Basis for preparation
Corporate information
The Zalaris Group consists of Zalaris ASA and its subsidiaries. Zalaris ASA is a limited liability company domiciled in Norway. The Group\u2019s registered office is in Hoffsveien 4, Oslo, Norway. The Group is a provider of payroll and human capital management solutions.
The consolidated financial statements of Zalaris for the period ending on 31 December 2025 were approved in a board meeting on 20 April 2026.
Statement of compliance
The Group\u2019s consolidated financial statements of Zalaris ASA for the accounting year 2025 are prepared in accordance with IFRS Accounting Standards as adopted by the EU and effective as of 31 December 2025. Zalaris also provides additional disclosures in accordance with requirements in the Norwegian Accounting Act.
The consolidated financial statements are based on the principles of historic cost, apart from financial instruments which are recognised at fair value. The consolidated financial statements have been prepared based on the going concern principle.
The consolidated financial statements are presented in Norwegian kroner (NOK). All values
are rounded to the nearest NOK thousands, except when otherwise indicated. The functional currency of Zalaris ASA is Norwegian kroner (NOK).
Materiality judgments
These financial statements aim to provide useful financial information which meets the common information needs of its primary users. Materiality judgments are necessary to meet this objective, and Zalaris has made such judgments related to recognition, measurement, presentation and disclosures. With reference to the complete set of financial statements, information is considered material if omitting, misstating or obscuring it could reasonably be expected to influence decisions taken by primary users based on the information provided. The materiality judgments are reassessed at each reporting date and updated based on changed facts and Zalaris specific circumstances.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Zalaris ASA and its subsidiaries (together referred to as \u201cthe Group\u201d). Subsidiaries are all entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity to obtain benefits from its activities. The results of subsidiaries
acquired or disposed during the year are included in the consolidated financial statement from the date when control is obtained, to the date the Group no longer has control. The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting policies.
All intra group balances and transactions have been eliminated upon consolidation. Accounting policies of subsidiaries are changed if necessary to ensure consistency with the policies adopted by the Group.
Consolidation of a subsidiary begins when the Group obtains control and ceases when the Group loses control. This means that income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of Zalaris ASA and to the non-controlling interests.
Foreign currency translation
The Group\u2019s presentation currency is Norwegian Kroner (NOK). The functional currency of the Parent Company is NOK.
For consolidation purposes, the balance sheet figures for subsidiaries with a different functional currency than NOK are translated into the presentation currency (NOK) at the rate applicable at the balance sheet date. Income statements are translated at the average monthly exchange rate. Exchange differences from translating subsidiaries are recognised in other comprehensive income.
Transactions in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates at the transaction date. Monetary balances in foreign currencies are translated into the functional currency at the exchange rates on the date of the balance sheet. 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 are recognised in the statement of profit or loss.
Material accounting policies
Accounting policies are included in the relevant notes to the consolidated financial statements.
New and revised accounting standards and interpretations
The are no new standards effective as of 1stJanuary 2025 (or before) and none to consider of the presentation of the accounts of 2025.
The following standards effective as of 1stJanuary 2025 (or before) does not have any material implication for the Group, and hence had no effect on the figures presented as at 31 December 2025.
Lack of Exchangeability \u2013 Amendments to IAS 21 (2025-01)
Standards issued but not yet effective
Standards, amendments, and interpretations to existing standards that are not yet effective and for which early adoption has not been applied by the Group, are listed below. The Group will adopt these new and amended standards and interpretations, if applicable, when they become effective.
Changes in IFRS 9 and IFRS 7 Disclosure of Financial Instruments (2026-01)
IRFS 18 Presentation and Disclosure of Financial statements (2027-01)
IFRS 19 Subsidiaries without Public Accountability \u2013 Disclosures (2027-01)
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Corporate information
The Zalaris Group consists of Zalaris ASA and its subsidiaries. Zalaris ASA is a limited liability company domiciled in Norway. The Group\u2019s registered office is in Hoffsveien 4, Oslo, Norway. The Group is a provider of payroll and human capital management solutions.
The consolidated financial statements of Zalaris for the period ending on 31 December 2025 were approved in a board meeting on 20 April 2026.
Statement of compliance
The Group\u2019s consolidated financial statements of Zalaris ASA for the accounting year 2025 are prepared in accordance with IFRS Accounting Standards as adopted by the EU and effective as of 31 December 2025. Zalaris also provides additional disclosures in accordance with requirements in the Norwegian Accounting Act.
The consolidated financial statements are based on the principles of historic cost, apart from financial instruments which are recognised at fair value. The consolidated financial statements have been prepared based on the going concern principle.
The consolidated financial statements are presented in Norwegian kroner (NOK). All values
are rounded to the nearest NOK thousands, except when otherwise indicated. The functional currency of Zalaris ASA is Norwegian kroner (NOK).
Materiality judgments
These financial statements aim to provide useful financial information which meets the common information needs of its primary users. Materiality judgments are necessary to meet this objective, and Zalaris has made such judgments related to recognition, measurement, presentation and disclosures. With reference to the complete set of financial statements, information is considered material if omitting, misstating or obscuring it could reasonably be expected to influence decisions taken by primary users based on the information provided. The materiality judgments are reassessed at each reporting date and updated based on changed facts and Zalaris specific circumstances.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Zalaris ASA and its subsidiaries (together referred to as \u201cthe Group\u201d). Subsidiaries are all entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity to obtain benefits from its activities. The results of subsidiaries
acquired or disposed during the year are included in the consolidated financial statement from the date when control is obtained, to the date the Group no longer has control. The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting policies.
All intra group balances and transactions have been eliminated upon consolidation. Accounting policies of subsidiaries are changed if necessary to ensure consistency with the policies adopted by the Group.
Consolidation of a subsidiary begins when the Group obtains control and ceases when the Group loses control. This means that income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of Zalaris ASA and to the non-controlling interests.
Foreign currency translation
The Group\u2019s presentation currency is Norwegian Kroner (NOK). The functional currency of the Parent Company is NOK.
For consolidation purposes, the balance sheet figures for subsidiaries with a different functional currency than NOK are translated into the presentation currency (NOK) at the rate applicable at the balance sheet date. Income statements are translated at the average monthly exchange rate. Exchange differences from translating subsidiaries are recognised in other comprehensive income.
Transactions in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates at the transaction date. Monetary balances in foreign currencies are translated into the functional currency at the exchange rates on the date of the balance sheet. 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 are recognised in the statement of profit or loss.
Material accounting policies
Accounting policies are included in the relevant notes to the consolidated financial statements.
New and revised accounting standards and interpretations
The are no new standards effective as of 1stJanuary 2025 (or before) and none to consider of the presentation of the accounts of 2025.
The following standards effective as of 1stJanuary 2025 (or before) does not have any material implication for the Group, and hence had no effect on the figures presented as at 31 December 2025.
Lack of Exchangeability \u2013 Amendments to IAS 21 (2025-01)
Standards issued but not yet effective
Standards, amendments, and interpretations to existing standards that are not yet effective and for which early adoption has not been applied by the Group, are listed below. The Group will adopt these new and amended standards and interpretations, if applicable, when they become effective.
Changes in IFRS 9 and IFRS 7 Disclosure of Financial Instruments (2026-01)
IRFS 18 Presentation and Disclosure of Financial statements (2027-01)
IFRS 19 Subsidiaries without Public Accountability \u2013 Disclosures (2027-01)
Expected effect of IFRS 18
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.
The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified \u2018roles\u2019 of the primary financial statements (PFS) and the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from \u2018profit or loss\u2019 to \u2018operating profit or loss\u2019 and removing the optionality around classification of cash flows from dividends and interest.
The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Group\u2019s financial statements are, as follows:
Foreign exchange difference will be classified in the category where the related income and expense form the item giving rising to the foreign exchange difference.
New disclosure will be added: (a) management-defined performance measures; and (b) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.
Interest received and interest paid will be classified in the investing activities and financing activities, respectively, on the statement of cash flows.
Notes to the consolidated financial statements
Note 01\tKey sources of estimation uncertainty, judgments and assumptions
General
The preparation of the financial statements in accordance with IFRS requires management to make judgments, use estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
Customer projects
A portion of costs incurred in the initial phase of outsourcing contracts may be deferred when they are specific to a given contract, relating to future activity on the contract, will generate future economic benefits and are recoverable. These costs are capitalised as \u201ccustomer projects assets\u201d and any prepaid revenues by the client are presented separately as \u201ccustomer projects
liabilities\u201d in the statement of financial position. The deferred costs are expensed evenly over the period the outsourcing services are provided and included in the line item \u201cAmortisation implementation costs customer projects\u201d. Likewise, the income from prepayments from customers related to performance obligations is recognised by the same principles. The customer\u2019s acceptance of startup signifies the recognition of the delivery and revenue is hence rendered from this date forward. Capitalised customer projects are tested at least annually for impairment.
Based on the identification of performance obligations and the transaction price has been determined, the transaction price is allocated to the performance obligations. This is done in proportion to their stand-alone selling prices. The stand-alone selling price is the price of selling a good or service on a stand-alone basis at contract inception. If stand-alone selling prices are not directly observable, one must make estimates based on information that is reasonably available. In many cases, the stand-alone selling price will be directly observable as it is based on hours.
Capitalization of intangible assets
Development costs of software have been capitalised as intangible assets to the extent it is assessed that future benefits can be substantiated. Judgment as to determining which amount of expenses can be capitalised has been applied.
Impairment of non-financial assets
IAS 36 requires Zalaris to assess indicators that could cause an asset or a cash generating unit (CGU) to become impaired. The assessment of such impairment indicators and the identification of CGUs involves judgement, including assessment of whether active markets exist, and the level of interdependency of cash flows. An impairment loss is recognized to the extent that the assets or CGU\u2019s carrying value exceeds its recoverable amount. Determination of the recoverable amount involves management estimates on highly uncertain matters and refer to the higher of fair value less cost to sell and value-in-use. The value-in-use is influenced by market conditions in the regions where Zalaris carries out its business. Further, significant judgment is applied in the assessment of the useful life and residual value of the assets. Expected useful life is influenced by several uncertain factors, including but not limited
to technology development and climate related matters. If there are any indications of impairment, the Group will test if carrying amounts exceed its recoverable amount. See Note 10for further explanation.
Deferred tax assets
Zalaris recognises deferred tax assets if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses int the same jurisdiction can be utilised. Management has used significant judgement in considering future taxable income when assessing whether these assets should be recognized, taking into consideration that stronger evidence for utilisation is required for entities with a history of recent tax losses. Further information about deferred tax is provided in Note14.
Note 02\tSegment information
The Corporate Management Team is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. The Group is organised into business units based on its main products and services and has two reportable segments, as follows:
The Managed Services segment, which includes a full range of payroll and HR outsourcing services, such as payroll processing, time and attendance, travel expenses as well as related cloud system solutions and services. This includes additional cloud-based HR functionality to existing outsourcing customers such as talent management, digital personnel archive, HR analytics, mobile solutions, etc. These services are predominantly of a recurring nature and are generally based on long-term contracts (3\u20137 years).
The Zalaris Consulting segment, which includes the implementation of SAP HCM & Payroll and SuccessFactors, based on Zalaris templates, or implementation of customer-specific functionalities. This segment unit also assists customers with cost-effective maintenance and support of customers\u2019 own on-premises SAP solutions (\u201cAMO\u201d). The AMO services are generally of a recurring nature, and many of the services are based on long-term customer relationships.
The vyble GmbHsegment is investment in the small enterprise market with focus in Germany, but with plans to expand to other countries. The solution for this market is separate from the other two segments in market and technology. Its software solutions stand alone and are not integrated with PeopleHub.
In addition, Zalaris established, during 2023, a new geographical region, encompassing the Asia-Pacific (APAC), headquartered in Australia. The new region offers products and services from both Zalaris Consulting and Managed Services. This was classified as a separate business segment in 2023 and 2024 but has been included in the MS and ZC segments from 2025. 2024 figures have been reclassified accordingly. Further, vyble GmbH, is a company supplying payroll services to small enterprises. This is presented as a separate segment.
Items that are not allocated to business segments are mainly intercompany sales, interest-bearing loans and other associated expenses and assets related to administration of the Group. The Group\u2019s executive management is the chief decision maker in the Group. The investing activities comprise the total cost in the period for the acquisition of assets that have an expected useful life of more than one year.
Geographic information
The Group\u2019s operations are carried out in several countries, and information regarding revenue based on geography is provided below. Information is based on the location of the entity generating the revenue, which primarily corresponds to the geographical location of the customers.
Note 03\tRevenue from contracts with customers
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group\u2019s revenue consists of revenue from providing payroll and HR services, Managed Services, which also include cloud services. The other segment is Zalaris Consulting.
Managed Services; the revenue from contracts related to outsourcing consists of a basic fixed fee and variable revenue based on several factors such as the number of employees, pay slips and expense claims produced. All the above-mentioned deliverables are highly interrelated and are therefore considered to not be separate identifiable, i.e. one performance obligation. Revenue from outsourcing contracts is also recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Cloud services is a part of Managed Services, delivered by the Group may comprise several deliverables (monthly services, hosting, licenses etc.) The hosting of program solutions is either on the Group\u2019s platform or a third-party platform. All the deliverables are highly interdependent and are therefore deemed to be one performance obligation. The revenue from cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Zalaris Consulting; the revenue contains one performance obligation, i.e. consultant services. For the majority of the Group\u2019s consulting activity, revenue from these contracts is recognised over time since the customer simultaneously receives and consumes the benefits provided by the Group. The measurement of progress is based on hours. There are however some contracts that are invoiced on milestones.
Costs related to customer contracts are expensed as incurred.
Principal versus agent considerations (Cloud services)
For Cloud services the Group delivers services partly based on a SAP-license. Where hosting services are delivered from the Group together with other services rendered, the customer will have to discontinue the hosting service upon a termination of the contract. Where the hosting is rendered by a third party there is a possibility for the customer to continue to receive the hosting service, but without the add-ons and services rendered by the Group. This will leave the customer with a different product, and hence the Group is the principal supplier of cloud services as a whole.
Consideration
The Group\u2019s revenue is determined on contractual pricing connected to delivered services within a certain period. Outsourcing and Cloud services revenue is based on rendered service in the period while consulting services are invoiced based on hourly performance. The is no right of return of the services sold by the Group.
If the consideration in a contract includes a variable amount, the Group estimates the most likely amount of consideration to which it will be entitled in exchange for transferring the good or service to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Consideration of significant financing component in a contract
The Group invoices for delivered services throughout the contractual period. Some of these services are short-term financed by the Group while outsourcing contracts contains an element of financing over the contract periods. However, the financing of customer project is not considered to be significant. For contracts with duration of 12 months or less the Group has chosen to apply the practical expedient not to adjust any prepayments form customers.
Disaggregated revenue information
The Group\u2019s revenue from contracts with customers has been disaggregated and presented in note 2Customer project assets are costs incurred on specific customers contracts, which will be used in satisfying performance obligations in the future, and that are recoverable. These are generally cost incurred in the implementation phase of customer contract for the delivery of BPO HCM services and is a prerequisite for being able to deliver these services. They are incurred from own employees, external consultants and external suppliers. These costs are deferred and amortised evenly over the period the outsourcing services are provided.
Customer project liabilities are generally payments from customers specific to a given contract, to cover part of the costs for the implementation of the outsourcing contract. The customer payments are recognised as revenue evenly as the Group fulfils the related performance obligations over the contract period.
