pricing strategy and cost management approach to manage the impact of foreign currency fluctuations. Additionally, the Group evaluates the potential benefits of implementing risk management strategies in the future.
Given the significance of foreign currency risk to the Group\u2019s financial performance, management continuously assesses the risk and evaluates potential measures, including natural hedging strategies or financial instruments, to mitigate adverse exchange rate fluctuations in the future
Raw Material Risk
Fluctuations in commodity prices, particularly for steel and nickel, may have a financial impact on the Group. Although the Group has not yet implemented financial hedging strategies, it seeks to partially mitigate price risk through agreements with suppliers or agents.
Note 6.2\tCash and bank deposits
NOK \u2019000 | 2025 | 2024 |
Short-term bank deposits | 102 244 | 191 216 |
Cash and bank deposits in the balance sheet | 102 244 | 191 216 |
For the purpose of the statement of cash flows, cash and cash deposits comprise the following at 31 December:
The Group has no credit facilities.
2025 | 2024 | |
Restricted bank deposit | 4 771 | 4 281 |
Note 6.2\tCash and bank deposits
NOK \u2019000 | 2025 | 2024 |
Short-term bank deposits | 102 244 | 191 216 |
Cash and bank deposits in the balance sheet | 102 244 | 191 216 |
For the purpose of the statement of cash flows, cash and cash deposits comprise the following at 31 December:
The Group has no credit facilities.
2025 | 2024 | |
Restricted bank deposit | 4 771 | 4 281 |
Note 6.3\tShare capital and shareholders
The 20 main shareholders at 31.12.25 are:
Shareholder | Number of shares | Ownership interest |
Clearstream Banking S.A. | 16 646 917 | 17.43% |
UniCredit Bank Austria AG | 15 994 036 | 16.74% |
Deutsche Bank Aktiengesellschaft | 12 703 209 | 13.30% |
Mitsubishi heavy Industries Ltd | 11 731 165 | 12.28% |
TM Holding AS | 9 635 182 | 10.09% |
Richard Espeseth | 7 932 300 | 8.30% |
Avanza Bank AB | 2 547 838 | 2.67% |
Vivian Espeseth | 1 860 000 | 1.95% |
Enern Invest AS | 1 408 433 | 1.47% |
Tor Danielsen | 1 303 872 | 1.36% |
Nordea Bank Abp | 1 244 436 | 1.30% |
BNP Paribas | 732 314 | 0.77% |
Morgan Stanley & Co. Int. Plc. | 730 939 | 0.77% |
Nordea Bank Abp | 685 776 | 0.72% |
Arild Hansen | 650 000 | 0.68% |
Skandinaviska Enskilda Banken AB | 559 786 | 0.59% |
Saxo Bank A/S | 518 065 | 0.54% |
Caceis Bank | 472 937 | 0.50% |
LJM As | 385 000 | 0.40% |
KBC Bank NV | 376 648 | 0.39% |
Total | 88 118 853 | 92.25% |
Total other shareholders | 7 406 036 | 7.75% |
Total number of shares | 95 524 889 | 100.00% |
As of 31 December 2025, the group\u2019s share capital was TNOK 1 910 (1 402), consisting of 95 524 889 (70 121 680) shares, each with a value of NOK 0.02 (0.02)
Note 6.4\tEarnings per share
Earnings per share (EPS) is calculated by dividing the profit or loss for the year attributable to equity holders of the parent company by the weighted average number of ordinary shares outstanding during the reporting period.
Diluted earnings per share consider the same calculation as basic EPS but includes the effect of all potential shares with a dilutive impact that were outstanding during the period. Potential shares typically arise from instruments or agreements that confer the right to issue additional shares in the future, such as share options. Share options are excluded from the diluted EPS calculation if their inclusion would have an anti-dilutive effect.
NOK \u2019000 | 2025 | 2024 |
Basic earnings per share | ||
Profit/(loss) for the the year attributable to ordinary shares | -233 115 | -196 061 |
Issued shares as of 1 January | 70 121 680 | 63 300 046 |
Share issued | 25 403 209 | 6 821 634 |
Issued ordinary shares at 31 December | 95 524 889 | 70 121 680 |
Effect of weighting | -7 064 967 | -1 843 179 |
Weighted average number of shares outstanding for the purpose of basic earnings per share | 88 459 922 | 68 278 501 |
Basic earnings per share for income attributable to the equity holder of the parent company | -2.64 | -2.87 |
Diluted earnings per share | ||
Weighted average number of shares outstanding for the purpose of diluted earnings per share | 88 459 922 | 68 278 501 |
Diluted earnings per share for income attributable to the equity holder of the parent company | -2.64 | -2.87 |
Note 6.4\tEarnings per share
Earnings per share (EPS) is calculated by dividing the profit or loss for the year attributable to equity holders of the parent company by the weighted average number of ordinary shares outstanding during the reporting period.
Diluted earnings per share consider the same calculation as basic EPS but includes the effect of all potential shares with a dilutive impact that were outstanding during the period. Potential shares typically arise from instruments or agreements that confer the right to issue additional shares in the future, such as share options. Share options are excluded from the diluted EPS calculation if their inclusion would have an anti-dilutive effect.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:549300EW945NUS7PK214", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__7__87": { "value": "Note 8.2 Significant events after the balance sheet date
Hydrogenpro Acquires Full Ownership of Manufacturing Site in Tianjin, China
In November 2025, HydrogenPro ASA reached an agreement with Tianjin Miaoqing Machinery Equipment Co., Ltd. to acquire the remaining 25 per cent of shares in HydrogenPro Tianjin, increasing HydrogenPro\u2019s ownership from 75 per cent to 100 per cent.
The consideration for the transaction consists of CNY 3 million in cash, plus equipment valued at approximately CNY 1.8 million.
The transfer of the shares was finalized in January 2026.
The Impact of the Situation in the Middel East on Hydrogenpro
Although global geopolitical tensions have increased, particularly with the recent escalation in the Middle East and the continued conflict in Ukraine, these developments have not altered HydrogenPro\u2019s overall outlook or materially affected the company\u2019s project pipeline.
The planned projects underpinning the going concern assessment are geographically diversified and do not rely on major activity in the Middle Eastern region. HydrogenPro continues to advance targeted, high-quality projects moving toward final investment decisions, supported by a stable operating platform and strong industry partnerships. Based on the information available to management, the company remains well positioned to pursue its long term growth ambitions and to contribute meaningfully to the ongoing energy transition.