Prepayments from customers comprise a combination of short- and long-term advances from customers. The short-term advances are typically deferred revenues related to smaller projects or change orders related to the system solution. The long-term liabilities relate to initial advances paid upon signing the contract. These advances are contracted to be utilised by the customer on either transformation projects, change orders or other projects. These advances are recognised as revenue when the work is performed on agreed projects. If\u00a0the contract expires or is terminated any unused amount becomes the property of Zalaris and is recognised as revenue by the Group.
Zalaris Consulting
Consulting services consist of services delivered and defined by project plans with defined milestones and completion specifications (one performance obligation). The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue based on the labour hours incurred relative to the total expected labour hours to complete the installation. Where contracts have clauses of support hours utilised by the customer the revenue is recognised when support has been delivered. In contracts where some unused hours may be transferred to later periods the performance obligation is not deemed fulfilled, and revenue is only recognised when the hours later are utilised or on the last possible time of transfer of un-utilised hours to future periods.
Transaction price
The transaction price is determined either by fixed agreed price per period for licenses and hosting services while for outsourcing and consulting the actual consumption, being manhours spent or customer employee transactions initiated on agreed price per unit. The variable element of the contracts is typically not limited on customer-initiated transactions while transition and change projects can be limited. The transaction price is distributed over the time the services have been rendered.
All material contracts with the customers are for periods of one year or less or are billed based on time incurred or products or services delivered. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.
Note 06\tShare-based payment plan
Zalaris ASA (the \u201cCompany\u201d) operates a share-based payment plan for members of the executive management and key employees. The share-based payment plan consists of a share option program and restricted stock units (\u201cRSUs\u201d).
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option and RSUs or appreciation right, volatility and dividend yield and making assumptions about them. The fair value of the RSUs is the weighted average share price at the grant date.
Employee share options are not subject to any performance-based vesting conditions. The Company has the option to settle the share options in cash or equity; however they have no legal or constructive obligation to repurchase or offer cash-settlements for options granted. The company presents this as settled equity. Non-vested share options are cancelled when the employee has given notice of termination and are treated as forfeited. The fair value of the share options is estimated at the grant date using the Black-Scholes option pricing model, considering the terms and conditions upon which the share options were granted. Historic volatility is assumed to be a reasonable indicator of expected volatility. Expected volatility is therefore de\ufb01ned as historic volatility. The risk-free interest rate used for share option calculations is collected as of grant date of Norwegian state bonds from Norges Bank. Where there is no exact match between the term of the interest rates and the term of the share options, interpolation is used to estimate a comparable term.Note 08\tProperty, plant and equipment
Fixed assets are valued at cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and depreciation are derecognised, and any gain or loss on the sale or disposal is recognised in the income statement.
The gross carrying amount of fixed assets is the purchase price, including duties/taxes and direct acquisition costs related to making the fixed asset ready for use.
The depreciation periods and methods are assessed each year. The residual value is estimated every year-end and changes in the estimate for residual value are accounted for as an estimation change. The residual value of the Group\u2019s fixed assets is estimated to be nil.
Note 09\tRight-of-use assets and lease liabilities
At the inception of a contract, Zalaris assesses whether the contract is, or contains, a lease in accordance with IFRS 16, Zalaris recognises a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied:
\u2022Short-term leases (defined as 12 months or less)
\u2022Low value assets (NOK 50\u00a0000 or less)
For these leases, Zalaris recognises the lease payments as other operating expenses in the statement of profit or loss when they incur.
The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term that are not paid at the commencement date. The lease term represents the non-cancellable period of the lease, together with both periods covered by an option to extend the lease when Zalaris is reasonably certain to exercise that option, and periods covered by an option to terminate the lease when Zalaris is reasonably certain not to exercise that option. Based on relevant circumstances, Zalaris does consider whether to exercise extension options or termination options or not when determining the lease term.
Zalaris has solely based the present value calculations on the incremental borrowing rate, reflected by the current revolving credit facility interest rate. Since both the right-of-use asset and lease liability are measured from initial application date, the incremental borrowing rate regards the remaining lease term and remaining minimum rental payments for operating leases that commenced before the date of initial application.
The lease payments are presented under finance activities in cash flow statement.
The leases do not contain any restrictions on Zalaris\u2019 dividend policy or financing. Zalaris does not have significant residual value guarantees related to its leases to disclose.
Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred.Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
Fair value of financial instruments
The Group classi\ufb01es fair value measurements by using a fair value hierarchy which re\ufb02ects the importance of the input used in the preparation of the measurements. The fair value hierarchy has the following levels:
Level 1: Non-adjusted quoted prices in active markets.\t
Level 2: Other data than the quoted prices included in Level 1, which are observable for assets or liabilities either directly, i.e. as prices, or indirectly, as derived from prices.
Level 3: Data for the asset or liability which is based on unobservable market data.
It is assessed that the carrying amounts of \ufb01nancial instruments recognised at amortised cost in the \ufb01nancial statements approximate their fair values. The assessment is based on a judgment that difference between interest rate at year-end compared to draw down.
Value assessment of liabilities of financial instruments is set Level 3 in the fair value hierarchy.
Financial risk management
The Group has some exposure to risks from its use of \ufb01nancial instruments, including credit risk, liquidity risk, interest rate risk and currency risk. This note presents information about the Group\u2019s exposure to each of the above-mentioned risks, and the Group\u2019s objectives, policies and processes for managing such risks. At the end of this note, information regarding the Group\u2019s capital management is provided.
Market Risk from Financial Instruments
Market risk is the risk that the fair value of future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market prices. Market prices comprise three types of risk: market risk (e.g. interest rate risk and currency risk), commodity price risk and other price risk. The Company\u2019s \ufb01nancial instruments are mainly exposed to interest rate and currency risks.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market interest rates. The Group\u2019s interest risk mainly relates to the Company\u2019s RCF of EUR 35 million (see Note 12), which has an interest rate equal to the 3 months Euribor plus 1.85%. Any +0.5 percentage point increase in the 3 months Euribor would increase the Group\u2019s annual interest expense by approximately NOK 2.0 million. The interest risk is thus considered to be moderate.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in foreign exchange rates. The Company is primarily exposed to foreign exchange risk arising from various currency exposures with respect to the EUR, SEK, GBP, PLN and AUD in relation to its debt obligations as well as from commercial transactions.
For operational transactions denominated in currencies other than the functional currency of the entities in the Group, the Company\u2019s policy is to exchange into foreign currency as required on a spot basis. Most transactions carried out by Group entities are done in the functional currency of those entities.Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a \ufb01nancial instrument or customer contract, leading to a \ufb01nancial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its \ufb01nancing activities, including deposits with banks and \ufb01nancial institutions, derivatives, debt instruments and account receivables. The counterparty to the cash and cash equivalents and deposits banks which are assessed to be solid.
Trade Receivables and Contract Assets
Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a credit rating scorecard and individual credit limits are de\ufb01ned in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Group has a customer portfolio of well-known companies and has had low credit losses (see Note 16).
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation re\ufb02ects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are in several jurisdictions and industries and operate in largely independent markets.
Liquidity risk
Liquidity risk is the risk of being unable to pay \ufb01nancial liabilities as they fall due. The Group\u2019s approach to managing liquidity risk is to ensure that it will always have enough liquidity to meet its \ufb01nancial liabilities as they fall due, under normal as well as extraordinary circumstances, without incurring unacceptable losses or risking damage to the Group\u2019s reputation. Prudent liquidity risk management implies maintaining enough cash and the availability of appropriate funding. The group has for most of its customers 30 days payment terms although in exceptional cases some customers may have up to 90 days payment terms.
The table below details the contractual maturities for the Group\u2019s \ufb01nancial liabilities. The tables do not include interest payments. The contractual amounts were estimated based on the closing exchange rates at balance sheet date.
Capital management
A key objective in relation to capital management is to ensure that the Company maintains a sufficient capital structure to support its business development and to maintain a strong credit rating. The Company evaluates its capital structure considering current and projected cash \ufb02ows, potential new business opportunities and the Group\u2019s \ufb01nancial commitments.
The Company has a long-term equity ratio target of between 25\u201330%. The equity ratio as of 31 December 2025 was 21.2% (19.8%).
The Group aims to maximise shareholder return over time, and the long-term target is to distribute dividends to shareholders of around 50% of the annual net profit before tax, taking into consideration its outlook, investment opportunities and financial position. There are restrictions on dividend payments in the RCF agreement.
To maintain or adjust the capital structure, the Company may issue new shares or obtain new loans.
Note 14\tIncome taxes
Income tax expense for the period comprises current tax expense and deferred tax expense. Tax is recognised in the income statement, except to the extent that it relates to items in other comprehensive income or directly in equity where it is then presented. Items of the other comprehensive income presented net of related tax effects in the Statement of Other Comprehensive Income.
Deferred tax assets and liabilities are calculated based on existing temporary differences between the carrying amounts of assets and liabilities in the financial statement and their tax bases, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
The companies included in the consolidated financial statement are subject to income tax in the countries where they are domiciled.
Note 15\tEarnings per share
The calculation of basic earnings per share is based on the net income attributable to the shareholders of the parent company and a weighted average number of shares outstanding during the years ending 31 December 2025 and 31 December 2024 respectively. Shares issued during the periods are included in the calculations of weighted average number of shares from the date the shares issue was approved by the general meeting. Diluted equity instruments outstanding are related to employee share-based payment programs. The calculation is consistent with the calculation of the basic earnings per share, but gives at the same time effect to all dilutive potential ordinary shares that were outstanding during the period, by adjusting the profit/ loss and the weighted average number of shares outstanding for the effects of all dilutive potential shares,The weighted average number of ordinary shares is increased by the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary.
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.
Losses on trade accounts receivable are classified as other operating expenses in the income statement. See\u00a0note 13for assessment of credit risk.Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment.
As Zalaris does not have trade receivable with terms longer than one year there are no significant financing component in the accounts receivables as defined by IFRS 15 \u2013 Revenue from Contracts with customers.
Further, according to IFRS 9, Zalaris recognises a loss allowance based on lifetime ECLs (Expected Credit Loss) after the simplified approach when the asset does not consist of a significant financing component in accordance with IFRS 15. Zalaris uses a provision matrix as a practical approach for measuring expected credit losses for trade receivables. The provision matrix is based on historical default rates within different ranges of overdue receivables for groupings of trade receivables that share similar default patterns. Groupings are made based on segment and product type. The assessment of the correlation between historical, observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group\u2019s historical credit loss experience and forecast of\u00a0economic conditions may also not be representative of the customer\u2019s actual default in the future.Cash and the equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
The Group pays salaries on behalf of a few of its customers. For this purpose, separate deposit accounts are established. These deposits accounts are not recognised in the Group\u2019s balance sheets. The table below provides information about the total balance of these deposit accounts.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__16": { "value": "Corporate information
The Zalaris Group consists of Zalaris ASA and its subsidiaries. Zalaris ASA is a limited liability company domiciled in Norway. The Group\u2019s registered office is in Hoffsveien 4, Oslo, Norway. The Group is a provider of payroll and human capital management solutions.
The consolidated financial statements of Zalaris for the period ending on 31 December 2025 were approved in a board meeting on 20 April 2026.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__5": { "value": "Zalaris ASA ", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__6": { "value": "Zalaris ASA ", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__7": { "value": "Zalaris ASA ", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__11": { "value": "limited liability company ", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__8": { "value": "Norway", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__9": { "value": "Norway", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__10": { "value": "Norway", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__12": { "value": "Hoffsveien 4, Oslo, Norway. ", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__13": { "value": "The Group is a provider of payroll and human capital management solutions.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__15": { "value": "The consolidated financial statements of Zalaris for the period ending on 31 December 2025 were approved in a board meeting on 20 April 2026. ", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__17": { "value": "Statement of compliance
The Group\u2019s consolidated financial statements of Zalaris ASA for the accounting year 2025 are prepared in accordance with IFRS Accounting Standards as adopted by the EU and effective as of 31 December 2025. Zalaris also provides additional disclosures in accordance with requirements in the Norwegian Accounting Act.
The consolidated financial statements are based on the principles of historic cost, apart from financial instruments which are recognised at fair value. The consolidated financial statements have been prepared based on the going concern principle.
The consolidated financial statements are presented in Norwegian kroner (NOK). All values
are rounded to the nearest NOK thousands, except when otherwise indicated. The functional currency of Zalaris ASA is Norwegian kroner (NOK).
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__18": { "value": "The consolidated financial statements have been prepared based on the going concern principle. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__20": { "value": "Basis of consolidation
The consolidated financial statements comprise the financial statements of Zalaris ASA and its subsidiaries (together referred to as \u201cthe Group\u201d). Subsidiaries are all entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity to obtain benefits from its activities. The results of subsidiaries
acquired or disposed during the year are included in the consolidated financial statement from the date when control is obtained, to the date the Group no longer has control. The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting policies.
All intra group balances and transactions have been eliminated upon consolidation. Accounting policies of subsidiaries are changed if necessary to ensure consistency with the policies adopted by the Group.
Consolidation of a subsidiary begins when the Group obtains control and ceases when the Group loses control. This means that income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of Zalaris ASA and to the non-controlling interests.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__21": { "value": "Basis of consolidation
The consolidated financial statements comprise the financial statements of Zalaris ASA and its subsidiaries (together referred to as \u201cthe Group\u201d). Subsidiaries are all entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity to obtain benefits from its activities. The results of subsidiaries
acquired or disposed during the year are included in the consolidated financial statement from the date when control is obtained, to the date the Group no longer has control. The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting policies.
All intra group balances and transactions have been eliminated upon consolidation. Accounting policies of subsidiaries are changed if necessary to ensure consistency with the policies adopted by the Group.
Consolidation of a subsidiary begins when the Group obtains control and ceases when the Group loses control. This means that income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of Zalaris ASA and to the non-controlling interests.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__22-1": { "value": "Foreign currency translation
The Group\u2019s presentation currency is Norwegian Kroner (NOK). The functional currency of the Parent Company is NOK.
For consolidation purposes, the balance sheet figures for subsidiaries with a different functional currency than NOK are translated into the presentation currency (NOK) at the rate applicable at the balance sheet date. Income statements are translated at the average monthly exchange rate. Exchange differences from translating subsidiaries are recognised in other comprehensive income.
Transactions in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates at the transaction date. Monetary balances in foreign currencies are translated into the functional currency at the exchange rates on the date of the balance sheet. 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 are recognised in the statement of profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__23-1": { "value": "Foreign currency translation
The Group\u2019s presentation currency is Norwegian Kroner (NOK). The functional currency of the Parent Company is NOK.
For consolidation purposes, the balance sheet figures for subsidiaries with a different functional currency than NOK are translated into the presentation currency (NOK) at the rate applicable at the balance sheet date. Income statements are translated at the average monthly exchange rate. Exchange differences from translating subsidiaries are recognised in other comprehensive income.
Transactions in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates at the transaction date. Monetary balances in foreign currencies are translated into the functional currency at the exchange rates on the date of the balance sheet. 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 are recognised in the statement of profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__26-1": { "value": "New and revised accounting standards and interpretations
The are no new standards effective as of 1stJanuary 2025 (or before) and none to consider of the presentation of the accounts of 2025.
The following standards effective as of 1stJanuary 2025 (or before) does not have any material implication for the Group, and hence had no effect on the figures presented as at 31 December 2025.
Lack of Exchangeability \u2013 Amendments to IAS 21 (2025-01)
Standards issued but not yet effective
Standards, amendments, and interpretations to existing standards that are not yet effective and for which early adoption has not been applied by the Group, are listed below. The Group will adopt these new and amended standards and interpretations, if applicable, when they become effective.
Changes in IFRS 9 and IFRS 7 Disclosure of Financial Instruments (2026-01)
IRFS 18 Presentation and Disclosure of Financial statements (2027-01)
IFRS 19 Subsidiaries without Public Accountability \u2013 Disclosures (2027-01)
Expected effect of IFRS 18
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.
The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified \u2018roles\u2019 of the primary financial statements (PFS) and the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from \u2018profit or loss\u2019 to \u2018operating profit or loss\u2019 and removing the optionality around classification of cash flows from dividends and interest.
The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Group\u2019s financial statements are, as follows:
Foreign exchange difference will be classified in the category where the related income and expense form the item giving rising to the foreign exchange difference.
New disclosure will be added: (a) management-defined performance measures; and (b) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.
Interest received and interest paid will be classified in the investing activities and financing activities, respectively, on the statement of cash flows.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesAccountingEstimatesAndErrorsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__27-1": { "value": "New and revised accounting standards and interpretations
The are no new standards effective as of 1stJanuary 2025 (or before) and none to consider of the presentation of the accounts of 2025.
The following standards effective as of 1stJanuary 2025 (or before) does not have any material implication for the Group, and hence had no effect on the figures presented as at 31 December 2025.
Lack of Exchangeability \u2013 Amendments to IAS 21 (2025-01)
Standards issued but not yet effective
Standards, amendments, and interpretations to existing standards that are not yet effective and for which early adoption has not been applied by the Group, are listed below. The Group will adopt these new and amended standards and interpretations, if applicable, when they become effective.
Changes in IFRS 9 and IFRS 7 Disclosure of Financial Instruments (2026-01)
IRFS 18 Presentation and Disclosure of Financial statements (2027-01)
IFRS 19 Subsidiaries without Public Accountability \u2013 Disclosures (2027-01)
Expected effect of IFRS 18
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.
The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified \u2018roles\u2019 of the primary financial statements (PFS) and the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from \u2018profit or loss\u2019 to \u2018operating profit or loss\u2019 and removing the optionality around classification of cash flows from dividends and interest.
The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Group\u2019s financial statements are, as follows:
Foreign exchange difference will be classified in the category where the related income and expense form the item giving rising to the foreign exchange difference.
New disclosure will be added: (a) management-defined performance measures; and (b) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.
Interest received and interest paid will be classified in the investing activities and financing activities, respectively, on the statement of cash flows.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__31": { "value": "Note 01\tKey sources of estimation uncertainty, judgments and assumptions
General
The preparation of the financial statements in accordance with IFRS requires management to make judgments, use estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
Customer projects
A portion of costs incurred in the initial phase of outsourcing contracts may be deferred when they are specific to a given contract, relating to future activity on the contract, will generate future economic benefits and are recoverable. These costs are capitalised as \u201ccustomer projects assets\u201d and any prepaid revenues by the client are presented separately as \u201ccustomer projects
liabilities\u201d in the statement of financial position. The deferred costs are expensed evenly over the period the outsourcing services are provided and included in the line item \u201cAmortisation implementation costs customer projects\u201d. Likewise, the income from prepayments from customers related to performance obligations is recognised by the same principles. The customer\u2019s acceptance of startup signifies the recognition of the delivery and revenue is hence rendered from this date forward. Capitalised customer projects are tested at least annually for impairment.
Based on the identification of performance obligations and the transaction price has been determined, the transaction price is allocated to the performance obligations. This is done in proportion to their stand-alone selling prices. The stand-alone selling price is the price of selling a good or service on a stand-alone basis at contract inception. If stand-alone selling prices are not directly observable, one must make estimates based on information that is reasonably available. In many cases, the stand-alone selling price will be directly observable as it is based on hours.
Capitalization of intangible assets
Development costs of software have been capitalised as intangible assets to the extent it is assessed that future benefits can be substantiated. Judgment as to determining which amount of expenses can be capitalised has been applied.
Impairment of non-financial assets
IAS 36 requires Zalaris to assess indicators that could cause an asset or a cash generating unit (CGU) to become impaired. The assessment of such impairment indicators and the identification of CGUs involves judgement, including assessment of whether active markets exist, and the level of interdependency of cash flows. An impairment loss is recognized to the extent that the assets or CGU\u2019s carrying value exceeds its recoverable amount. Determination of the recoverable amount involves management estimates on highly uncertain matters and refer to the higher of fair value less cost to sell and value-in-use. The value-in-use is influenced by market conditions in the regions where Zalaris carries out its business. Further, significant judgment is applied in the assessment of the useful life and residual value of the assets. Expected useful life is influenced by several uncertain factors, including but not limited
to technology development and climate related matters. If there are any indications of impairment, the Group will test if carrying amounts exceed its recoverable amount. See Note 10for further explanation.
Deferred tax assets
Zalaris recognises deferred tax assets if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses int the same jurisdiction can be utilised. Management has used significant judgement in considering future taxable income when assessing whether these assets should be recognized, taking into consideration that stronger evidence for utilisation is required for entities with a history of recent tax losses. Further information about deferred tax is provided in Note14.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__32": { "value": "Note 02\tSegment information
The Corporate Management Team is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. The Group is organised into business units based on its main products and services and has two reportable segments, as follows:
The Managed Services segment, which includes a full range of payroll and HR outsourcing services, such as payroll processing, time and attendance, travel expenses as well as related cloud system solutions and services. This includes additional cloud-based HR functionality to existing outsourcing customers such as talent management, digital personnel archive, HR analytics, mobile solutions, etc. These services are predominantly of a recurring nature and are generally based on long-term contracts (3\u20137 years).
The Zalaris Consulting segment, which includes the implementation of SAP HCM & Payroll and SuccessFactors, based on Zalaris templates, or implementation of customer-specific functionalities. This segment unit also assists customers with cost-effective maintenance and support of customers\u2019 own on-premises SAP solutions (\u201cAMO\u201d). The AMO services are generally of a recurring nature, and many of the services are based on long-term customer relationships.
The vyble GmbHsegment is investment in the small enterprise market with focus in Germany, but with plans to expand to other countries. The solution for this market is separate from the other two segments in market and technology. Its software solutions stand alone and are not integrated with PeopleHub.
In addition, Zalaris established, during 2023, a new geographical region, encompassing the Asia-Pacific (APAC), headquartered in Australia. The new region offers products and services from both Zalaris Consulting and Managed Services. This was classified as a separate business segment in 2023 and 2024 but has been included in the MS and ZC segments from 2025. 2024 figures have been reclassified accordingly. Further, vyble GmbH, is a company supplying payroll services to small enterprises. This is presented as a separate segment.
Items that are not allocated to business segments are mainly intercompany sales, interest-bearing loans and other associated expenses and assets related to administration of the Group. The Group\u2019s executive management is the chief decision maker in the Group. The investing activities comprise the total cost in the period for the acquisition of assets that have an expected useful life of more than one year.
2025
NOK 1\u00a0000 | ManagedServices | Zalaris Consulting | vybleGmbH | Gr.Ovhd &Unallocated | Total |
Revenue, external | 1\u00a0163\u00a0444 | 336\u00a0758 | 3\u00a0045 | - | 1\u00a0503\u00a0247 |
Operating expenses | (844\u00a0899) | (314\u00a0627) | (5\u00a0399) | (38\u00a0953) | (1\u00a0203\u00a0878) |
EBITDA | 318\u00a0545 | 22\u00a0131 | (2\u00a0354) | (38\u00a0953) | 299\u00a0369 |
Depreciation and amortisation | (95\u00a0078) | (12\u00a0014) | (1\u00a0640) | (31\u00a0732) | (140\u00a0464) |
EBIT | 223\u00a0467 | 10\u00a0117 | (3\u00a0994) | (70\u00a0685) | 158\u00a0905 |
Net financial income/(expenses) | (75\u00a0191) | (66\u00a0594) | |||
Income tax | (30\u00a0313) | (30\u00a0959) | |||
Profit for the period | 223\u00a0467 | 10\u00a0117 | (3\u00a0994) | (176\u00a0189) | 53\u00a0398 |
2024
NOK 1\u00a0000 | ManagedServices | Zalaris Consulting | vybleGmbH | Gr.Ovhd &Unallocated | Total |
Revenue, external | 1\u00a0002\u00a0707 | 338\u00a0987 | 4\u00a0588 | - | 1\u00a0346\u00a0282 |
Operating expenses | (771\u00a0000) | (307\u00a0311) | (5\u00a0606) | (46\u00a0577) | (1\u00a0130\u00a0494) |
Sale of assets | - | - | - | 10\u00a0504 | 10\u00a0503 |
EBITDA | 231\u00a0707 | 31\u00a0676 | (1\u00a0018) | (36\u00a0073) | 226\u00a0291 |
Depreciation and amortisation | (68\u00a0985) | (10\u00a0480) | (1\u00a0631) | (31\u00a0545) | (112\u00a0641) |
EBIT | 162\u00a0722 | 21\u00a0196 | (2\u00a0649) | (67\u00a0618) | 113\u00a0651 |
Net financial income/(expenses) | (64\u00a0196) | (64\u00a0196) | |||
Income tax | (16\u00a0010) | (16\u00a0010) | |||
Profit for the period | 162\u00a0722 | 21\u00a0196 | (2\u00a0649) | (147\u00a0824) | 33\u00a0445 |
*\u200c\tAPAC is for 2024 reclassified to segments Zalaris Consulting and Managed Services
Geographic information
The Group\u2019s operations are carried out in several countries, and information regarding revenue based on geography is provided below. Information is based on the location of the entity generating the revenue, which primarily corresponds to the geographical location of the customers.
Revenue from external customers attributable to:
2025 | 2024 | |||||||||
NOK 1\u00a0000 | MS | ZC | vyble GmbH | Total | as % of total | MS | ZC | vyble GmbH | Total | as % of total |
Northern Europe | 746\u00a0524 | 8\u00a0462 | 754\u00a0986 | 50.2% | 653\u00a0732 | 3\u00a0180 | 656\u00a0912 | 48.8% | ||
Norway | 271\u00a0824 | 1\u00a0093 | 272\u00a0918 | 18.2% | 246\u00a0075 | 1\u00a0050 | 247\u00a0126 | 18.4% | ||
Denmark | 118\u00a0970 | 30 | 119\u00a0000 | 7.9% | 112\u00a0941 | - | 112\u00a0941 | 8.4% | ||
Sweden | 147\u00a0378 | 4\u00a0170 | 151\u00a0548 | 10.1% | 128\u00a0427 | 766 | 129\u00a0193 | 9.6% | ||
Finland | 122\u00a0689 | 122\u00a0689 | 8.2% | 103\u00a0655 | - | 103\u00a0655 | 7.7% | |||
Latvia | 74\u00a0015 | 2\u00a0307 | 76\u00a0322 | 5.1% | 52\u00a0904 | 680 | 53\u00a0583 | 4.0% | ||
Lithuania | 5\u00a0059 | 749 | 5\u00a0808 | 0.4% | 5\u00a0317 | 521 | 5\u00a0839 | 0.4% | ||
Estonia | 6\u00a0590 | 112 | 6\u00a0702 | 0.4% | 4\u00a0413 | 163 | 4\u00a0576 | 0.3% | ||
Central Europe | 353\u00a0252 | 232\u00a0123 | 3\u00a0045 | 588\u00a0420 | 39.1% | 305\u00a0494 | 240\u00a0208 | 4\u00a0587 | 550\u00a0289 | 40.9% |
Germany | 329\u00a0565 | 174\u00a0315 | 3\u00a0045 | 506\u00a0926 | 33.7% | 284\u00a0573 | 184\u00a0587 | 4\u00a0587 | 473\u00a0747 | 35.2% |
Poland | 23\u00a0126 | 57\u00a0808 | 80\u00a0934 | 5.4% | 20\u00a0921 | 55\u00a0621 | 76\u00a0541 | 5.7% | ||
Spain | 561 | 561 | - | - | - | |||||
UK & Ireland | 52\u00a0389 | 36\u00a0449 | 88\u00a0838 | 5.9% | 38\u00a0700 | 47\u00a0437 | 86\u00a0136 | 6.4% | ||
England | 45\u00a0583 | 36\u00a0449 | 82\u00a0031 | 5.5% | 34\u00a0252 | 47\u00a0437 | 81\u00a0688 | 6.1% | ||
Ireland | 6\u00a0807 | - | 6\u00a0807 | 0.5% | 4\u00a0448 | - | 4\u00a0448 | 0.3% | ||
APAC | 59\u00a0724 | 59\u00a0724 | 4.0% | 48\u00a0200 | 48\u00a0200 | 3.6% | ||||
Australia | - | 55\u00a0983 | 55\u00a0983 | 3.7% | - | 43\u00a0372 | 43\u00a0372 | 3.2% | ||
Singapore | - | 3\u00a0740 | 3\u00a0740 | 0.2% | - | 4\u00a0828 | 4\u00a0828 | 0.4% | ||
Other | 11\u00a0278 | - | 11\u00a0278 | 0.8% | 4\u00a0745 | - | 4\u00a0745 | 0.4% | ||
Czech Republic | 11\u00a0278 | - | 11\u00a0278 | 0.8% | 1\u00a0219 | - | 1\u00a0219 | 0.1% | ||
Hungary | - | - | 3\u00a0527 | - | 3\u00a0527 | 0.3% | ||||
Total | 1\u00a0163\u00a0444 | 336\u00a0757 | 3\u00a0045 | 1\u00a0503\u00a0246 | 100% | 1\u00a0002\u00a0671 | 339\u00a0025 | 4\u00a0587 | 1\u00a0346\u00a0282 | 100% |
The Group has no customers, which accounts for more than 10% of the total revenue.
Note 02\tSegment information
The Corporate Management Team is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. The Group is organised into business units based on its main products and services and has two reportable segments, as follows:
The Managed Services segment, which includes a full range of payroll and HR outsourcing services, such as payroll processing, time and attendance, travel expenses as well as related cloud system solutions and services. This includes additional cloud-based HR functionality to existing outsourcing customers such as talent management, digital personnel archive, HR analytics, mobile solutions, etc. These services are predominantly of a recurring nature and are generally based on long-term contracts (3\u20137 years).
The Zalaris Consulting segment, which includes the implementation of SAP HCM & Payroll and SuccessFactors, based on Zalaris templates, or implementation of customer-specific functionalities. This segment unit also assists customers with cost-effective maintenance and support of customers\u2019 own on-premises SAP solutions (\u201cAMO\u201d). The AMO services are generally of a recurring nature, and many of the services are based on long-term customer relationships.
The vyble GmbHsegment is investment in the small enterprise market with focus in Germany, but with plans to expand to other countries. The solution for this market is separate from the other two segments in market and technology. Its software solutions stand alone and are not integrated with PeopleHub.
In addition, Zalaris established, during 2023, a new geographical region, encompassing the Asia-Pacific (APAC), headquartered in Australia. The new region offers products and services from both Zalaris Consulting and Managed Services. This was classified as a separate business segment in 2023 and 2024 but has been included in the MS and ZC segments from 2025. 2024 figures have been reclassified accordingly. Further, vyble GmbH, is a company supplying payroll services to small enterprises. This is presented as a separate segment.
Items that are not allocated to business segments are mainly intercompany sales, interest-bearing loans and other associated expenses and assets related to administration of the Group. The Group\u2019s executive management is the chief decision maker in the Group. The investing activities comprise the total cost in the period for the acquisition of assets that have an expected useful life of more than one year.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__41": { "value": "Note 03\tRevenue from contracts with customers
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group\u2019s revenue consists of revenue from providing payroll and HR services, Managed Services, which also include cloud services. The other segment is Zalaris Consulting.