Statement of Profit and Loss
NOK \u2019000 | Note | 2025 | 2024 |
Revenue | 95 213 | 191 592 | |
Total revenue | 95 213 | 191 592 | |
Direct material | 90 732 | 204 909 | |
Personnel expenses | 77 757 | 81 025 | |
Depreciation and amortisation expense | 4 704 | 3 958 | |
Other operating expenses | 55 651 | 77 131 | |
Operating profit/(loss) | -133 631 | -175 431 | |
Financial income | 7 008 | 30 887 | |
Financial expenses | 54 934 | 2 380 | |
Net financial income and expenses | -47 927 | 28 507 | |
Profit/(loss) before income tax | -181 557 | -146 924 | |
Tax Income | -187 | ||
Profit/(loss) for the year | -181 370 | -146 924 | |
To/(from) other equity | -181 370 | -146 924 | |
Total allocated and equity transfers | -181 370 | -146 924 |
Statement of Financial Position
as of 31 December
NOK \u2019000 | Note | 2025 | 2024 |
ASSETS | |||
Non-current assets | |||
Intangible assets | 2 348 | 4 697 | |
Property, plant and equipment | 14 488 | 11 132 | |
Investments in subsidiaries | 225 780 | 160 721 | |
Loan to group companies | 42 586 | 53 386 | |
Investment in shares | 0 | 1 | |
Financial investment | 12 095 | 34 060 | |
Other receivables | 1 185 | 2 423 | |
Total non-current assets | 298 482 | 266 421 | |
Current assets | |||
Inventories | 3 034 | 1 082 | |
Trade receivables | 44 936 | 151 973 | |
Contract assets | 13 007 | 15 272 | |
Other receivables | 19 817 | 9 025 | |
Cash and bank deposits | 91 553 | 156 767 | |
Total current assets | 172 347 | 334 120 | |
TOTAL ASSETS | 470 830 | 600 540 | |
NOK \u2019000 | Note | 2025 | 2024 |
EQUITY AND LIABILITIES | |||
EQUITY | |||
Share capital | 1 910 | 1 402 | |
Share premium account | 915 084 | 775 875 | |
Other equity contributed | 43 709 | 42 596 | |
Other equity | -563 455 | -382 085 | |
TOTAL EQUITY | 397 248 | 437 788 | |
LIABILITIES | |||
Non-current liabilities | 9 814 | 9 538 | |
Total non-current liabilities | 9 814 | 9 538 | |
Current liabilities | |||
Trade creditors | 4 231 | 29 474 | |
Contract liabilites | 373 | 916 | |
Public duties payable | 5 195 | 6 020 | |
Other current liabilities | 53 969 | 116 804 | |
Total current liabilities | 63 768 | 153 214 | |
TOTAL LIABILITIES | 73 582 | 162 752 | |
TOTAL EQUITY AND LIABILITIES | 470 830 | 600 540 |
Porsgrunn/Oslo 26 March 2026
(All signatures electronically signed)
Asta Ellingsen Stenhagen Chair | Marianne Mithassel Aamodt Board member | Hallvard Hasselknippe Board member | Bj\u00f8rn Hansen Board member | Haimeng Zhang Board member | Jarle Dragvik CEO |
Statement of Changes in Equity
Attributable to equity holders of the parent company | ||||||
NOK \u2019000 | Share capital | Share premium account | Other equity contributed | Uncovered loss | Total other equity | Total equity |
Equity as at 01.01.2024 | 1 266 | 691 797 | 38 557 | -235 161 | -235 161 | 496 459 |
Profit for the period | -146 924 | -146 924 | -146 924 | |||
Issue of share capital | 136 | 84 078 | 84 215 | |||
Cost of share-based payment | 4 039 | 4 039 | ||||
Equity as at 31.12 2024 | 1 402 | 775 875 | 42 596 | -382 085 | -382 085 | 437 788 |
Equity as at 01.01 2025 | 1 402 | 775 875 | 42 596 | -382 085 | -382 085 | 437 788 |
Profit for the period | -181 370 | -181 370 | -181 370 | |||
Issue of share capital | 508 | 139 210 | 139 718 | |||
Cost of share-based payment | 1 112 | 1 112 | ||||
Equity as at 31.12 2025 | 1 910 | 915 085 | 43 708 | -563 455 | -563 455 | 397 248 |
Statement of Cash Flows
NOK \u2019000 | Note | 2025 | 2024 |
Cash flows from operating activities | |||
Net Income / (Loss) before tax | -181 557 | -146 924 | |
Tax Income | 187 | - | |
Depreciation, amortisation & impairment | 4 704 | 3 958 | |
Option cost no cash effect | 1 112 | 4 039 | |
Change in inventory | -1 952 | 6 267 | |
Change in trade receivable | 14 031 | 130 048 | |
Change in trade creditors | -13 207 | -76 393 | |
Impairment of financial assets | 36 897 | - | |
Effect of foreign currency translation | 8 153 | -9 452 | |
Change in other accruals | 5 817 | 73 230 | |
Net cash flows from operating activities | -125 814 | -15 228 | |
Cash flows from investing activities | |||
Purchases of plant and machinery | -5 711 | -8 842 | |
Acquisition of subsidiary, net of cash acquired | - | -22 628 | |
Net cash flows from investing activities | -5 711 | -31 470 | |
Cash flows from financing activities | |||
Increase of loan to subsidiaries | -73 406 | -27 664 | |
Proceeds from Equity Issue | 139 718 | 84 214 | |
Net cash flows from financing activities | 66 311 | 56 550 | |
Cash balance start of period | 156 767 | 146 914 | |
Net change in cash | -65 213 | 9 852 | |
Cash balance end of period | 91 553 | 156 767 |
Notes to the Parent Company
Note 1\tGeneral accounting principles
HydrogenPro ASA is a public limited company, incorporated in Norway, headquartered in Porsgrunn and listed on Oslo Stock Exchange, Address headquarters: Hydrovegen 55, 3936 Porsgrunn, Norway.
HydrogenPro ASA designs and supplies large scale hydrogen production plants in cooperation with global partners and suppliers. Our core product is the alkaline highpressure electrolyzer. The company was founded in 2013 by individuals with background from the electrolysis industry. We are an experienced engineering team of leading industry experts, drawing upon unparalleled experience and expertise in the hydrogen and renewable energy industry.
Our advanced electrode technology and new design reduce shunt currents, enabling increased production efficiency and a corresponding reduction in specific energy consumption. The new design delivers high efficiency across the entire load range. This is a significant step forward as the cost of electric power, depending on market prices, amounts to 70-90% of the total cost of producing hydrogen. The value of such increased efficiency equals approximately the investment cost for the entire plan in a Total cost of Operation perspective.
Unlike traditional alkaline systems, our high-pressure units (up to 30 bar) save compression cost and are superbly suited for variable loads from solar panels and wind turbines. Thus, we compare favourable to alternative technologies. We are able to produce hydrogen at a lower cost, without using noble or scarce metals, while using renewable energy sources.
HydrogenPro ASA is listed o at Oslo Stock Exchange under the ticker \u201cHYPRO\u201c.
The financial statements of HydrogenPro ASA for the fiscal year 2025 were approved in the board meeting at 26.03.2026.
Basis for preparation of the annual accounts
The HydrogenPro AS\u2019s financial statements have been prepared in accordance with the Norwegian Accounting Act of 1998 and Norwegian Generally Accepted Accounting Principles (NGAAP).
The financial statements are based on historical cost.
The financial statements have been prepared on the basis of uniform accounting principles for similar transactions and events under otherwise similar circumstances.
Functional currency and presentation currency
The Company\u2019s presentation and functional currency is NOK.
Transactions in foreign currency are translated to functional currency using the exchange rate at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated using the closing rate, non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction and non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. Changes in the exchange rate are recognised continuously in the accounting period.
The use of estimates and assessment of accounting policies when preparing the annual accounts.
Estimates and assumptions
The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information on potential liabilities. This particularly applies to the depreciation of property, plant and equipment, intangible assets, share-based payments and evaluations related to acquisitions. Future events may lead to these estimates being changed.
Estimates and their underlying assumptions are reviewed on a regular basis and are based on best estimates and historical experience. Changes in accounting estimates are recognised during the period when the changes take place. If the changes also apply to future periods, the effect is divided among the present and future periods.
Judgments
The management has, when preparing the financial statements, made certain significant assessments based on critical judgment when it comes to application of the accounting principles.
The following notes include the Company\u2019s assessments regarding:
Revenue recognition, note 2
Taxes, note 8
Assets cost and depreciation \u2013 note 9
Contract assets and contract liabilities \u2013 note 15
Share-based payment, note 18
Current versus non-current classification
The presents assets and liabilities in the statement of financial position as either current or non-current. The Company classifies an asset as current when it:
Expects to realise the asset, or intends to sell or consume it, in its normal operating cycle
Holds the asset primarily for the purpose of trading
Expects to realise the asset within twelve months after the reporting period or
The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current, including deferred tax assets. The Company classifies a liability as current when it:
Expects to settle the liability in its normal operating cycle
Holds the liability primarily for the purpose of trading
Is due to be settled within twelve months after the reporting period or
It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current, including deferred tax liabilities.
Revenue from contracts with customers
The revenue in HydrogenPro is from the sale of both hydrogen electrolyzer systems and engineering services, including installation, commissioning, and long-term service agreements. Contracts that long-term fixed-price contracts are valued to the percentage of completion method. The degree of completion is calculated as expenses incurred as a percentage of estimated total expense. Total expenses are reviewed on a regular basis. If projects are expected to result in losses, the total estimated loss is recognised immediately.
Revenue from Contract for sale of standalone systems are recognised when control is transferred to the customer upon delivery or as specified in the contract (e.g., FOB shipping point or upon site acceptance). Revenue from provision of Front End Engineering Design (FEED) Services which
are delivered as part of a structured project, is recognized percentage of completion method. The degree of completion is calculated as expenses incurred as a percentage of estimated total expense. For contracts where FEED services are billed on an hour-by-hour basis, revenue is recognized when the hours are delivered.
License and Royalty Revenue: The Company provides customers with licenses to its intellectual property. License revenue is recognized at the point in time when control of the licensed intellectual property is transferred to the customer, which normally occurs upon delivery of the licensed material. The Company also earns royalties based on the customer\u2019s subsequent sales or usage of the licensed intellectual property. Royalty revenue is recognized when the underlying sales or usage occurs and the amount becomes measurable and collectible.
Long-Term Service Agreements: The Company enters into long-term service agreements covering maintenance, operational support, and the supply of spare parts for installed electrolysers. Revenue from such agreements is recognized over time as the services are rendered. This is typically based on a straight-line pattern over the contract period or, where relevant, based on actual usage or activity levels.
Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/ tax assets are calculated on all differences between the book value and tax value of assets and liabilities, with the exception of:
temporary differences related to investments in subsidiaries, associates, or joint ventures when the Company controls when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future.
Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes in subsequent periods to utilise the tax asset. The company recognise previously unrecognised deferred tax assets to the extent it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it as probable that it can utilise the deferred tax asset.
Deferred tax and deferred tax assets are measured on the basis of the expected future tax rates.
Deferred tax and deferred tax as- sets are recognised at their nominal value and classified as non-current asset investments (long-term liabilities) in the balance sheet.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
Research and development
Expenses relating to research activities are recognised in the statement of comprehensive income as they incur. Expenses relating to development activities are capitalised to the extent that the product or process is technically and commercially viable and the Company has sufficient resources to complete the development work.
Expenses that are capitalised include the costs of materials, direct wage costs and a share of the directly attributable common expenses. Capitalised development costs are recognised at their cost minus accumulated amortisation and impairment losses.
Property, plant and equipment
Property, plant and equipment are valued at their cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the carrying amount is derecognised and any gain or loss is recognised in the statement of profit and loss.
The depreciation period and method are assessed each year.
Assets under construction are classified as non-current assets and recognised at cost until the production or development process is completed. Assets under construction are not depreciated until the asset is taken into use.
Development Costs, Patents and licenses
Amounts paid for patents and licenses are capitalised and amortised in a straight line over the expected useful life. The expected useful life of patents and licenses varies from 5 til 10 years.
Government grants
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Operating grants are recognised systematically during the grant period. Grants are deducted from the cost which the grant is meant to cover.
Investment grants are capitalised and recognised systematically over the asset\u2019s useful life. Investment grants are recognised either as deferred income or as a deduction of the asset\u2019s carrying amount.
Financial assets
The Company\u00b4s financial assets are: Loans to group companies, investments in shares, investments in subsidiaries, financial investment, trade receivable and cash and bank deposits.
The classification of financial assets at initial recognition depends on the financial asset\u2019s contractual cash flow characteristics and the Company\u2019s business model for managing them. With the exception of trade receivables
that do not contain a significant financing component, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, or payables, as appropriate. Loans, borrowings, and payables are recognised at fair value net of directly attributable transaction costs.
Inventories
The company recognized inventory in 2025. These are measured and valued at the lower of cost or net realisable value.
Net realisable value is the estimated future sales price of the product the company expects to realise when the product is processed and sold, less estimated cost to complete production and bring the product to sale.
Subsidiaries and investment in associated companies
Subsidiaries are entities controlled by HydrogenPro ASA.
Subsidiaries and investment in associated companies are accounted for using the cost method and are recognised as cost, less impairment
Cash and bank deposits
Cash includes cash in hand and at bank.
Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.
Employee benefits
Wages, salaries, bonuses, pension, and social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by employees of the Company.
The Company has pension plans for employees that are classified as defined contribution plans.
Contributions to defined contribution schemes are recognised in the statement of profit or loss in the period in which the contribution amounts are earned by the employees.
Share-based payments
The Company has an option-program, including employees, board members and Guarantors. The programs are measured at fair value at the date of the grant, using an appropriate valuation model.
That cost is recognised in personnel expenses, together with a corresponding increase in equity over the vesting period. Granted options are generally vested or earned during a period of three years according to a predetermined
schedule. Options vested or earned can be exercised at any time and must be exercised at the latest four years after award. The vesting requires continued employment or association with the company.
Social security tax on options is recorded as a liability and is recognised over the estimated vesting period.
For further information refer Note 4 (salary and benefit) and Note 18 (share option plan).
Contingent liabilities and assets
Contingent liabilities are not recognised in the annual accounts. Significant contingent liabilities are disclosed, with the exception of contingent liabilities that are unlikely to be incurred.
Contingent assets are not recognised in the annual accounts but are disclosed if there is a certain probability that a benefit will be received by the Company.
Statement of cash flow
The cash flow statement is prepared using the indirect method.
Going concern
The financial statement is presented on the going concern assumption. As per the date of this report HydrogenPro ASA has sufficient working capital for its planned business activities over the next twelve-month period.
The Board of Directors confirmed on this basis that the going concern assumption is valid, and that financial statements are prepared in accordance with this assumption.
Events after the reporting period
New information on the company\u2019s financial position on the end of the reporting period which becomes known after the reporting period is recorded in the annual accounts.