Managed Services; the revenue from contracts related to outsourcing consists of a basic fixed fee and variable revenue based on several factors such as the number of employees, pay slips and expense claims produced. All the above-mentioned deliverables are highly interrelated and are therefore considered to not be separate identifiable, i.e. one performance obligation. Revenue from outsourcing contracts is also recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Cloud services is a part of Managed Services, delivered by the Group may comprise several deliverables (monthly services, hosting, licenses etc.) The hosting of program solutions is either on the Group\u2019s platform or a third-party platform. All the deliverables are highly interdependent and are therefore deemed to be one performance obligation. The revenue from cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Zalaris Consulting; the revenue contains one performance obligation, i.e. consultant services. For the majority of the Group\u2019s consulting activity, revenue from these contracts is recognised over time since the customer simultaneously receives and consumes the benefits provided by the Group. The measurement of progress is based on hours. There are however some contracts that are invoiced on milestones.
Costs related to customer contracts are expensed as incurred.
Principal versus agent considerations (Cloud services)
For Cloud services the Group delivers services partly based on a SAP-license. Where hosting services are delivered from the Group together with other services rendered, the customer will have to discontinue the hosting service upon a termination of the contract. Where the hosting is rendered by a third party there is a possibility for the customer to continue to receive the hosting service, but without the add-ons and services rendered by the Group. This will leave the customer with a different product, and hence the Group is the principal supplier of cloud services as a whole.
Consideration
The Group\u2019s revenue is determined on contractual pricing connected to delivered services within a certain period. Outsourcing and Cloud services revenue is based on rendered service in the period while consulting services are invoiced based on hourly performance. The is no right of return of the services sold by the Group.
If the consideration in a contract includes a variable amount, the Group estimates the most likely amount of consideration to which it will be entitled in exchange for transferring the good or service to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Consideration of significant financing component in a contract
The Group invoices for delivered services throughout the contractual period. Some of these services are short-term financed by the Group while outsourcing contracts contains an element of financing over the contract periods. However, the financing of customer project is not considered to be significant. For contracts with duration of 12 months or less the Group has chosen to apply the practical expedient not to adjust any prepayments form customers.
Disaggregated revenue information
The Group\u2019s revenue from contracts with customers has been disaggregated and presented in note 2.
Contract balances
NOK 1\u00a0000 | Note | 2025 | 2024 |
Trade receivables | 290\u00a0003 | 291\u00a0862 | |
Customer project assets | 303\u00a0158 | 277\u00a0957 | |
Customer project liabilities | (265\u00a0983) | (245\u00a0475) | |
Prepayments from customers | (22\u00a0879) | (24\u00a0554) | |
Accrued income | 42\u00a0786 | 34\u00a0227 |
Trade receivables are non-interest bearing and are on general terms from 14 to 90 days credit. In 2025 NOK 490 thousand (NOK 99 thousand) was recognised as provision for expected credit losses on trade receivables.
Customer project assets are costs incurred on specific customers contracts, which will be used in satisfying performance obligations in the future, and that are recoverable. These are generally cost incurred in the implementation phase of customer contract for the delivery of BPO HCM services and is a prerequisite for being able to deliver these services. They are incurred from own employees, external consultants and external suppliers. These costs are deferred and amortised evenly over the period the outsourcing services are provided.
Customer project liabilities are generally payments from customers specific to a given contract, to cover part of the costs for the implementation of the outsourcing contract. The customer payments are recognised as revenue evenly as the Group fulfils the related performance obligations over the contract period.
Prepayments from customers comprise a combination of short- and long-term advances from customers. The short-term advances are typically deferred revenues related to smaller projects or change orders related to the system solution. The long-term liabilities relate to initial advances paid upon signing the contract. These advances are contracted to be utilised by the customer on either transformation projects, change orders or other projects. These advances are recognised as revenue when the work is performed on agreed projects. If\u00a0the contract expires or is terminated any unused amount becomes the property of Zalaris and is recognised as revenue by the Group.
Movements in customer project assets through the period:
NOK 1\u00a0000 | 2025 | 2024 |
Opening balance 1 January | 277\u00a0957 | 197\u00a0106 |
Cost capitalized | 95\u00a0423 | 121\u00a0153 |
Amortisation | (70\u00a0185) | (49\u00a0581) |
Currency | (37) | 9\u00a0279 |
Customer projects assets | 303\u00a0158 | 277\u00a0957 |
Movements in customer project liabilities through the period:
NOK 1\u00a0000 | 2025 | 2024 |
Opening balance 1 January | (245\u00a0475) | (182\u00a0588) |
Revenue deferred | (76\u00a0013) | (96\u00a0050) |
Revenue recognised | 55\u00a0102 | 42\u00a0113 |
Currency | 403 | (8\u00a0950) |
Customer project liabilities | (265\u00a0983) | (245\u00a0475) |
Performance obligations
Information related to the Group\u00b4s performance obligations and related revenue recognition is summarised below:
Zalaris Consulting
Consulting services consist of services delivered and defined by project plans with defined milestones and completion specifications (one performance obligation). The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue based on the labour hours incurred relative to the total expected labour hours to complete the installation. Where contracts have clauses of support hours utilised by the customer the revenue is recognised when support has been delivered. In contracts where some unused hours may be transferred to later periods the performance obligation is not deemed fulfilled, and revenue is only recognised when the hours later are utilised or on the last possible time of transfer of un-utilised hours to future periods.
Managed Services (Outsourcing and Cloud)
HR Outsourcing normally consists of services delivered on a regular basis. Typically, the deliverables for these contracts are payroll services where different variable elements are delivered. These may be salary calculation, payslip delivery, accounting reports, official statistics reporting, travel expense claims reimbursed, sick leave registration and reporting etc. All the deliverables are highly interrelated and therefore not capable to be distinct, i.e. one performance obligation. The performance obligation is satisfied over time, because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue based on the labour hours incurred.
Cloud services delivered by the Group comprise of several deliverables (hosting, licenses etc.), all the deliverables are highly interdependent and are therefore deemed to be one performance obligation.
The revenue from the cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Transaction price
The transaction price is determined either by fixed agreed price per period for licenses and hosting services while for outsourcing and consulting the actual consumption, being manhours spent or customer employee transactions initiated on agreed price per unit. The variable element of the contracts is typically not limited on customer-initiated transactions while transition and change projects can be limited. The transaction price is distributed over the time the services have been rendered.
All material contracts with the customers are for periods of one year or less or are billed based on time incurred or products or services delivered. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__42": { "value": "Note 03\tRevenue from contracts with customers
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group\u2019s revenue consists of revenue from providing payroll and HR services, Managed Services, which also include cloud services. The other segment is Zalaris Consulting.
Managed Services; the revenue from contracts related to outsourcing consists of a basic fixed fee and variable revenue based on several factors such as the number of employees, pay slips and expense claims produced. All the above-mentioned deliverables are highly interrelated and are therefore considered to not be separate identifiable, i.e. one performance obligation. Revenue from outsourcing contracts is also recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Cloud services is a part of Managed Services, delivered by the Group may comprise several deliverables (monthly services, hosting, licenses etc.) The hosting of program solutions is either on the Group\u2019s platform or a third-party platform. All the deliverables are highly interdependent and are therefore deemed to be one performance obligation. The revenue from cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Zalaris Consulting; the revenue contains one performance obligation, i.e. consultant services. For the majority of the Group\u2019s consulting activity, revenue from these contracts is recognised over time since the customer simultaneously receives and consumes the benefits provided by the Group. The measurement of progress is based on hours. There are however some contracts that are invoiced on milestones.
Costs related to customer contracts are expensed as incurred.
Principal versus agent considerations (Cloud services)
For Cloud services the Group delivers services partly based on a SAP-license. Where hosting services are delivered from the Group together with other services rendered, the customer will have to discontinue the hosting service upon a termination of the contract. Where the hosting is rendered by a third party there is a possibility for the customer to continue to receive the hosting service, but without the add-ons and services rendered by the Group. This will leave the customer with a different product, and hence the Group is the principal supplier of cloud services as a whole.
Consideration
The Group\u2019s revenue is determined on contractual pricing connected to delivered services within a certain period. Outsourcing and Cloud services revenue is based on rendered service in the period while consulting services are invoiced based on hourly performance. The is no right of return of the services sold by the Group.
If the consideration in a contract includes a variable amount, the Group estimates the most likely amount of consideration to which it will be entitled in exchange for transferring the good or service to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Consideration of significant financing component in a contract
The Group invoices for delivered services throughout the contractual period. Some of these services are short-term financed by the Group while outsourcing contracts contains an element of financing over the contract periods. However, the financing of customer project is not considered to be significant. For contracts with duration of 12 months or less the Group has chosen to apply the practical expedient not to adjust any prepayments form customers.
Disaggregated revenue information
The Group\u2019s revenue from contracts with customers has been disaggregated and presented in note 2.
Contract balances
NOK 1\u00a0000 | Note | 2025 | 2024 |
Trade receivables | 290\u00a0003 | 291\u00a0862 | |
Customer project assets | 303\u00a0158 | 277\u00a0957 | |
Customer project liabilities | (265\u00a0983) | (245\u00a0475) | |
Prepayments from customers | (22\u00a0879) | (24\u00a0554) | |
Accrued income | 42\u00a0786 | 34\u00a0227 |
Trade receivables are non-interest bearing and are on general terms from 14 to 90 days credit. In 2025 NOK 490 thousand (NOK 99 thousand) was recognised as provision for expected credit losses on trade receivables.
Customer project assets are costs incurred on specific customers contracts, which will be used in satisfying performance obligations in the future, and that are recoverable. These are generally cost incurred in the implementation phase of customer contract for the delivery of BPO HCM services and is a prerequisite for being able to deliver these services. They are incurred from own employees, external consultants and external suppliers. These costs are deferred and amortised evenly over the period the outsourcing services are provided.
Customer project liabilities are generally payments from customers specific to a given contract, to cover part of the costs for the implementation of the outsourcing contract. The customer payments are recognised as revenue evenly as the Group fulfils the related performance obligations over the contract period.
Prepayments from customers comprise a combination of short- and long-term advances from customers. The short-term advances are typically deferred revenues related to smaller projects or change orders related to the system solution. The long-term liabilities relate to initial advances paid upon signing the contract. These advances are contracted to be utilised by the customer on either transformation projects, change orders or other projects. These advances are recognised as revenue when the work is performed on agreed projects. If\u00a0the contract expires or is terminated any unused amount becomes the property of Zalaris and is recognised as revenue by the Group.
Movements in customer project assets through the period:
NOK 1\u00a0000 | 2025 | 2024 |
Opening balance 1 January | 277\u00a0957 | 197\u00a0106 |
Cost capitalized | 95\u00a0423 | 121\u00a0153 |
Amortisation | (70\u00a0185) | (49\u00a0581) |
Currency | (37) | 9\u00a0279 |
Customer projects assets | 303\u00a0158 | 277\u00a0957 |
Movements in customer project liabilities through the period:
NOK 1\u00a0000 | 2025 | 2024 |
Opening balance 1 January | (245\u00a0475) | (182\u00a0588) |
Revenue deferred | (76\u00a0013) | (96\u00a0050) |
Revenue recognised | 55\u00a0102 | 42\u00a0113 |
Currency | 403 | (8\u00a0950) |
Customer project liabilities | (265\u00a0983) | (245\u00a0475) |
Performance obligations
Information related to the Group\u00b4s performance obligations and related revenue recognition is summarised below:
Zalaris Consulting
Consulting services consist of services delivered and defined by project plans with defined milestones and completion specifications (one performance obligation). The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue based on the labour hours incurred relative to the total expected labour hours to complete the installation. Where contracts have clauses of support hours utilised by the customer the revenue is recognised when support has been delivered. In contracts where some unused hours may be transferred to later periods the performance obligation is not deemed fulfilled, and revenue is only recognised when the hours later are utilised or on the last possible time of transfer of un-utilised hours to future periods.
Managed Services (Outsourcing and Cloud)
HR Outsourcing normally consists of services delivered on a regular basis. Typically, the deliverables for these contracts are payroll services where different variable elements are delivered. These may be salary calculation, payslip delivery, accounting reports, official statistics reporting, travel expense claims reimbursed, sick leave registration and reporting etc. All the deliverables are highly interrelated and therefore not capable to be distinct, i.e. one performance obligation. The performance obligation is satisfied over time, because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue based on the labour hours incurred.
Cloud services delivered by the Group comprise of several deliverables (hosting, licenses etc.), all the deliverables are highly interdependent and are therefore deemed to be one performance obligation.
The revenue from the cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Transaction price
The transaction price is determined either by fixed agreed price per period for licenses and hosting services while for outsourcing and consulting the actual consumption, being manhours spent or customer employee transactions initiated on agreed price per unit. The variable element of the contracts is typically not limited on customer-initiated transactions while transition and change projects can be limited. The transaction price is distributed over the time the services have been rendered.
All material contracts with the customers are for periods of one year or less or are billed based on time incurred or products or services delivered. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__43": { "value": "Revenue from contracts with customersRevenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group\u2019s revenue consists of revenue from providing payroll and HR services, Managed Services, which also include cloud services. The other segment is Zalaris Consulting.
Managed Services; the revenue from contracts related to outsourcing consists of a basic fixed fee and variable revenue based on several factors such as the number of employees, pay slips and expense claims produced. All the above-mentioned deliverables are highly interrelated and are therefore considered to not be separate identifiable, i.e. one performance obligation. Revenue from outsourcing contracts is also recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Cloud services is a part of Managed Services, delivered by the Group may comprise several deliverables (monthly services, hosting, licenses etc.) The hosting of program solutions is either on the Group\u2019s platform or a third-party platform. All the deliverables are highly interdependent and are therefore deemed to be one performance obligation. The revenue from cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.
Zalaris Consulting; the revenue contains one performance obligation, i.e. consultant services. For the majority of the Group\u2019s consulting activity, revenue from these contracts is recognised over time since the customer simultaneously receives and consumes the benefits provided by the Group. The measurement of progress is based on hours. There are however some contracts that are invoiced on milestones.
Costs related to customer contracts are expensed as incurred.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__44-1": { "value": "Note 04\tPersonell expenses
NOK 1\u00a0000 | 2025 | 2024 |
Salary | 621\u00a0781 | 582\u00a0540 |
Bonus | 29\u00a0691 | 31\u00a0512 |
Social security tax | 96\u00a0185 | 99\u00a0239 |
Pension costs | 30\u00a0815 | 27\u00a0366 |
Share based payments | 10\u00a0273 | 12\u00a0325 |
Other personnel expenses | 29\u00a0993 | 21\u00a0825 |
Capitalised to internal development projects | (8\u00a0601) | (13\u00a0832) |
Capitalised to customer project assets | (76\u00a0826) | (86\u00a0197) |
Total personnel expenses | 733\u00a0311 | 674\u00a0778 |
2025 | 2024 | |
Average number of employees | 1\u00a0166 | 1\u00a0130 |
Average number of FTEs | 1\u00a0061 | 1\u00a0049 |
Note 05\tPensions
Pension for employees in the Norwegian entities
The Group is required to have an occupational pension plan in accordance with the Norwegian law on mandatory occupational pension (\u201cLov om obligatorisk tjenestepensjon\u201d). The Group\u2019s pension plans satisfy the requirements of this law, and represent a de\ufb01ned contribution plan, with disability coverage. At the end of the year there were 124 (129) participants in this de\ufb01ned contribution plan and an AFP (avtalefestet pensjon)-plan with 83 participants.