Events after the reporting period that do not affect the company\u2019s financial position on the end of the reporting period, but which will affect the company\u2019s financial position in the future are disclosed if significant.
Note 2 Revenue from contracts with customers
HydrogenPro\u2019s revenue from contracts with customers arises from the following principal sources:
Sale of Electrolyzer Systems:Revenue is recognised when control of the system is transferred to the customer, typically at delivery or installation, depending on the contract terms. When HydrogenPro enters into contracts for sales of electrolyzer systems bundled with provision of engineering, installation, and commissioning services as part of turnkey projects, revenue is recognized using the percentage of completion method. The degree of completion is calculated as expenses incurred as a percentage of estimated total expense. Total expenses are reviewed on a regular basis. If projects are expected to result in losses, the total estimated loss is recognised immediately.
Sale of Engineering Services:Revenue is recognised either in combination with electrolyzer system sales or as a standalone service, such as in FEED (Front-End Engineering Design) studies.
License and Royalty Revenue The Company provides customers with licenses to its intellectual property. License revenue is recognized at the point in time when control of the licensed material is transferred to the customer, normally upon delivery. Royalty revenue is earned based on the customer\u2019s subsequent sales or usage of the licensed intellectual property and is recognized when the underlying sales or usage occurs and the amount becomes measurable and collectible.
Long Term Service Agreements The Company enters into long term service agreements covering maintenance, operational support, and the supply of spare parts for installed electrolysers. Revenue is recognized over time as the services are rendered, typically on a straight line basis over the contract period or, where relevant, based on actual usage or activity levels.
Liquidation Damages
Liquidated damages are predefined penalties imposed for breaches of contract, most commonly related to delays in project completion. In contracts with customers, LDs typically arise when project milestones or deadlines are not met.
As the payment related to LDs does not correspond to a distinct good or service provided to HydrogenPro, it must be accounted for as a reduction in revenue. Specifically, if a project does not meet the defined milestones or other contract terms, HydrogenPro will establish a provision to reduce the transaction price. This provision is recognized unless it is highly probable that LDs will not be imposed.
Contracts that include clauses for Liquidation Damages are reviewed on an ongoing basis. If it becomes probable that Liquidation Damages will be incurred, the estimated impact is accounted for as a reduction in revenue. This assessment is updated throughout the contract\u2019s lifecycle to ensure accurate recognition of revenue and liabilities.
Revenue from contracts with customers has been disaggregated and presented in the tables below:
Geographical region
NOK \u2019000 | 2025 | 2024 |
Europe | 47 586 | 196954 |
America | 45 898 | -5 442 |
Asia Pacific | 1 729 | 80 |
Total revenue | 95 212 | 191 592 |
Major products/service lines
NOK \u2019000 | 2025 | 2024 |
Revenue from sale of electrolyser system | 79 658 | 185 396 |
Revenue form sale of Feed and case-studies | 1 409 | 6 061 |
License Revenue | 1 729 | - |
Revenue from sale of sub-components, intercompany | 10 087 | - |
Other revenue | 2 329 | 135 |
Total revenue | 95 212 | 191 592 |
Note 3\tDirect Materials
Direct material consists of raw materials and components for project delivery. Direct materials are recognized as inventories when they are purchased and held for future use.
They are measured initially at cost, which includes the purchase price (including import duties, taxes, and freight costs) and handling and other costs directly attributable to bringing the materials to their current location and condition. When these materials are used in production or project delivery and revenue is recognized, the cost of these materials is matched with revenue in the period in which they contribute to the revenue generation.
NOK \u2019000 | 2025 | 2024 |
Direct material | 90 687 | 204 742 |
Handling and freight expenses | 44 | 167 |
Total direct materials expense | 90 732 | 204 909 |
Note 4\tPersonnel Expenses
Option cost related to hired personnel is expensed as other operating expenses.
NOK \u2019000 | 2025 | 2024 |
Salaries | 61 962 | 62 561 |
Sosial security tax | 9 351 | 8 967 |
Option cost | 1 241 | 3 520 |
Pension costs defined contribution plans | 3 861 | 2 895 |
Other personnel costs | 1 343 | 3 082 |
Total salaries and personnel expense | 77 757 | 81 025 |
2025 | 2024 | |
Average number of full time employees | 35 | 39 |
Executive management remuneration
NOK \u2019000 | Salary | Bonus | Benefits in kind | Pension expense | Total remunerat. 2025 | Total remunerat. 2024 |
Jarle Dragvik (CEO) | 4 271 | 2312 | 152 | 147 | 6 882 | 3787 |
Martin Thanem Holtet (CFO) | 2 556 | 1 729 | 20 | 161 | 4 466 | 2796 |
Michael Caspersen (COO)1) | 206 | - | 1 | 8 | 215 | - |
Erik Chr Bolstad (former CCO) | 2 467 | 959 | 38 | 171 | 3 635 | 2556 |
Cathrin Bretzeg (CPCO) | 2 269 | 844 | 25 | 174 | 3 312 | 2357 |
Tormod Kl\u00f8ve (CLO) | 2 445 | 1 527 | 24 | 161 | 4 157 | 2550 |
Odd-Arne Lorentsen (CTO) | 2 461 | 879 | 24 | 172 | 3 536 | 1838 |
Jon Backer (COO) | 2 251 | 774 | 50 | 172 | 3 247 | 1580 |
Jan-Henrik Kuhlefelt (GM HP Tianjin Co Ltd)2) | 2 386 | 146 | 2 | 158 | 2 692 | - |
1)\tCaspersen started 1st of December 2025.
2)\tKuhlefelt receives partial remuneration from HP Tianjin Co Ltd. The amounts presented represent the combined total of his compensation from both HP ASA and HP Tianjin Co Ltd.
Board of Directors remuneration
NOK \u2019000 | Board fees 2025 | Other committee fees 2025 | Consultancy fee | Total remunerat. 2025 | Total remunerat. 2024 |
Asta Stenhagen (Chair)1) | 684 | 108 | - | 791 | 635 |
Marianne Aamodt (member) | 465 | 128 | - | 592 | 733 |
Hallvard Hasselknippe (member) | 277 | 70 | - | 347 | - |
Bj\u00f8rn Hansen (member) | 462 | 13 | - | 475 | 370 |
Haimeng Zhang (member) | - | - | - | - | |
Dag Opedal (ex Chair)2) | 344 | 13 | 33 | 390 | 639 |
Jarle Tautra (ex member) | 188 | 13 | - | 200 | 590 |
Geir Bredo Larsen (ex member) | 188 | 38 | - | 226 | 370 |
Arild S. Frick (Chair nom. Commitee) | - | 75 | - | 75 | 303 |
Marit Moen Vik-Langlie (member nom.commitee) | - | 50 | - | 50 | - |
Bj\u00f8rn G. Reed (member nom.commitee) | - | - | - | - | 59 |
Terje Mikaelsen (ex Chair) | - | - | - | - | 286 |
Ellen Hanetho (ex Chair) | - | - | - | - | 1 235 |
1)\tStenhagen was elected as Chair 30.04.2025.
2)\tOpedal served as Chair from the 23.04.2024 to 30.04.2025.
No loans/securities have been granted to the CEO, Chair, or other related parties.
Options to leading employees and Board of Directors
NOK \u2019000 | Quantity 01/01/2025 | Granted in period | Terminated in period | Exercised in period | Expiredin period | Quantity 31/12/2025 | Cost for the period |
Jarle Dragvik | 400 000 | - | - | - | - | 400 000 | 1 098 |
Martin Thanem Holtet | 150 000 | - | - | - | 150 000 | - | - |
Cathrin Brezeg | 50 000 | - | - | - | - | 50 000 | 91 |
Tormod Kl\u00f8ve | 50 000 | - | - | - | - | 50 000 | 51 |
Jan Henrik Kulhefelt | 50 000 | - | - | - | - | 50 000 | 1 |
Erik Christian Bolstad | 100 000 | - | - | - | 100 000 | - | - |
Granted options are generally vested or earned during a period of three years according to a predetermined schedule. Options vested or earned can be exercised at any time and must be exercised at the latest four years after award. The vesting requires continued employment or association with the company.
For more details regarding stock option plan see note 18
Note 5\tPensions
Defined contribution plan
The company has defined contribution pension plans in accordance with local regulations. The plan covers all employees and applies to salary between 0\u00a0G and 12\u00a0G. The contribution rate is 7% of salary up to 7.1\u00a0G and 15% of salary between 7.1\u00a0G and 12\u00a0G. Employees may influence the investment management through an agreement with Gjensidige AS. Pension contributions are expensed as they are accrued.
As of 31.12.2025 there were 31 members covered by the scheme. The contributions recognised as expenses equaled TNOK 3 861 in 2025 and TNOK 2 895 in 2024. The contributions to CEO were TNOK 147 in 2025 and TNOK 110 in 2024.
Note 6\tOther Operating Expenses
Other operating expenses
NOK \u2019000 | 2025 | 2024 |
Rental an leasing expenses | 5 927 | 7 660 |
Repear and maintenance expenses | 6 480 | 5 354 |
Consultancy fees and external personnel | 31 027 | 45 380 |
Travel expenses | 3 167 | 5 150 |
Provision bad debts | 2 259 | 236.00 |
Waranties | 894 | 5 509 |
Reversal of provisions | - | -5 603 |
Grants | -502 | -745 |
Other operating costs | 6 399 | 14 190 |
Total operating expenses | 55 651 | 77 131 |
Specification auditors fee
NOK \u2019000 | 2025 | 2024 |
Statutory audit | 2 017 | 3 335 |
Other assurance services | 442 | 50 |
Other non-assurance services | 140 | 63 |
Total | 2 599 | 3 448 |
Note 7\tFinancial Income and Expenses
Financial income
NOK \u2019000 | 2025 | 2024 |
Other financial income | 54.213 | 55 |
Interest income | 6 953 | 5 884 |
Net foreign exchange gains | - | 24 948 |
Total financial income | 7 008 | 30 887 |
Financial expenses
NOK \u2019000 | 2025 | 2024 |
Interest on debts and borrowings | 28 | 49 |
Impairment of shares in subsidiaries | 13 107 | - |
Impairment of other financial assets | 23 740 | 1 839 |
Net foreign exchange losses | 18 059 | - |
Other financial expenses | 0 | 492 |
Total financial expenses | 54 934 | 2 380 |
Note 8\tIncome Tax
Income tax expense for the year
NOK \u2019000 | 2025 | 2024 |
Tax Income | 187 | - |
Changes in deferred tax | - | - |
Total income tax expense | 187 | - |
Basis for income tax expense
NOK \u2019000 | 2025 | 2024 |
Profit / loss (-) before taxes | -181 557 | -146 924 |
Permanent differences | 15 533 | 3 582 |
Changes in temporary differences | 12 247 | 165 113 |
Use of tax loss carried forward | - | -21 771 |
Basis for tax payable | -153 567 | - |
Explanation as of why the current year\u2019s tax expense is not 22% of the profit before tax:
NOK \u2019000 | 2025 | 2024 |
Tax on profit before taxes (22%) | -39 943 | -32 323 |
Tax on permanent differences (22%) | 3 417 | 788 |
Change in not recognised deferred tax assets | 36 525 | 31 535 |
Tax expense | - | - |
Effective tax rate | 0.00% | 0.00% |
Overview temporary differences
NOK \u2019000 | 2025 | 2024 | Change |
Property, Plant and Equipment | 765 | -353 | 1 118 |
Provisions | -59 953 | -84 248 | 24 295 |
Non current receivables or liabilities in other currencies | 1 487 | 4 622 | -3 135 |
Production contracts | -45 673 | -10 939 | -34 735 |
Tax loss carried forward 1) | -449 900 | -296 333 | -153 567 |
Total | -553 275 | -387 251 | -166 024 |
Deferred Tax Asset
NOK \u2019000 | 2025 | 2024 | Change |
Deferred tax assets (22%) | 121 700 | 85 195 | 36 525 |
Deferred tax not recognised in the Statement of financial position | 121 700 | 85 195 | 36 525 |
Deferred tax in the Statement of financial position | - | - | - |
1. The majority of the deferred tax asset is related to loss carry forward. As of 31 December 2025, it is considered not likely that the tax loss carry forward will be utilised in the near future, therefore the deferred tax assets are not capitalised.
Note 9\tIntangible Assets, Property, Plant and Equipment
NOK \u2019000 | Intangible assets - Capitalized Development Cost | Plant and machinery | Moveables | Machinery and plant in progress | Total Property Plant and Equip, |
Accumulated cost 01.01.2025 | 11 742 | 7 382 | 795 | 8 421 | 16 598 |
Additions | 5 711 | 5 711 | |||
From machinery and plant in progress | 14 132 | -14 132 | - | ||
Accumulated cost 31.12.2025 | 11 742 | 21 514 | 795 | - | 22 309 |
Accumulated depreciation 01.01.2025 | 7 045 | 5 106 | 360 | 5 466 | |
Depreciation for the year | 2 348 | 2 235 | 121 | 2 355 | |
Carrying value 31.12.2025 | 2 348 | 14 173 | 314 | - | 14 488 |
Economic life | 5 years | 5-10 years | 5 years | ||
Depreciation method | linear | linear | linear | ||
Accumulated cost 01.01.2024 | 11 742 | 7 382 | 374 | - | 7 756 |
Additions | 421 | 8 421 | 8 842 | ||
From machinery and plant in progress | |||||
Accumulated cost 31.12.2024 | 11 742 | 7 382 | 795 | 8 421 | 15 598 |
Accumulated depreciation 01.01.2024 | 4 697 | 3 630 | 226 | 3 856 | |
Depreciation for the year | 2 348 | 1 476 | 134 | 1 610 | |
Carrying value 31.12.2024 | 4 697 | 2 276 | 435 | 8 421 | 11 132 |
Economic life | 5 years | 5-10 years | 5 years | ||
Depreciation method | linear | linear | linear |
Intangible Assets
As of 31 December 2025, the Group has capitalised NOK 11.7 million related to the development of structured ITB (Invitation to Bid) documentation. The ITB documentation forms part of the Group\u2019s supply chain strategy and supports the procurement process for key electrolyser components by facilitating competitive supplier bidding.