The pension expenses equal the calculated contribution for the year and is NOK 6.3 million (NOK 5.7 million). The plan is administered by Storebrand.
The AFP-plan is a de\ufb01ned bene\ufb01t multi-employer plan which is \ufb01nanced through contributions that are determined by a percentage of the employee\u2019s earnings. There are currently no reliable measure and allocation of liabilities and assets in the plan. The plan is accounted for as a de\ufb01ned contribution plan which means that the contributions are recognised as expenses with no provisions. The total cost for this plan was NOK 0.7 million (NOK 0.7 million). The premium paid during 2025 was 2.7% of salary between 1 G and 7.1 G. 1G\u00a0equals NOK 130 thousand as of 31 December 2025 (NOK 124.0 thousand).
Pensions for other employees
Employees in Group companies outside Norway have pension plans in accordance with local practice and local legislation. There are only de\ufb01ned contribution plans. Contributions are paid to pension insurance plans and charged to the income statement in the corresponding period. Once the contributions have been paid, there are no further payment obligations.
Denmark has de\ufb01ned contribution plans for all employees, a total of 46 people at year-end. Finland has a de\ufb01ned contribution plan for all its employees, a total of 66 employees. Sweden has a de\ufb01ned contribution plan for all employees, a total of 60 employees. UK has a de\ufb01ned contribution plan for all employees, a total of\u00a049 employees. Germany has de\ufb01ned contribution plan for 1 executive employee.
Total expenses recognised related to pension in 2025 amounted to NOK 30.8 million (NOK 27.3 million).
Note 06\tShare-based payment plan
Zalaris ASA (the \u201cCompany\u201d) operates a share-based payment plan for members of the executive management and key employees. The share-based payment plan consists of a share option program and restricted stock units (\u201cRSUs\u201d).
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option and RSUs or appreciation right, volatility and dividend yield and making assumptions about them. The fair value of the RSUs is the weighted average share price at the grant date.
The costs recognised for the share-based payment plan are shown in the following table:
NOK 1\u00a0000 | 2025 | 2024 |
Restricted Stock Unit costs | 2\u00a0562 | 2\u00a0974 |
Employee share option costs | 7\u00a0711 | 10\u00a0109 |
Accrued social security costs | 403 | 10\u00a0336 |
Total recognised costs | 10\u00a0676 | 23\u00a0419 |
Accrued payroll tax at the end of the period | 9\u00a0215 | 10\u00a0685 |
Restricted stock units
The general meeting of Zalaris ASA held on 22 May 2025, gave the Board, through the approval of the executive remuneration policy, the authority to grant RSUs annually to executive management, with matching requirements. Under this plan the executive management may convert up to 50% of approved bonuses to RSU\u2019s at a 100% higher value (e.g. NOK 50 thousand of annual bonus is converted to NOK 100 thousand worth of RSUs). The purpose of the RSUs is to further align the interests of the Company, its subsidiaries and its shareholders by providing long term incentives in the form of an own investment in the Company done by the participant and matching awards (the RSUs).
The granted RSUs have a three-year vesting period. The RSUs require the employee to purchase the required number of matching shares at the grant date and hold these until the RSUs are fully vested. Non-vested RSUs are cancelled when the employee has given notice of termination and are treated as forfeited. If for some reason the Company is not holding a sufficient number of shares at the relevant settlement date, any RSUs awarded and settled under the plan will prefarably be settled by a cash bonus payment equal to the fair market value per share on the date of settlement multiplied by the number of RSUs. The company does also have the possibility to issue new shares for this purpose. No new RSUs were granted in 2025.
The Company will do its utmost to settle the granted RSUs as shares, and thus accounts for the RSUs as an equity-settled plan.
The following table illustrates the number of RSUs outstanding:
Number of RSUs | 2025 | 2024 |
Outstanding at the beginning of the period | 183\u00a0361 | 136\u00a0663 |
Granted | - | 63\u00a0044 |
Exercised | (37\u00a0974) | (16\u00a0346) |
Outstanding at the end of the period | 145\u00a0387 | 183\u00a0361 |
The fair value of the RSUs is the weighted average share price at grant date:
The weighted average assumptions used | 2025 | 2024 |
Expected life of RSUs (year) | N/A | 3.08 |
Weighted average share price | N/A | 60.00 |
Share Option Program
The general meeting of Zalaris ASA held on 22 May 2025, gave the Board through the approval of the executive remuneration policy, the authority to grant up to 1 million employee share options annually, subject to annual renewal. The strike price is based on the weighted average share price for seven days preceding the grant. The options granted vest after 36 months. Each share option corresponds to one share.
Employee share options are not subject to any performance-based vesting conditions. The Company has the option to settle the share options in cash or equity; however they have no legal or constructive obligation to repurchase or offer cash-settlements for options granted. The company presents this as settled equity. Non-vested share options are cancelled when the employee has given notice of termination and are treated as forfeited.
The following table illustrates the number of options outstanding and their weighted average exercise price (WAEP):
2025 | 2024 | |||
Number of options | WAEP (NOK) | Number of options | WAEP (NOK) | |
Outstanding at the beginning of the period | 1\u00a0745\u00a0200 | 37.59 | 2\u00a0732\u00a0000 | 44.25 |
Granted | 698\u00a0000 | 90.80 | - | - |
Exercised | (732\u00a0600) | 36.79 | (979\u00a0800) | 56.15 |
Terminated | (64\u00a0000) | 36.94 | (7\u00a0000) | 39.16 |
Outstanding at the end of the period | 1\u00a0646\u00a0600 | 59.61 | 1\u00a0745\u00a0200 | 37.59 |
Exercisable at the end of the period | 145\u00a0387 | 40.67 | 48\u00a0600 | 44.76 |
The range of exercise prices for options outstanding at the end of the year was NOK 36.03 to NOK 90.8. With 763 thousand at the lowest, 698 thousand at the top strike price and with 187 thousand in the strike price range 38.12\u201340.67.
The fair value of the share options is estimated at the grant date using the Black-Scholes option pricing model, considering the terms and conditions upon which the share options were granted. There were granted 698\u00a0000 new options in 2025. The key inputs to the model are listed in the table below:
The weighted average assumptions used | 2025 | 2024 |
Expected volatility (%) | 38.05 | N/A |
Risk-free interest rate (%) | 3.49 | N/A |
Expected life of options (year) | 3.21 | N/A |
Weighted average share price | 76.80 | N/A |
Expected dividend | - | N/A |
Exercise prise | 90.80 | N/A |
Historic volatility is assumed to be a reasonable indicator of expected volatility. Expected volatility is therefore de\ufb01ned as historic volatility. The risk-free interest rate used for share option calculations is collected as of grant date of Norwegian state bonds from Norges Bank. Where there is no exact match between the term of the interest rates and the term of the share options, interpolation is used to estimate a comparable term.
Social security costs on employee share options outstanding are estimated at the end of each quarter based on the difference between actual share price and exercise price for the option and recognised as an expense over the vesting period.
Annual share purchase program
The Company completed an annual share purchase program for employees in December 2025. As part of the program, Zalaris has sold 10\u00a0502 own shares to employees at a subscription price of NOK 73.75 per share for Norwegian employees and NOK 67.62 for non-Norwegian employees. The shares were transferred to the employees by February 2026. The subscription price was based on the volume-weighted average share price in the period between 17 November to 24 November 2025, less a 20% discount. To receive the discount the shares have a 24-month lock-up period. The discount is recognised as cost for the Group on the time of transfer of the shares.
See Executive Remuneration Policy available at www.zalaris.comfor detailed information on the Group\u2019s share-based payment plan.
Note 07\tOther operating expenses
NOK 1\u00a0000 | 2025 | 2024 |
External consultants for customer projects | 92\u00a0145 | 108\u00a0201 |
External services | 61\u00a0633 | 61\u00a0180 |
IT and telecom | 72\u00a0059 | 62\u00a0426 |
Office premises | 9\u00a0537 | 13\u00a0593 |
Travel and accomodation | 27\u00a0382 | 24\u00a0293 |
Freight, postage etc. | 54\u00a0602 | 48\u00a0801 |
Marketing | 10\u00a0982 | 10\u00a0417 |
Audit & Accounting | 7\u00a0565 | 7\u00a0643 |
Other expenses | 7\u00a0370 | 11\u00a0088 |
Total other operating expenses | 343\u00a0275 | 347\u00a0642 |
Auditors fee
NOK 1\u00a0000 | 2025 | 2024 |
Audit fee | 4\u00a0488 | 4\u00a0845 |
Other attestation services | 4\u00a0168 | 1\u00a0914 |
Fee for tax services | 220 | 880 |
Other non-audit fees | 56 | 384 |
Total | 8\u00a0932 | 8\u00a0023 |
License fees of NOK 127 293 (108 074) relates in all majority to the total delivery to the customers.
Note 11\tFinance income and finance expenses
NOK 1\u00a0000 | 2025 | 2024 |
Interest income on bank accounts and receivables | 3\u00a0568 | 4\u00a0606 |
Currency gain | (2\u00a0236) | 4\u00a0188 |
Other financial income | - | 1\u00a0799 |
Finance income | 1\u00a0332 | 10\u00a0593 |
Interest expense on financial liabilities measured at amortised cost | 33\u00a0926 | 43\u00a0219 |
Currency loss | 2\u00a0335 | 7\u00a0440 |
Interest expense on leasing | 4\u00a0921 | 4\u00a0003 |
Other financial expenses | 37\u00a0582 | 4\u00a0523 |
Finance expenses | 78\u00a0764 | 59\u00a0185 |
Unrealised foreign exchange profit/(loss) | 2\u00a0241 | (15\u00a0604) |
Net financial items | (75\u00a0191) | (64\u00a0196) |
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Note 04\tPersonell expenses
NOK 1\u00a0000 | 2025 | 2024 |
Salary | 621\u00a0781 | 582\u00a0540 |
Bonus | 29\u00a0691 | 31\u00a0512 |
Social security tax | 96\u00a0185 | 99\u00a0239 |
Pension costs | 30\u00a0815 | 27\u00a0366 |
Share based payments | 10\u00a0273 | 12\u00a0325 |
Other personnel expenses | 29\u00a0993 | 21\u00a0825 |
Capitalised to internal development projects | (8\u00a0601) | (13\u00a0832) |
Capitalised to customer project assets | (76\u00a0826) | (86\u00a0197) |
Total personnel expenses | 733\u00a0311 | 674\u00a0778 |
2025 | 2024 | |
Average number of employees | 1\u00a0166 | 1\u00a0130 |
Average number of FTEs | 1\u00a0061 | 1\u00a0049 |
Note 05\tPensions
Pension for employees in the Norwegian entities
The Group is required to have an occupational pension plan in accordance with the Norwegian law on mandatory occupational pension (\u201cLov om obligatorisk tjenestepensjon\u201d). The Group\u2019s pension plans satisfy the requirements of this law, and represent a de\ufb01ned contribution plan, with disability coverage. At the end of the year there were 124 (129) participants in this de\ufb01ned contribution plan and an AFP (avtalefestet pensjon)-plan with 83 participants.
The pension expenses equal the calculated contribution for the year and is NOK 6.3 million (NOK 5.7 million). The plan is administered by Storebrand.
The AFP-plan is a de\ufb01ned bene\ufb01t multi-employer plan which is \ufb01nanced through contributions that are determined by a percentage of the employee\u2019s earnings. There are currently no reliable measure and allocation of liabilities and assets in the plan. The plan is accounted for as a de\ufb01ned contribution plan which means that the contributions are recognised as expenses with no provisions. The total cost for this plan was NOK 0.7 million (NOK 0.7 million). The premium paid during 2025 was 2.7% of salary between 1 G and 7.1 G. 1G\u00a0equals NOK 130 thousand as of 31 December 2025 (NOK 124.0 thousand).
Pensions for other employees
Employees in Group companies outside Norway have pension plans in accordance with local practice and local legislation. There are only de\ufb01ned contribution plans. Contributions are paid to pension insurance plans and charged to the income statement in the corresponding period. Once the contributions have been paid, there are no further payment obligations.
Denmark has de\ufb01ned contribution plans for all employees, a total of 46 people at year-end. Finland has a de\ufb01ned contribution plan for all its employees, a total of 66 employees. Sweden has a de\ufb01ned contribution plan for all employees, a total of 60 employees. UK has a de\ufb01ned contribution plan for all employees, a total of\u00a049 employees. Germany has de\ufb01ned contribution plan for 1 executive employee.
Total expenses recognised related to pension in 2025 amounted to NOK 30.8 million (NOK 27.3 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__52": { "value": "Note 06\tShare-based payment plan
Zalaris ASA (the \u201cCompany\u201d) operates a share-based payment plan for members of the executive management and key employees. The share-based payment plan consists of a share option program and restricted stock units (\u201cRSUs\u201d).
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option and RSUs or appreciation right, volatility and dividend yield and making assumptions about them. The fair value of the RSUs is the weighted average share price at the grant date.
The costs recognised for the share-based payment plan are shown in the following table:
NOK 1\u00a0000 | 2025 | 2024 |
Restricted Stock Unit costs | 2\u00a0562 | 2\u00a0974 |
Employee share option costs | 7\u00a0711 | 10\u00a0109 |
Accrued social security costs | 403 | 10\u00a0336 |
Total recognised costs | 10\u00a0676 | 23\u00a0419 |
Accrued payroll tax at the end of the period | 9\u00a0215 | 10\u00a0685 |
Restricted stock units
The general meeting of Zalaris ASA held on 22 May 2025, gave the Board, through the approval of the executive remuneration policy, the authority to grant RSUs annually to executive management, with matching requirements. Under this plan the executive management may convert up to 50% of approved bonuses to RSU\u2019s at a 100% higher value (e.g. NOK 50 thousand of annual bonus is converted to NOK 100 thousand worth of RSUs). The purpose of the RSUs is to further align the interests of the Company, its subsidiaries and its shareholders by providing long term incentives in the form of an own investment in the Company done by the participant and matching awards (the RSUs).
The granted RSUs have a three-year vesting period. The RSUs require the employee to purchase the required number of matching shares at the grant date and hold these until the RSUs are fully vested. Non-vested RSUs are cancelled when the employee has given notice of termination and are treated as forfeited. If for some reason the Company is not holding a sufficient number of shares at the relevant settlement date, any RSUs awarded and settled under the plan will prefarably be settled by a cash bonus payment equal to the fair market value per share on the date of settlement multiplied by the number of RSUs. The company does also have the possibility to issue new shares for this purpose. No new RSUs were granted in 2025.
The Company will do its utmost to settle the granted RSUs as shares, and thus accounts for the RSUs as an equity-settled plan.
The following table illustrates the number of RSUs outstanding:
Number of RSUs | 2025 | 2024 |
Outstanding at the beginning of the period | 183\u00a0361 | 136\u00a0663 |
Granted | - | 63\u00a0044 |
Exercised | (37\u00a0974) | (16\u00a0346) |
Outstanding at the end of the period | 145\u00a0387 | 183\u00a0361 |
The fair value of the RSUs is the weighted average share price at grant date:
The weighted average assumptions used | 2025 | 2024 |
Expected life of RSUs (year) | N/A | 3.08 |
Weighted average share price | N/A | 60.00 |
Share Option Program
The general meeting of Zalaris ASA held on 22 May 2025, gave the Board through the approval of the executive remuneration policy, the authority to grant up to 1 million employee share options annually, subject to annual renewal. The strike price is based on the weighted average share price for seven days preceding the grant. The options granted vest after 36 months. Each share option corresponds to one share.