The development work was initiated in the second half of 2020 and completed in 2021. The related costs were capitalised as intangible assets in accordance with Norwegian GAAP, as the project met the criteria for recognition, including probable future economic benefits and reliable measurement of the expenditure. The asset has an estimated useful life of five years, and amortisation commenced in January 2021, with full amortisation expected by December 2026.
The Group has assessed the carrying amount of the capitalised development costs and determined that no impairment is required as of 31 December 2025.
Property, Plant and Equipment
The Technology Center at Her\u00f8ya comprises two containers located close to HQ of HydrogenPro in Porsgrunn. The containers were acquired in 2020 and 2022 and have been subject for 5 years straight line depreciation from the date of acquisition.
In addition, the Group has invested in a new facility for full-scale testing of its equipment and technology. The total investment of NOK 14.1 million (NOK 5.7 million and NOK 8.4 million in 2025) was capitalised as plant and machinery in 2025 and is depreciated on a straight-line basis over ten years.
Note 10\tSubsidiaries, Joint Ventures, and Associates
The table below shows ownership in subsidiaries. Ownership interest corresponds to voting interest if not otherwise stated.
Company | Ownerhip | Registered office | Functional currency | Total equity in 2025 (Functional currency '000) | Net Income/(loss) 2025 (Functional currency '000) | Carrying value NOK '000 2025 | Carrying value NOK '000 2024 |
Hydrogenpro ApS | 100 % | Denmark | DKK | 35 881 | -13 056 | 166 521 | 88 226 |
HydrogenPro France1 | 100 % | France | EUR | -24 | -8 | - | 50 |
HydrogenPro Inc | 100 % | USA | USD | -1 156 | -330 | 177 | 177 |
HydrogenPro Tianjin Co Ltd2) | 75 % | China | CNY | -13 380 | -20 430 | 50 898 | 50 898 |
HydrogenPro Shanghai CO Ltd | 100 % | China | CNY | 5 462 | -4 335 | 7 864 | 20 998 |
Kvina Energy AS1) | 50 % | Norway | NOK | -13 | 2 500 | - | 51 |
HydrogenPro GmbH | 100 % | Germany | EUR | -553 | -570 | 321 | 321 |
Total | 225 781 | 160 721 |
1)\tKvina and HP France will be liquidated in 2026 and have been impaired as of 31.12.2025.
2)\tIn November 2025, Hydrogen entered into an agreement with the minority shareholders of HydrogenPro Tianjin to acquire the remaining 25% of the shares in Tianjin. The transfer was finalized in January 2026.
3) HydrogenPro restructured its Chinese operations in 2024, closing the Shanghai office and relocating key personnel to Tianjin, which effectively discontinued the Shanghai entity. As of 31 December 2025, the investment in HydrogenPro Shanghai has been impaired to its remaining equity value of MNOK 7.864.
Loans to group companies
NOK \u2019000 | 2025 | 2024 |
Hydrogenpro ApS | 9 283 | 36 923 |
Kvina Energy AS | - | 3 806 |
HydrogenPro Inc | 11 481 | 11 973 |
HydrogenPro Tianjin Co Ltd | 14 397 | 684 |
HydrogenPro GmbH | 7 425 | - |
Total | 42 586 | 53 386 |
Other transactions with group companies
Purhase | Sales | Interest | Pre-payments | |||||
NOK \u2019000 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
HydrogenPro Tianjin Co Ltd | 17 051 | 13 084 | - | - | - | - | - | - |
HydrogenPro Shanghai CO Ltd | 36 463 | 126 165 | - | - | - | - | 1 385 | 4 100 |
HydrogenPro ApS | 6 437 | 1 608 | 10 087 | - | 2 995 | 678 | 15 182 | - |
Kvina Energy AS | - | - | - | - | 134 | 252 | - | - |
HydrogenPro Inc | 2 651 | 1 771 | - | - | 876 | 575 | - | - |
HydrogenPro GmbH | - | - | - | - | 224 | - | - | - |
Total | 62 602 | 142 628 | 10 087 | - | 4 229 | 1 505 | 16 567 | 4 100 |
Note 11\tFinancial Investment
Balance as of 31.12
2025 | 2024 | |
Convertible receivable DG Fuels | ||
Opening balance 1 January | 34 060 | 30 517 |
Non-temporary impairment | -18 421 | - |
Foreign currency translation effect | -3 544 | 3 543 |
Balance as of 31.12 | 12 095 | 34 060 |
In October 2021, the Company entered into an agreement with DG Fuels LLC and acquired a convertible promissory note with a principal amount of USD 3.0 million (NOK 30 million). The note carries an annual interest rate of 10% and matures in June 2027. Under certain conditions, the instrument may be converted into equity in DG Fuels.
The investment is classified as a non current financial asset and is measured cost, less impairment in accordance with Norwegian GAAP.
The Company assesses the carrying amount at each reporting date, considering credit risk, liquidity, project progress, and other relevant information.
As of the reporting date, the assessment indicated a decline in value that is not considered temporary, and the carrying amount has therefore been reduced. The impairment reflects the early stage nature of DG Fuels\u2019 operations and ongoing funding challenges. The impairment loss has been recognised in the income statement under net financial items.
Note 12\tOther Receivables
Other non-current assets
NOK \u2019000 | 2025 | 2024 |
Receivables from associated companies | 1 098 | 2 354 |
Other non-current receivables | 87 | 69 |
Total other non-current current reciavables as of 31.12 | 1 185 | 2 423 |
Other current receivable
NOK \u2019000 | 2025 | 2024 |
Pre-paid costs associated companies | 16 567 | 4 100 |
Other pre-paid expenses | 2 063 | 2 571 |
VAT net receivables | 1 187 | 2 354 |
Total other current receivables as of 31.12 | 19 817 | 9 025 |
Note 13\tInventory
NOK \u2019000 | 2025 | 2024 |
Raw material | 3 034 | 1 082 |
Balance as of 31.12 | 3 034 | 1 082 |
Inventories comprise purchased raw material. Raw materials include parts that become an integrated part of final finished goods. Obsolescence is considered for inventories and as of 31.12.2025 there are no write-downs performed on obsolete goods.
Inventories are measured under the weighted-average cost formula.
Note 14\tTrade Receivables
Accounts receivables
NOK \u2019000 | 2025 | 2024 |
Receivables related to revenue from contracts with customers - external | 6 942 | 115 283 |
Receivables related to sale of free issued material - internal | 41 634 | 36 690 |
Total accounts receivables (Gross) | 48 576 | 151 973 |
Allowance for expected credit losses | 3 640 | - |
Total trade receivables (Net) as of 31.12 | 44 936 | 151 973 |
Trade receivables are non-interest bearing and are normally settled on 30-days payment terms.
Note 15\tContracts Assets and Contracts Liabilities
Contract Balances
HydrogenPro\u2019s equipment contracts with customers typically include milestone-based payments with variable structures. Payments are invoiced when specific criteria are met, such as contract acceptance, major supplier purchases, delivery/ shipment, and installation/commissioning.
The payment structure of the contracts typically results in advance payments and progress billings exceeding the satisfaction of performance obligations in progress, resulting in a net contract liability. On the other hand, if the company delivers by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Contract Assets
A contract asset represents the Company\u2019s right to consideration for goods or services transferred to a customer before payment is received or due. When goods/services are delivered before invoicing, the earned but conditional consideration is recognized as a contract asset.