Employee share options are not subject to any performance-based vesting conditions. The Company has the option to settle the share options in cash or equity; however they have no legal or constructive obligation to repurchase or offer cash-settlements for options granted. The company presents this as settled equity. Non-vested share options are cancelled when the employee has given notice of termination and are treated as forfeited.
The following table illustrates the number of options outstanding and their weighted average exercise price (WAEP):
2025 | 2024 | |||
Number of options | WAEP (NOK) | Number of options | WAEP (NOK) | |
Outstanding at the beginning of the period | 1\u00a0745\u00a0200 | 37.59 | 2\u00a0732\u00a0000 | 44.25 |
Granted | 698\u00a0000 | 90.80 | - | - |
Exercised | (732\u00a0600) | 36.79 | (979\u00a0800) | 56.15 |
Terminated | (64\u00a0000) | 36.94 | (7\u00a0000) | 39.16 |
Outstanding at the end of the period | 1\u00a0646\u00a0600 | 59.61 | 1\u00a0745\u00a0200 | 37.59 |
Exercisable at the end of the period | 145\u00a0387 | 40.67 | 48\u00a0600 | 44.76 |
The range of exercise prices for options outstanding at the end of the year was NOK 36.03 to NOK 90.8. With 763 thousand at the lowest, 698 thousand at the top strike price and with 187 thousand in the strike price range 38.12\u201340.67.
The fair value of the share options is estimated at the grant date using the Black-Scholes option pricing model, considering the terms and conditions upon which the share options were granted. There were granted 698\u00a0000 new options in 2025. The key inputs to the model are listed in the table below:
The weighted average assumptions used | 2025 | 2024 |
Expected volatility (%) | 38.05 | N/A |
Risk-free interest rate (%) | 3.49 | N/A |
Expected life of options (year) | 3.21 | N/A |
Weighted average share price | 76.80 | N/A |
Expected dividend | - | N/A |
Exercise prise | 90.80 | N/A |
Historic volatility is assumed to be a reasonable indicator of expected volatility. Expected volatility is therefore de\ufb01ned as historic volatility. The risk-free interest rate used for share option calculations is collected as of grant date of Norwegian state bonds from Norges Bank. Where there is no exact match between the term of the interest rates and the term of the share options, interpolation is used to estimate a comparable term.
Social security costs on employee share options outstanding are estimated at the end of each quarter based on the difference between actual share price and exercise price for the option and recognised as an expense over the vesting period.
Annual share purchase program
The Company completed an annual share purchase program for employees in December 2025. As part of the program, Zalaris has sold 10\u00a0502 own shares to employees at a subscription price of NOK 73.75 per share for Norwegian employees and NOK 67.62 for non-Norwegian employees. The shares were transferred to the employees by February 2026. The subscription price was based on the volume-weighted average share price in the period between 17 November to 24 November 2025, less a 20% discount. To receive the discount the shares have a 24-month lock-up period. The discount is recognised as cost for the Group on the time of transfer of the shares.
See Executive Remuneration Policy available at www.zalaris.comfor detailed information on the Group\u2019s share-based payment plan.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__53": { "value": "Note 06\tShare-based payment plan
Zalaris ASA (the \u201cCompany\u201d) operates a share-based payment plan for members of the executive management and key employees. The share-based payment plan consists of a share option program and restricted stock units (\u201cRSUs\u201d).
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option and RSUs or appreciation right, volatility and dividend yield and making assumptions about them. The fair value of the RSUs is the weighted average share price at the grant date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__55": { "value": "Note 07\tOther operating expenses
NOK 1\u00a0000 | 2025 | 2024 |
External consultants for customer projects | 92\u00a0145 | 108\u00a0201 |
External services | 61\u00a0633 | 61\u00a0180 |
IT and telecom | 72\u00a0059 | 62\u00a0426 |
Office premises | 9\u00a0537 | 13\u00a0593 |
Travel and accomodation | 27\u00a0382 | 24\u00a0293 |
Freight, postage etc. | 54\u00a0602 | 48\u00a0801 |
Marketing | 10\u00a0982 | 10\u00a0417 |
Audit & Accounting | 7\u00a0565 | 7\u00a0643 |
Other expenses | 7\u00a0370 | 11\u00a0088 |
Total other operating expenses | 343\u00a0275 | 347\u00a0642 |
Auditors fee
NOK 1\u00a0000 | 2025 | 2024 |
Audit fee | 4\u00a0488 | 4\u00a0845 |
Other attestation services | 4\u00a0168 | 1\u00a0914 |
Fee for tax services | 220 | 880 |
Other non-audit fees | 56 | 384 |
Total | 8\u00a0932 | 8\u00a0023 |
License fees of NOK 127 293 (108 074) relates in all majority to the total delivery to the customers.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__56": { "value": "Note 07\tOther operating expenses
NOK 1\u00a0000 | 2025 | 2024 |
External consultants for customer projects | 92\u00a0145 | 108\u00a0201 |
External services | 61\u00a0633 | 61\u00a0180 |
IT and telecom | 72\u00a0059 | 62\u00a0426 |
Office premises | 9\u00a0537 | 13\u00a0593 |
Travel and accomodation | 27\u00a0382 | 24\u00a0293 |
Freight, postage etc. | 54\u00a0602 | 48\u00a0801 |
Marketing | 10\u00a0982 | 10\u00a0417 |
Audit & Accounting | 7\u00a0565 | 7\u00a0643 |
Other expenses | 7\u00a0370 | 11\u00a0088 |
Total other operating expenses | 343\u00a0275 | 347\u00a0642 |
Auditors fee
NOK 1\u00a0000 | 2025 | 2024 |
Audit fee | 4\u00a0488 | 4\u00a0845 |
Other attestation services | 4\u00a0168 | 1\u00a0914 |
Fee for tax services | 220 | 880 |
Other non-audit fees | 56 | 384 |
Total | 8\u00a0932 | 8\u00a0023 |
License fees of NOK 127 293 (108 074) relates in all majority to the total delivery to the customers.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__57": { "value": "Note 07\tOther operating expenses
NOK 1\u00a0000 | 2025 | 2024 |
External consultants for customer projects | 92\u00a0145 | 108\u00a0201 |
External services | 61\u00a0633 | 61\u00a0180 |
IT and telecom | 72\u00a0059 | 62\u00a0426 |
Office premises | 9\u00a0537 | 13\u00a0593 |
Travel and accomodation | 27\u00a0382 | 24\u00a0293 |
Freight, postage etc. | 54\u00a0602 | 48\u00a0801 |
Marketing | 10\u00a0982 | 10\u00a0417 |
Audit & Accounting | 7\u00a0565 | 7\u00a0643 |
Other expenses | 7\u00a0370 | 11\u00a0088 |
Total other operating expenses | 343\u00a0275 | 347\u00a0642 |
Auditors fee
NOK 1\u00a0000 | 2025 | 2024 |
Audit fee | 4\u00a0488 | 4\u00a0845 |
Other attestation services | 4\u00a0168 | 1\u00a0914 |
Fee for tax services | 220 | 880 |
Other non-audit fees | 56 | 384 |
Total | 8\u00a0932 | 8\u00a0023 |
License fees of NOK 127 293 (108 074) relates in all majority to the total delivery to the customers.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__58": { "value": "Auditors fee
NOK 1\u00a0000 | 2025 | 2024 |
Audit fee | 4\u00a0488 | 4\u00a0845 |
Other attestation services | 4\u00a0168 | 1\u00a0914 |
Fee for tax services | 220 | 880 |
Other non-audit fees | 56 | 384 |
Total | 8\u00a0932 | 8\u00a0023 |
License fees of NOK 127 293 (108 074) relates in all majority to the total delivery to the customers.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__61": { "value": "Note 08\tProperty, plant and equipment
Fixed assets are valued at cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and depreciation are derecognised, and any gain or loss on the sale or disposal is recognised in the income statement.
The gross carrying amount of fixed assets is the purchase price, including duties/taxes and direct acquisition costs related to making the fixed asset ready for use.
The depreciation periods and methods are assessed each year. The residual value is estimated every year-end and changes in the estimate for residual value are accounted for as an estimation change. The residual value of the Group\u2019s fixed assets is estimated to be nil.
NOK 1\u00a0000 | Land | Buildings | Furniture and\u00a0fixtures | IT-equipment | Total |
Acquisition cost | |||||
At 1stJanuary 2024 | 4\u00a0224 | 27\u00a0115 | 15\u00a0918 | 12\u00a0687 | 59\u00a0944 |
Additions of the year | - | - | 5\u00a0102 | 3\u00a0154 | 8\u00a0256 |
Disposals of the year | (4\u00a0224) | (23\u00a0793) | (4\u00a0524) | (148) | (32\u00a0689) |
Currency effects | - | (3\u00a0291) | 820 | 790 | (1\u00a0681) |
At 31 December 2024 | - | 31 | 17\u00a0316 | 16\u00a0483 | 33\u00a0830 |
Additions of the year | - | - | 511 | 2\u00a0270 | 2\u00a0781 |
Disposals of the year | - | - | (674) | (1\u00a0638) | (2\u00a0312) |
Currency effects | - | - | (548) | (495) | (1\u00a0043) |
At 31 December 2025 | - | 31 | 16\u00a0605 | 16\u00a0620 | 33\u00a0256 |
Depreciation | |||||
At 1stJanuary 2024 | - | 3\u00a0321 | 12\u00a0447 | 8\u00a0993 | 24\u00a0761 |
Disposals of ordinary depreciation | - | (3\u00a0611) | (3\u00a0482) | (138) | (7\u00a0231) |
This year's ordinary depreciation | - | 150 | 1\u00a0546 | 3\u00a0349 | 5\u00a0045 |
Currency effects | - | 170 | 527 | 590 | 1\u00a0287 |
At 31 December 2024 | - | 30 | 11\u00a0038 | 12\u00a0794 | 23\u00a0862 |
Disposals of ordinary depreciation | - | - | (649) | (1\u00a0556) | (2\u00a0205) |
This year's ordinary depreciation | - | - | 1\u00a0666 | 2\u00a0690 | 4\u00a0356 |
Currency effects | - | 1 | (490) | (454) | (943) |
At 31 December 2025 | - | 31 | 11\u00a0565 | 13\u00a0474 | 25\u00a0070 |
Net book value | |||||
At 31 December 2024 | - | - | 6\u00a0277 | 3\u00a0688 | 9\u00a0960 |
At 31 December 2025 | - | - | 5\u00a0040 | 3\u00a0146 | 8\u00a0179 |
Economic life | indefinite | 50 years | 5 years | 3 years | |
Depreciation method | none | linear | linear | linear |
Note 08\tProperty, plant and equipment
Fixed assets are valued at cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and depreciation are derecognised, and any gain or loss on the sale or disposal is recognised in the income statement.
The gross carrying amount of fixed assets is the purchase price, including duties/taxes and direct acquisition costs related to making the fixed asset ready for use.
The depreciation periods and methods are assessed each year. The residual value is estimated every year-end and changes in the estimate for residual value are accounted for as an estimation change. The residual value of the Group\u2019s fixed assets is estimated to be nil.
NOK 1\u00a0000 | Land | Buildings | Furniture and\u00a0fixtures | IT-equipment | Total |
Acquisition cost | |||||
At 1stJanuary 2024 | 4\u00a0224 | 27\u00a0115 | 15\u00a0918 | 12\u00a0687 | 59\u00a0944 |
Additions of the year | - | - | 5\u00a0102 | 3\u00a0154 | 8\u00a0256 |
Disposals of the year | (4\u00a0224) | (23\u00a0793) | (4\u00a0524) | (148) | (32\u00a0689) |
Currency effects | - | (3\u00a0291) | 820 | 790 | (1\u00a0681) |
At 31 December 2024 | - | 31 | 17\u00a0316 | 16\u00a0483 | 33\u00a0830 |
Additions of the year | - | - | 511 | 2\u00a0270 | 2\u00a0781 |
Disposals of the year | - | - | (674) | (1\u00a0638) | (2\u00a0312) |
Currency effects | - | - | (548) | (495) | (1\u00a0043) |
At 31 December 2025 | - | 31 | 16\u00a0605 | 16\u00a0620 | 33\u00a0256 |
Depreciation | |||||
At 1stJanuary 2024 | - | 3\u00a0321 | 12\u00a0447 | 8\u00a0993 | 24\u00a0761 |
Disposals of ordinary depreciation | - | (3\u00a0611) | (3\u00a0482) | (138) | (7\u00a0231) |
This year's ordinary depreciation | - | 150 | 1\u00a0546 | 3\u00a0349 | 5\u00a0045 |
Currency effects | - | 170 | 527 | 590 | 1\u00a0287 |
At 31 December 2024 | - | 30 | 11\u00a0038 | 12\u00a0794 | 23\u00a0862 |
Disposals of ordinary depreciation | - | - | (649) | (1\u00a0556) | (2\u00a0205) |
This year's ordinary depreciation | - | - | 1\u00a0666 | 2\u00a0690 | 4\u00a0356 |
Currency effects | - | 1 | (490) | (454) | (943) |
At 31 December 2025 | - | 31 | 11\u00a0565 | 13\u00a0474 | 25\u00a0070 |
Net book value | |||||
At 31 December 2024 | - | - | 6\u00a0277 | 3\u00a0688 | 9\u00a0960 |
At 31 December 2025 | - | - | 5\u00a0040 | 3\u00a0146 | 8\u00a0179 |
Economic life | indefinite | 50 years | 5 years | 3 years | |
Depreciation method | none | linear | linear | linear |
Note 09\tRight-of-use assets and lease liabilities
At the inception of a contract, Zalaris assesses whether the contract is, or contains, a lease in accordance with IFRS 16, Zalaris recognises a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied:
\u2022Short-term leases (defined as 12 months or less)
\u2022Low value assets (NOK 50\u00a0000 or less)
For these leases, Zalaris recognises the lease payments as other operating expenses in the statement of profit or loss when they incur.
The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term that are not paid at the commencement date. The lease term represents the non-cancellable period of the lease, together with both periods covered by an option to extend the lease when Zalaris is reasonably certain to exercise that option, and periods covered by an option to terminate the lease when Zalaris is reasonably certain not to exercise that option. Based on relevant circumstances, Zalaris does consider whether to exercise extension options or termination options or not when determining the lease term.
Zalaris has solely based the present value calculations on the incremental borrowing rate, reflected by the current revolving credit facility interest rate. Since both the right-of-use asset and lease liability are measured from initial application date, the incremental borrowing rate regards the remaining lease term and remaining minimum rental payments for operating leases that commenced before the date of initial application.
The lease payments are presented under finance activities in cash flow statement.
The leases do not contain any restrictions on Zalaris\u2019 dividend policy or financing. Zalaris does not have significant residual value guarantees related to its leases to disclose.