At each balance sheet date, the cumulative costs incurred and recognized profit/losses on contracts are compared to advances and progress billings:
If cumulative costs plus recognized profits exceed advances and billings, the balance is recorded as \u201ccontract assets\u201d (due from customers on construction contracts).
When the contract asset becomes an unconditional right to payment, it is reclassified as trade receivables, typically upon invoicing
Contract assets and contract liabilities
NOK \u2019000 | 2025 | 2024 |
Contract assets | ||
Balances as of 01.01 | 15 272 | 65 836 |
Transfers from contract assets recognised at the beginning of the period to receivables | -15 263 | -51 442 |
Impairment of contract assets | - | -1 380 |
Increases due to measure of progress in the period | 12 998 | 2 258 |
Balances as of 31.12 | 13 007 | 15 272 |
Contract Liabilities
A contract liability is the Company\u2019s obligation to transfer goods or services to a customer for which it has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the company transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier).
Contract liabilities are recognised as revenue when the company delivers under the contract. Where advances and progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts within \u201ccontract liabilities\u201d.
Contract assets relate to consideration for work completed\t
NOK \u2019000 | 2025 | 2024 |
Contract liabilities | ||
Balances as of 01.01 | 916 | 49 641 |
Revenue from amounts included in contract liabilities at the beginning of the period | -916 | -49 641 |
Billing and advances received not recognised as revenue in the period | 373 | 916 |
Balances as of 31.12 | 373 | 916 |
Note 16\tCash and Bank Deposits
NOK \u2019000 | 2025 | 2024 |
Cash and bank deposits | 91 553 | 156 767 |
Total cash and cash deposits | 91 553 | 156 767 |
For the purpose of the statement of cash flows, cash and bank deposits comprise the following at 31 December:
The company has no credit facilities.
NOK \u2019000 | 2025 | 2024 |
Restricted bank deposit | 4 295 | 3 816 |
Note 17\tShare Capital and Shareholders
The 20 main shareholders at 31.12.2025 are:
Shareholder | Number of shares | Ownership interest |
Clearstream Banking S.A. | 16 646 917 | 17.43% |
UniCredit Bank Austria AG | 15 994 036 | 16.74% |
Deutsche Bank Aktiengesellschaft | 12 703 209 | 13.30% |
Mitsubishi heavy Industries Ltd | 11 731 165 | 12.28% |
TM Holding AS | 9 635 182 | 10.09% |
Richard Espeseth | 7 932 300 | 8.30% |
Avanza Bank AB | 2 547 838 | 2.67% |
Vivian Espeseth | 1 860 000 | 1.95% |
Enern Invest AS | 1 408 433 | 1.47% |
Tor Danielsen | 1 303 872 | 1.36% |
Nordea Bank Abp | 1 244 436 | 1.30% |
BNP Paribas | 732 314 | 0.77% |
Morgan Stanley & Co. Int. Plc. | 730 939 | 0.77% |
Nordea Bank Abp | 685 776 | 0.72% |
Arild Hansen | 650 000 | 0.68% |
Skandinaviska Enskilda Banken AB | 559 786 | 0.59% |
Saxo Bank A/S | 518 065 | 0.54% |
Caceis Bank | 472 937 | 0.50% |
LJM As | 385 000 | 0.40% |
KBC Bank NV | 376 648 | 0.39% |
Total | 88 118 853 | 92.25% |
Total other shareholders | 7 406 036 | 7.75% |
Total number of shares | 95 524 889 | 100.00% |
Ordinary shares in 2025 (2024) at NOK 0.02 (0.02) per share: 95 524 889 (70 121 680).
Shares held by Management and Board of Directors
Number of shares | Ownership interest | |
Management | ||
Jarle Dragvik (CEO)1) | 41 033 | 0.06% |
Martin Thanem Holtet (CFO) | 1 500 | 0.00% |
Michael Caspersen | - | 0.00% |
Tormod Kl\u00f8ve (CLO) | - | 0.00% |
Cathrin Bretzeg (CPCO) | - | 0.00% |
Odd-Arne Lorentsen (CTO) | - | 0.00% |
Jon Backer (COO) | - | 0.00% |
Jan-Henrik Kuhlefelt (GM HP Tianjin Co Ltd) | 10 000 | 0.00 % |
Board of Directors | ||
Asta Stenshagen (Chair) | - | 0.00% |
Marianne Aamodt (member) | - | 0.00% |
Hallvard Hasselknippe (member) | - | 0.00% |
Bj\u00f8rn Hansen (member) | - | 0.00% |
Haimeng Zhang (member) | - | 0.00% |
1)\tHeld by the controlled company Jardis Invest AS.
Board of Directors
Current board members do not have personal shareholdings in the Group. However, two of the board members are nominated by shareholders.
Note 18\tShareholder Option Plan
Option programme
The company has a share option program covering certain employees in senior positions.
From 2019, employees, board members and guarantors were included in the option program. Granted options are generally vested or earned during a period of three years according to a predetermined schedule. Options vested or earned can be exercised at usually one year after it is granted and must be exercised at the latest four years after. The vesting requires continued employment or association with the company.
The purpose of the establishment of the options program is to attract and retain key personnel. The fair value and annual expense/costs of the options are calculated based on the Black Scholes model and expense over the vesting period. The annual costs calculated and option program for 2025 are based on the Black & Scholes formula with input factors as a risk-free interest rate, volatility factor and share price at grant date. The fair value of the individual options at grant date, are then distributed over the vesting schedule agreement.
Employer\u2019s social security contributions are accrued on a quarterly basis and become payable upon the exercise of the options. The social security contributions are estimated based on the gain on the share-based instruments multiplied by the applicable social security tax rate.
The total expense recognized for the share-based programs, excluding social security contributions, during 2025 was NOK 1.2 million (NOK 3.7 million in 2024). The total accrued social security contribution at year-end was NOK 0.0 million (NOK 0.0 million in 2024). The total accumulated cost related to share-based payments was NOK 43.7 million (NOK 42.6 million in 2024) as of 31 December 2025.
Total costs and Social Security CONTRIBUTION
NOK \u2019000 | 2025 | 2024 |
Total cost | 1 241 | 3 710 |
Total Social security contribution | - | - |
Quantity and weighted average prices
01.01.2025 - 31.12.2025 | 01.01.2024 - 31.12.2024 | |||
Activity | Number of instruments | Weighted aver.strike price | Number of instruments | Weighted aver. strike price |
Outstanding OB | 4 869 637 | 13.93 | 5 085 637 | 13.64 |
Granted | - | 0.00 | - | 0.00 |
Exercised | - | 0.00 | 216 000 | 7.00 |
Released | - | 0.00 | - | 0.00 |
Adjusted | - | 0.00 | - | 0.00 |
Performance Adjusted | - | 0.00 | - | 0.00 |
Cancelled | -11 000 | 17.00 | - | 0.00 |
Terminated | -4 283 637 | 13.00 | - | 0.00 |
Expired | - | 0.00 | - | 0.00 |
Outstanding CB | 20.82 | 4 869 637 | 13.93 | |
Vested CB | 308 333 | 20.52 | 4 456 723 | 13.27 |
Granted instruments
No instruments were granted in either 2024 or 2025.
Outstanding Instruments Overview
Outstanding Instruments | Vested Instruments | ||||
2025 Strike price | Number of Instruments | Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2024 | WeightedAverage Strike Price |
17.00 | 25 000 | 1.17 | 17.00 | 25 000 | 17.00 |
17.16 | 50 000 | 0.17 | 17.16 | 50 000 | 17.16 |
18.20 | 50 000 | 0.87 | 18.20 | 50 000 | 18.20 |
20.95 | 400 000 | 3.61 | 20.95 | 141 666 | 20.95 |
28.00 | 50 000 | 1.50 | 28.00 | 41 667 | 28.00 |
575 000 | 308 333 | ||||
Outstanding Instruments | Vested Instruments | ||||
2024 Strike price | Number of Instruments | ||||
Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2023 | WeightedAverage Strike Price | ||
7.00 | 2 745 383 | 0.66 | 7.00 | 2 745 383 | 7.00 |
16.80 | 206 250 | 0.84 | 16.80 | 206 250 | 16.80 |
17.00 | 36 000 | 2.17 | 17.00 | 21 000 | 17.00 |
17.16 | 50 000 | 1.17 | 17.16 | 46 877 | 17.16 |
17.24 | 251 745 | 0.80 | 17.24 | 251 745 | 17.24 |
17.66 | 159 584 | 0.75 | 17.66 | 159 584 | 17.66 |
18.20 | 50 000 | 1.87 | 18.20 | 38 542 | 18.20 |
18.78 | 150 000 | 0.17 | 18.78 | 150 000 | 18.78 |
20.65 | 100 000 | 0.67 | 20.65 | 100 000 | 20.65 |
20.95 | 400 000 | 4.61 | 20.95 | 41 666 | 20.95 |
26.15 | 526 925 | 0.39 | 26.15 | 526 925 | 26.15 |
28.00 | 50 000 | 2.50 | 28.00 | 25 001 | 28.00 |
32.45 | 68 750 | 0.34 | 32.45 | 68 750 | 32.45 |
66.00 | 75 000 | 0.09 | 66.00 | 75 000 | 66.00 |
4 869 637 | 4 456 723 |
Note 19\tTrade Creditors and Other Current Liabilities
NOK \u2019000 | 2025 | 2024 |
Provisions for warranties long term | 9 814 | 9 538 |
Total non-current liabilities | 9 814 | 9 538 |
NOK \u2019000 | 2025 | 2024 |
Trade creditors external | 4 017 | 22 782 |
Trade creditors internal | 214 | 6 692 |
Total trade creditors | 4 231 | 29 474 |
Government taxes, tax deductions etc. | 5 195 | 6 020 |
Provisions for warranties short term | 14 724 | 14 308 |
Project related liabilities | 26 600 | 81 728 |
Other liabilities | 12 646 | 20 768 |
Total other current liabilites | 53 969 | 116 804 |
Total | 63 395 | 152 298 |
Trade creditors are non-interest bearing and are normally settled on 30-day terms. Interest payable is normally settled quarterly.
Note 20\tGoing Concern
Management has assessed the Group\u2019s ability to continue as a going concern, based on financial and operational information available through March 2026. The updated five-quarter rolling forecast indicates sufficient liquidity beyond the forecast period, assuming timely execution of planned operational and financial measures. The Group\u2019s commercial position has been strengthened through EPC/system-integrator partnerships and a targeted pipeline with high-probability 2026 FID opportunities.Based on this assessment, Management concludes that the Group has adequate resources to continue operations for at least 12 months from the reporting date, and the financial statements are therefore prepared on a going concern basis.
However, the Group remains exposed to uncertainties related to market conditions, customer investment decisions, and the timing of contract awards. These factors could affect future cash flows and create material uncertainties that may cast significant doubt on the Group\u2019s ability to continue as a going concern. Management\u2019s assessment reflects the best information available at the date of approval of these financial statements.
We hereby confirm that the annual accounts for the Group and the Company for 2025 to the best of our knowledge have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Company taken as a whole. The Directors\u2019 report gives a true and fair view of the development and performance of the business and the position of the Group and the Company, as well as a description of the principal risks and uncertainties facing the Group.
Statement Pursuant to Section 5-5 of the Norwegian Securities Trading Act
Porsgrunn/Oslo 26 March 2026
(All signatures electronically signed)
Asta Ellingsen Stenhagen Chair | Marianne Mithassel Aamodt Board member | Hallvard Hasselknippe Board member |
Bj\u00f8rn Hansen Board member | Haimeng Zhang Board member | Jarle Dragvik CEO |
Alternative Performance Measures
HydrogenPro discloses alternative performance measures (APM).
This is based on the group\u2019s experience that APMs are frequently used by analysts, investors and other parties as supplemental information.
The purpose of APMs is to provide an enhanced insight into the operations, financing and future prospects of the group. Management also uses these measures internally to drive performance in terms of monitoring operating performance and long-term target setting. APMs are adjusted IFRS measures that are defined, calculated and used in a consistent and transparent manner over the years and across the group where relevant.
Financial APMs should not be considered as a substitute for measures of performance in accordance with the IFRS. HydrogenPro\u2019s financial APMs:
Gross profit marginis defined as gross profit (Revenues \u2013 Direct materials) divided by revenues in percentage.
EBITDAis defined as earnings before interest, tax, depreciation, amortisation and impairment, corresponding to operating profit/(loss) plus depreciation, amortisation and impairment.
Order intakeis defined as firm purchase order with agreed price, volume, timing, term and conditions entered within a given period. The order intake includes both contracts and change order. For service contracts and contract with uncertain transaction price, the order intake is based on estimated revenue. The measure does not include potential change order.
Backlogis defined as a firm purchase order with agreed price, volume, timing, term and condition and where revenue is yet to recognize. The backlog includes both contracts and change order. For service contracts and contract with uncertain transaction price, the backlog is based on estimated revenue. The measure does not include potential change order.
Equity Ratio shows the proportion of total assets financed by shareholders\u2019 equity.
It is calculated as: Equity Ratio =Total Equity/Total Assets
alternative performance measures
NOK million | 2025 | 2024 |
Revenue from contracts with customers | 87 | 196 |
Direct materials | 61 | 147 |
Gross profit/(loss) | 25 | 49 |
Gross profit/(loss) | 25 | 49 |
Revenue from contracts with customers | 87 | 196 |
Gross profit margin | 29 % | 25 % |
Gross profit/(loss) | 25 | 49 |
Personnel expenses | 137 | 144 |
Other operating expenses | 81 | 109 |
EBITDA | -193 | -204 |
EBITDA | -193 | -204 |
Depreciation and amortization expenses | 22 | 23 |
Operating profit/(loss) (EBIT) | -215 | -227 |
NOK million | 2025 | 2024 |
Order backlog start of period | 305 | 423 |
Order intake | 57 | 38 |
Revenue fro,m projects contracts with customers | -83 | -192 |
Deferred Revenue Recognition | 26 | - |
Revaluation | -31 | 36 |
Order backlog end of period | 275 | 305 |
NOK million | 2025 | 2024 |
Total equity | 247 | 348 |
Total Assets | 367 | 582 |
Equity Ratio | 67.3 % | 59.9 % |