Right-of-use assets
NOK 1\u00a0000 | Buildings | Equipment | Vehicles | Total |
Acquisition cost | ||||
At 1 January 2024 | 90\u00a0952 | 545 | 11\u00a0223 | 102\u00a0720 |
Additions and adjustments | 46\u00a0232 | 96 | 875 | 47\u00a0203 |
Disposals | (13\u00a0181) | - | (5\u00a0861) | (19\u00a0042) |
Currency changes | 1\u00a0622 | 7 | 202 | 1\u00a0831 |
At 31 December 2024 | 125\u00a0625 | 648 | 6\u00a0439 | 132\u00a0712 |
Additions and adjustments | 11\u00a0862 | 13 | 11\u00a0782 | 23\u00a0657 |
Disposals | (10\u00a0230) | (153) | (3\u00a0697) | (14\u00a0080) |
Currency changes | (1\u00a0072) | 15 | 10 | (1\u00a0047) |
At 31 December 2025 | 126\u00a0185 | 523 | 14\u00a0534 | 141\u00a0242 |
Depreciation | ||||
At 1 January 2024 | 50\u00a0647 | 423 | 6\u00a0797 | 57\u00a0867 |
Depreciation | 22\u00a0736 | 144 | 2\u00a0860 | 25\u00a0740 |
Disposal | (12\u00a0405) | - | (5\u00a0861) | (18\u00a0266) |
Currency | 893 | 6 | 157 | 1\u00a0056 |
At 31 December 2024 | 61\u00a0871 | 573 | 3\u00a0953 | 66\u00a0397 |
Depreciation | 27\u00a0854 | 77 | 4\u00a0812 | 32\u00a0743 |
Disposal | (10\u00a0230) | (159) | (3\u00a0697) | (14\u00a0086) |
Currency | (334) | 12 | 17 | (305) |
At 31 December 2025 | 79\u00a0161 | 503 | 5\u00a0085 | 84\u00a0749 |
Carrying amount at 31 December 2024 | 63\u00a0753 | 76 | 2\u00a0486 | 66\u00a0315 |
Carrying amount at 31 December 2025 | 47\u00a0024 | 20 | 9\u00a0449 | 56\u00a0492 |
Lease liabilities
NOK 1\u00a0000 | Buildings | Equipment | Vehicles | Total |
Current | 24\u00a0259 | 8 | 4\u00a0240 | 28\u00a0507 |
Non-current | 25\u00a0957 | 7 | 5\u00a0574 | 31\u00a0537 |
Lease liabilities at 31 December 2025 | 50\u00a0216 | 15 | 9\u00a0814 | 60\u00a0044 |
NOK 1\u00a0000 | 2025 | 2024 | ||
Interest expense included (in finance cost) | 4\u00a0921 | 4\u00a0309 | ||
Operating expenses related to short-term leases | - | 377 | ||
Operating expenses related to low value assets | 36 | 64 | ||
Total cash outflows for leases | 31\u00a0781 | 28\u00a0601 |
Note 10\tIntangible assets
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Acquisition cost | ||||||
At 1stJanuary 2024 | 34\u00a0095 | 112\u00a0988 | 30\u00a0407 | 134\u00a0729 | 209\u00a0443 | 521\u00a0662 |
Additions of the year | 8\u00a0162 | 1\u00a0768 | 17\u00a0949 | - | - | 27\u00a0879 |
Disposals of the year | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
Reclassifications | - | 18\u00a0721 | (18\u00a0721) | - | - | - |
Currency effects | 1\u00a0396 | 715 | 779 | 12\u00a0441 | 12\u00a0709 | 28\u00a0040 |
At 31 December 2024 | 39\u00a0935 | 133\u00a0124 | 30\u00a0414 | 147\u00a0170 | 222\u00a0152 | 572\u00a0795 |
Additions of the year | 181 | 2\u00a0724 | 9\u00a0429 | - | - | 12\u00a0334 |
Disposals of the year | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
Reclassifications | - | 20\u00a0413 | (22\u00a0799) | - | - | (2\u00a0386) |
Currency effects | 90 | 63 | 5 | (1\u00a0370) | (2\u00a0069) | (3\u00a0281) |
At 31 December 2025 | 35\u00a0747 | 155\u00a0554 | 17\u00a0049 | 145\u00a0800 | 220\u00a0083 | 574\u00a0233 |
Amortisation | ||||||
At 1stJanuary 2024 | 33\u00a0448 | 80\u00a0608 | - | 80\u00a0038 | - | 194\u00a0094 |
Disposals of amortisation | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
This year's ordinary amortisation | 367 | 17\u00a0881 | - | 14\u00a0024 | - | 32\u00a0272 |
Currency effects | 3\u00a0482 | (979) | - | 7\u00a0665 | - | 10\u00a0168 |
At 31 December 2024 | 33\u00a0579 | 96\u00a0442 | - | 101\u00a0727 | - | 231\u00a0748 |
Disposals of amortisation | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
This year's ordinary amortisation | 229 | 18\u00a0021 | - | 14\u00a0930 | - | 33\u00a0180 |
Reclassifications | - | (2\u00a0386) | - | - | - | (2\u00a0386) |
Currency effects | 878 | (726) | - | (934) | - | (782) |
At 31 December 2025 | 30\u00a0227 | 110\u00a0581 | - | 115\u00a0723 | - | 256\u00a0531 |
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Net book value | ||||||
At 31 December 2024 | 6\u00a0356 | 32\u00a0682 | 30\u00a0415 | 45\u00a0443 | 222\u00a0152 | 341\u00a0047 |
At 31 December 2025 | 5\u00a0520 | 44\u00a0973 | 17\u00a0049 | 30\u00a0077 | 220\u00a0083 | 317\u00a0702 |
Useful life | 3\u201310 years | 5 years | N/A | 10 years | Indefinite | |
Depreciation method | linear | linear | linear |
Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred. Capitalised development is amortised over their useful lives. Research costs are expensed as incurred.
Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
2025
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
9.0% | 10.0% | 11.0% | 12.0% | 13.0% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0551 | 1\u00a0288 | 1\u00a0080 | 912 | 773 |
-10.0% | 1\u00a0954 | 1\u00a0643 | 1\u00a0397 | 1\u00a0198 | 1\u00a0034 |
0.0% | 2\u00a0357 | 1\u00a0998 | 1\u00a0714 | 1\u00a0485 | 1\u00a0296 |
10.0% | 2\u00a0760 | 2\u00a0353 | 2\u00a0031 | 1\u00a0771 | 1\u00a0557 |
20.0% | 3\u00a0163 | 2\u00a0707 | 2\u00a0348 | 2\u00a0058 | 1\u00a0818 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.8% | 8.8% | 9.8% | 10.8% | 11.8% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 327 | 262 | 211 | 172 | 140 |
-10.0% | 408 | 331 | 273 | 227 | 190 |
0.0% | 489 | 401 | 334 | 281 | 239 |
10.0% | 570 | 471 | 395 | 336 | 288 |
20.0% | 651 | 540 | 456 | 391 | 337 |
2024
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
8.5% | 9.5% | 10.5% | 11.5% | 12.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0130 | 907 | 735 | 596 | 483 |
-10.0% | 1\u00a0477 | 1\u00a0211 | 1\u00a0005 | 839 | 704 |
0.0% | 1\u00a0824 | 1\u00a0515 | 1\u00a0275 | 1\u00a0082 | 925 |
10.0% | 2\u00a0171 | 1\u00a0819 | 1\u00a0545 | 1\u00a0326 | 1\u00a0146 |
20.0% | 2\u00a0518 | 2\u00a0123 | 1\u00a0815 | 1\u00a0569 | 1\u00a0367 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.5% | 8.5% | 9.5% | 10.5% | 11.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 237 | 180 | 137 | 104 | 78 |
-10.0% | 309 | 242 | 191 | 152 | 120 |
0.0% | 380 | 303 | 245 | 199 | 163 |
10.0% | 452 | 364 | 298 | 247 | 206 |
20.0% | 523 | 425 | 352 | 295 | 249 |
Note 08\tProperty, plant and equipment
Fixed assets are valued at cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and depreciation are derecognised, and any gain or loss on the sale or disposal is recognised in the income statement.
The gross carrying amount of fixed assets is the purchase price, including duties/taxes and direct acquisition costs related to making the fixed asset ready for use.
The depreciation periods and methods are assessed each year. The residual value is estimated every year-end and changes in the estimate for residual value are accounted for as an estimation change. The residual value of the Group\u2019s fixed assets is estimated to be nil.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__64": { "value": "Note 08\tProperty, plant and equipment
Fixed assets are valued at cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and depreciation are derecognised, and any gain or loss on the sale or disposal is recognised in the income statement.
The gross carrying amount of fixed assets is the purchase price, including duties/taxes and direct acquisition costs related to making the fixed asset ready for use.
The depreciation periods and methods are assessed each year. The residual value is estimated every year-end and changes in the estimate for residual value are accounted for as an estimation change. The residual value of the Group\u2019s fixed assets is estimated to be nil.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__66": { "value": "Note 09\tRight-of-use assets and lease liabilities
At the inception of a contract, Zalaris assesses whether the contract is, or contains, a lease in accordance with IFRS 16, Zalaris recognises a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied:
\u2022Short-term leases (defined as 12 months or less)
\u2022Low value assets (NOK 50\u00a0000 or less)
For these leases, Zalaris recognises the lease payments as other operating expenses in the statement of profit or loss when they incur.
The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term that are not paid at the commencement date. The lease term represents the non-cancellable period of the lease, together with both periods covered by an option to extend the lease when Zalaris is reasonably certain to exercise that option, and periods covered by an option to terminate the lease when Zalaris is reasonably certain not to exercise that option. Based on relevant circumstances, Zalaris does consider whether to exercise extension options or termination options or not when determining the lease term.
Zalaris has solely based the present value calculations on the incremental borrowing rate, reflected by the current revolving credit facility interest rate. Since both the right-of-use asset and lease liability are measured from initial application date, the incremental borrowing rate regards the remaining lease term and remaining minimum rental payments for operating leases that commenced before the date of initial application.
The lease payments are presented under finance activities in cash flow statement.
The leases do not contain any restrictions on Zalaris\u2019 dividend policy or financing. Zalaris does not have significant residual value guarantees related to its leases to disclose.
Right-of-use assets
NOK 1\u00a0000 | Buildings | Equipment | Vehicles | Total |
Acquisition cost | ||||
At 1 January 2024 | 90\u00a0952 | 545 | 11\u00a0223 | 102\u00a0720 |
Additions and adjustments | 46\u00a0232 | 96 | 875 | 47\u00a0203 |
Disposals | (13\u00a0181) | - | (5\u00a0861) | (19\u00a0042) |
Currency changes | 1\u00a0622 | 7 | 202 | 1\u00a0831 |
At 31 December 2024 | 125\u00a0625 | 648 | 6\u00a0439 | 132\u00a0712 |
Additions and adjustments | 11\u00a0862 | 13 | 11\u00a0782 | 23\u00a0657 |
Disposals | (10\u00a0230) | (153) | (3\u00a0697) | (14\u00a0080) |
Currency changes | (1\u00a0072) | 15 | 10 | (1\u00a0047) |
At 31 December 2025 | 126\u00a0185 | 523 | 14\u00a0534 | 141\u00a0242 |
Depreciation | ||||
At 1 January 2024 | 50\u00a0647 | 423 | 6\u00a0797 | 57\u00a0867 |
Depreciation | 22\u00a0736 | 144 | 2\u00a0860 | 25\u00a0740 |
Disposal | (12\u00a0405) | - | (5\u00a0861) | (18\u00a0266) |
Currency | 893 | 6 | 157 | 1\u00a0056 |
At 31 December 2024 | 61\u00a0871 | 573 | 3\u00a0953 | 66\u00a0397 |
Depreciation | 27\u00a0854 | 77 | 4\u00a0812 | 32\u00a0743 |
Disposal | (10\u00a0230) | (159) | (3\u00a0697) | (14\u00a0086) |
Currency | (334) | 12 | 17 | (305) |
At 31 December 2025 | 79\u00a0161 | 503 | 5\u00a0085 | 84\u00a0749 |
Carrying amount at 31 December 2024 | 63\u00a0753 | 76 | 2\u00a0486 | 66\u00a0315 |
Carrying amount at 31 December 2025 | 47\u00a0024 | 20 | 9\u00a0449 | 56\u00a0492 |
Lease liabilities
NOK 1\u00a0000 | Buildings | Equipment | Vehicles | Total |
Current | 24\u00a0259 | 8 | 4\u00a0240 | 28\u00a0507 |
Non-current | 25\u00a0957 | 7 | 5\u00a0574 | 31\u00a0537 |
Lease liabilities at 31 December 2025 | 50\u00a0216 | 15 | 9\u00a0814 | 60\u00a0044 |
NOK 1\u00a0000 | 2025 | 2024 | ||
Interest expense included (in finance cost) | 4\u00a0921 | 4\u00a0309 | ||
Operating expenses related to short-term leases | - | 377 | ||
Operating expenses related to low value assets | 36 | 64 | ||
Total cash outflows for leases | 31\u00a0781 | 28\u00a0601 |
Note 09\tRight-of-use assets and lease liabilities
At the inception of a contract, Zalaris assesses whether the contract is, or contains, a lease in accordance with IFRS 16, Zalaris recognises a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied:
\u2022Short-term leases (defined as 12 months or less)
\u2022Low value assets (NOK 50\u00a0000 or less)
For these leases, Zalaris recognises the lease payments as other operating expenses in the statement of profit or loss when they incur.
The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term that are not paid at the commencement date. The lease term represents the non-cancellable period of the lease, together with both periods covered by an option to extend the lease when Zalaris is reasonably certain to exercise that option, and periods covered by an option to terminate the lease when Zalaris is reasonably certain not to exercise that option. Based on relevant circumstances, Zalaris does consider whether to exercise extension options or termination options or not when determining the lease term.
Zalaris has solely based the present value calculations on the incremental borrowing rate, reflected by the current revolving credit facility interest rate. Since both the right-of-use asset and lease liability are measured from initial application date, the incremental borrowing rate regards the remaining lease term and remaining minimum rental payments for operating leases that commenced before the date of initial application.
The lease payments are presented under finance activities in cash flow statement.
The leases do not contain any restrictions on Zalaris\u2019 dividend policy or financing. Zalaris does not have significant residual value guarantees related to its leases to disclose.
Right-of-use assets
NOK 1\u00a0000 | Buildings | Equipment | Vehicles | Total |
Acquisition cost | ||||
At 1 January 2024 | 90\u00a0952 | 545 | 11\u00a0223 | 102\u00a0720 |
Additions and adjustments | 46\u00a0232 | 96 | 875 | 47\u00a0203 |
Disposals | (13\u00a0181) | - | (5\u00a0861) | (19\u00a0042) |
Currency changes | 1\u00a0622 | 7 | 202 | 1\u00a0831 |
At 31 December 2024 | 125\u00a0625 | 648 | 6\u00a0439 | 132\u00a0712 |
Additions and adjustments | 11\u00a0862 | 13 | 11\u00a0782 | 23\u00a0657 |
Disposals | (10\u00a0230) | (153) | (3\u00a0697) | (14\u00a0080) |
Currency changes | (1\u00a0072) | 15 | 10 | (1\u00a0047) |
At 31 December 2025 | 126\u00a0185 | 523 | 14\u00a0534 | 141\u00a0242 |
Depreciation | ||||
At 1 January 2024 | 50\u00a0647 | 423 | 6\u00a0797 | 57\u00a0867 |
Depreciation | 22\u00a0736 | 144 | 2\u00a0860 | 25\u00a0740 |
Disposal | (12\u00a0405) | - | (5\u00a0861) | (18\u00a0266) |
Currency | 893 | 6 | 157 | 1\u00a0056 |
At 31 December 2024 | 61\u00a0871 | 573 | 3\u00a0953 | 66\u00a0397 |
Depreciation | 27\u00a0854 | 77 | 4\u00a0812 | 32\u00a0743 |
Disposal | (10\u00a0230) | (159) | (3\u00a0697) | (14\u00a0086) |
Currency | (334) | 12 | 17 | (305) |
At 31 December 2025 | 79\u00a0161 | 503 | 5\u00a0085 | 84\u00a0749 |
Carrying amount at 31 December 2024 | 63\u00a0753 | 76 | 2\u00a0486 | 66\u00a0315 |
Carrying amount at 31 December 2025 | 47\u00a0024 | 20 | 9\u00a0449 | 56\u00a0492 |
Lease liabilities
NOK 1\u00a0000 | Buildings | Equipment | Vehicles | Total |
Current | 24\u00a0259 | 8 | 4\u00a0240 | 28\u00a0507 |
Non-current | 25\u00a0957 | 7 | 5\u00a0574 | 31\u00a0537 |
Lease liabilities at 31 December 2025 | 50\u00a0216 | 15 | 9\u00a0814 | 60\u00a0044 |
NOK 1\u00a0000 | 2025 | 2024 | ||
Interest expense included (in finance cost) | 4\u00a0921 | 4\u00a0309 | ||
Operating expenses related to short-term leases | - | 377 | ||
Operating expenses related to low value assets | 36 | 64 | ||
Total cash outflows for leases | 31\u00a0781 | 28\u00a0601 |
Note 09\tRight-of-use assets and lease liabilities
At the inception of a contract, Zalaris assesses whether the contract is, or contains, a lease in accordance with IFRS 16, Zalaris recognises a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied:
\u2022Short-term leases (defined as 12 months or less)
\u2022Low value assets (NOK 50\u00a0000 or less)
For these leases, Zalaris recognises the lease payments as other operating expenses in the statement of profit or loss when they incur.
The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term that are not paid at the commencement date. The lease term represents the non-cancellable period of the lease, together with both periods covered by an option to extend the lease when Zalaris is reasonably certain to exercise that option, and periods covered by an option to terminate the lease when Zalaris is reasonably certain not to exercise that option. Based on relevant circumstances, Zalaris does consider whether to exercise extension options or termination options or not when determining the lease term.
Zalaris has solely based the present value calculations on the incremental borrowing rate, reflected by the current revolving credit facility interest rate. Since both the right-of-use asset and lease liability are measured from initial application date, the incremental borrowing rate regards the remaining lease term and remaining minimum rental payments for operating leases that commenced before the date of initial application.
The lease payments are presented under finance activities in cash flow statement.
The leases do not contain any restrictions on Zalaris\u2019 dividend policy or financing. Zalaris does not have significant residual value guarantees related to its leases to disclose.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__70": { "value": "Note 10\tIntangible assets
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Acquisition cost | ||||||
At 1stJanuary 2024 | 34\u00a0095 | 112\u00a0988 | 30\u00a0407 | 134\u00a0729 | 209\u00a0443 | 521\u00a0662 |
Additions of the year | 8\u00a0162 | 1\u00a0768 | 17\u00a0949 | - | - | 27\u00a0879 |
Disposals of the year | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
Reclassifications | - | 18\u00a0721 | (18\u00a0721) | - | - | - |
Currency effects | 1\u00a0396 | 715 | 779 | 12\u00a0441 | 12\u00a0709 | 28\u00a0040 |
At 31 December 2024 | 39\u00a0935 | 133\u00a0124 | 30\u00a0414 | 147\u00a0170 | 222\u00a0152 | 572\u00a0795 |
Additions of the year | 181 | 2\u00a0724 | 9\u00a0429 | - | - | 12\u00a0334 |
Disposals of the year | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
Reclassifications | - | 20\u00a0413 | (22\u00a0799) | - | - | (2\u00a0386) |
Currency effects | 90 | 63 | 5 | (1\u00a0370) | (2\u00a0069) | (3\u00a0281) |
At 31 December 2025 | 35\u00a0747 | 155\u00a0554 | 17\u00a0049 | 145\u00a0800 | 220\u00a0083 | 574\u00a0233 |
Amortisation | ||||||
At 1stJanuary 2024 | 33\u00a0448 | 80\u00a0608 | - | 80\u00a0038 | - | 194\u00a0094 |
Disposals of amortisation | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
This year's ordinary amortisation | 367 | 17\u00a0881 | - | 14\u00a0024 | - | 32\u00a0272 |
Currency effects | 3\u00a0482 | (979) | - | 7\u00a0665 | - | 10\u00a0168 |
At 31 December 2024 | 33\u00a0579 | 96\u00a0442 | - | 101\u00a0727 | - | 231\u00a0748 |
Disposals of amortisation | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
This year's ordinary amortisation | 229 | 18\u00a0021 | - | 14\u00a0930 | - | 33\u00a0180 |
Reclassifications | - | (2\u00a0386) | - | - | - | (2\u00a0386) |
Currency effects | 878 | (726) | - | (934) | - | (782) |
At 31 December 2025 | 30\u00a0227 | 110\u00a0581 | - | 115\u00a0723 | - | 256\u00a0531 |
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Net book value | ||||||
At 31 December 2024 | 6\u00a0356 | 32\u00a0682 | 30\u00a0415 | 45\u00a0443 | 222\u00a0152 | 341\u00a0047 |
At 31 December 2025 | 5\u00a0520 | 44\u00a0973 | 17\u00a0049 | 30\u00a0077 | 220\u00a0083 | 317\u00a0702 |
Useful life | 3\u201310 years | 5 years | N/A | 10 years | Indefinite | |
Depreciation method | linear | linear | linear |
Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred. Capitalised development is amortised over their useful lives. Research costs are expensed as incurred.
Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
2025
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
9.0% | 10.0% | 11.0% | 12.0% | 13.0% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0551 | 1\u00a0288 | 1\u00a0080 | 912 | 773 |
-10.0% | 1\u00a0954 | 1\u00a0643 | 1\u00a0397 | 1\u00a0198 | 1\u00a0034 |
0.0% | 2\u00a0357 | 1\u00a0998 | 1\u00a0714 | 1\u00a0485 | 1\u00a0296 |
10.0% | 2\u00a0760 | 2\u00a0353 | 2\u00a0031 | 1\u00a0771 | 1\u00a0557 |
20.0% | 3\u00a0163 | 2\u00a0707 | 2\u00a0348 | 2\u00a0058 | 1\u00a0818 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.8% | 8.8% | 9.8% | 10.8% | 11.8% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 327 | 262 | 211 | 172 | 140 |
-10.0% | 408 | 331 | 273 | 227 | 190 |
0.0% | 489 | 401 | 334 | 281 | 239 |
10.0% | 570 | 471 | 395 | 336 | 288 |
20.0% | 651 | 540 | 456 | 391 | 337 |
2024
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
8.5% | 9.5% | 10.5% | 11.5% | 12.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0130 | 907 | 735 | 596 | 483 |
-10.0% | 1\u00a0477 | 1\u00a0211 | 1\u00a0005 | 839 | 704 |
0.0% | 1\u00a0824 | 1\u00a0515 | 1\u00a0275 | 1\u00a0082 | 925 |
10.0% | 2\u00a0171 | 1\u00a0819 | 1\u00a0545 | 1\u00a0326 | 1\u00a0146 |
20.0% | 2\u00a0518 | 2\u00a0123 | 1\u00a0815 | 1\u00a0569 | 1\u00a0367 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.5% | 8.5% | 9.5% | 10.5% | 11.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 237 | 180 | 137 | 104 | 78 |
-10.0% | 309 | 242 | 191 | 152 | 120 |
0.0% | 380 | 303 | 245 | 199 | 163 |
10.0% | 452 | 364 | 298 | 247 | 206 |
20.0% | 523 | 425 | 352 | 295 | 249 |
Note 10\tIntangible assets
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Acquisition cost | ||||||
At 1stJanuary 2024 | 34\u00a0095 | 112\u00a0988 | 30\u00a0407 | 134\u00a0729 | 209\u00a0443 | 521\u00a0662 |
Additions of the year | 8\u00a0162 | 1\u00a0768 | 17\u00a0949 | - | - | 27\u00a0879 |
Disposals of the year | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
Reclassifications | - | 18\u00a0721 | (18\u00a0721) | - | - | - |
Currency effects | 1\u00a0396 | 715 | 779 | 12\u00a0441 | 12\u00a0709 | 28\u00a0040 |
At 31 December 2024 | 39\u00a0935 | 133\u00a0124 | 30\u00a0414 | 147\u00a0170 | 222\u00a0152 | 572\u00a0795 |
Additions of the year | 181 | 2\u00a0724 | 9\u00a0429 | - | - | 12\u00a0334 |
Disposals of the year | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
Reclassifications | - | 20\u00a0413 | (22\u00a0799) | - | - | (2\u00a0386) |
Currency effects | 90 | 63 | 5 | (1\u00a0370) | (2\u00a0069) | (3\u00a0281) |
At 31 December 2025 | 35\u00a0747 | 155\u00a0554 | 17\u00a0049 | 145\u00a0800 | 220\u00a0083 | 574\u00a0233 |
Amortisation | ||||||
At 1stJanuary 2024 | 33\u00a0448 | 80\u00a0608 | - | 80\u00a0038 | - | 194\u00a0094 |
Disposals of amortisation | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
This year's ordinary amortisation | 367 | 17\u00a0881 | - | 14\u00a0024 | - | 32\u00a0272 |
Currency effects | 3\u00a0482 | (979) | - | 7\u00a0665 | - | 10\u00a0168 |
At 31 December 2024 | 33\u00a0579 | 96\u00a0442 | - | 101\u00a0727 | - | 231\u00a0748 |
Disposals of amortisation | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
This year's ordinary amortisation | 229 | 18\u00a0021 | - | 14\u00a0930 | - | 33\u00a0180 |
Reclassifications | - | (2\u00a0386) | - | - | - | (2\u00a0386) |
Currency effects | 878 | (726) | - | (934) | - | (782) |
At 31 December 2025 | 30\u00a0227 | 110\u00a0581 | - | 115\u00a0723 | - | 256\u00a0531 |
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Net book value | ||||||
At 31 December 2024 | 6\u00a0356 | 32\u00a0682 | 30\u00a0415 | 45\u00a0443 | 222\u00a0152 | 341\u00a0047 |
At 31 December 2025 | 5\u00a0520 | 44\u00a0973 | 17\u00a0049 | 30\u00a0077 | 220\u00a0083 | 317\u00a0702 |
Useful life | 3\u201310 years | 5 years | N/A | 10 years | Indefinite | |
Depreciation method | linear | linear | linear |
Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred. Capitalised development is amortised over their useful lives. Research costs are expensed as incurred.
Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
2025
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
9.0% | 10.0% | 11.0% | 12.0% | 13.0% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0551 | 1\u00a0288 | 1\u00a0080 | 912 | 773 |
-10.0% | 1\u00a0954 | 1\u00a0643 | 1\u00a0397 | 1\u00a0198 | 1\u00a0034 |
0.0% | 2\u00a0357 | 1\u00a0998 | 1\u00a0714 | 1\u00a0485 | 1\u00a0296 |
10.0% | 2\u00a0760 | 2\u00a0353 | 2\u00a0031 | 1\u00a0771 | 1\u00a0557 |
20.0% | 3\u00a0163 | 2\u00a0707 | 2\u00a0348 | 2\u00a0058 | 1\u00a0818 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.8% | 8.8% | 9.8% | 10.8% | 11.8% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 327 | 262 | 211 | 172 | 140 |
-10.0% | 408 | 331 | 273 | 227 | 190 |
0.0% | 489 | 401 | 334 | 281 | 239 |
10.0% | 570 | 471 | 395 | 336 | 288 |
20.0% | 651 | 540 | 456 | 391 | 337 |
2024
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
8.5% | 9.5% | 10.5% | 11.5% | 12.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0130 | 907 | 735 | 596 | 483 |
-10.0% | 1\u00a0477 | 1\u00a0211 | 1\u00a0005 | 839 | 704 |
0.0% | 1\u00a0824 | 1\u00a0515 | 1\u00a0275 | 1\u00a0082 | 925 |
10.0% | 2\u00a0171 | 1\u00a0819 | 1\u00a0545 | 1\u00a0326 | 1\u00a0146 |
20.0% | 2\u00a0518 | 2\u00a0123 | 1\u00a0815 | 1\u00a0569 | 1\u00a0367 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.5% | 8.5% | 9.5% | 10.5% | 11.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 237 | 180 | 137 | 104 | 78 |
-10.0% | 309 | 242 | 191 | 152 | 120 |
0.0% | 380 | 303 | 245 | 199 | 163 |
10.0% | 452 | 364 | 298 | 247 | 206 |
20.0% | 523 | 425 | 352 | 295 | 249 |
Note 10\tIntangible assets
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Acquisition cost | ||||||
At 1stJanuary 2024 | 34\u00a0095 | 112\u00a0988 | 30\u00a0407 | 134\u00a0729 | 209\u00a0443 | 521\u00a0662 |
Additions of the year | 8\u00a0162 | 1\u00a0768 | 17\u00a0949 | - | - | 27\u00a0879 |
Disposals of the year | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
Reclassifications | - | 18\u00a0721 | (18\u00a0721) | - | - | - |
Currency effects | 1\u00a0396 | 715 | 779 | 12\u00a0441 | 12\u00a0709 | 28\u00a0040 |
At 31 December 2024 | 39\u00a0935 | 133\u00a0124 | 30\u00a0414 | 147\u00a0170 | 222\u00a0152 | 572\u00a0795 |
Additions of the year | 181 | 2\u00a0724 | 9\u00a0429 | - | - | 12\u00a0334 |
Disposals of the year | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
Reclassifications | - | 20\u00a0413 | (22\u00a0799) | - | - | (2\u00a0386) |
Currency effects | 90 | 63 | 5 | (1\u00a0370) | (2\u00a0069) | (3\u00a0281) |
At 31 December 2025 | 35\u00a0747 | 155\u00a0554 | 17\u00a0049 | 145\u00a0800 | 220\u00a0083 | 574\u00a0233 |
Amortisation | ||||||
At 1stJanuary 2024 | 33\u00a0448 | 80\u00a0608 | - | 80\u00a0038 | - | 194\u00a0094 |
Disposals of amortisation | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
This year's ordinary amortisation | 367 | 17\u00a0881 | - | 14\u00a0024 | - | 32\u00a0272 |
Currency effects | 3\u00a0482 | (979) | - | 7\u00a0665 | - | 10\u00a0168 |
At 31 December 2024 | 33\u00a0579 | 96\u00a0442 | - | 101\u00a0727 | - | 231\u00a0748 |
Disposals of amortisation | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
This year's ordinary amortisation | 229 | 18\u00a0021 | - | 14\u00a0930 | - | 33\u00a0180 |
Reclassifications | - | (2\u00a0386) | - | - | - | (2\u00a0386) |
Currency effects | 878 | (726) | - | (934) | - | (782) |
At 31 December 2025 | 30\u00a0227 | 110\u00a0581 | - | 115\u00a0723 | - | 256\u00a0531 |
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Net book value | ||||||
At 31 December 2024 | 6\u00a0356 | 32\u00a0682 | 30\u00a0415 | 45\u00a0443 | 222\u00a0152 | 341\u00a0047 |
At 31 December 2025 | 5\u00a0520 | 44\u00a0973 | 17\u00a0049 | 30\u00a0077 | 220\u00a0083 | 317\u00a0702 |
Useful life | 3\u201310 years | 5 years | N/A | 10 years | Indefinite | |
Depreciation method | linear | linear | linear |
Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred. Capitalised development is amortised over their useful lives. Research costs are expensed as incurred.
Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
2025
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
9.0% | 10.0% | 11.0% | 12.0% | 13.0% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0551 | 1\u00a0288 | 1\u00a0080 | 912 | 773 |
-10.0% | 1\u00a0954 | 1\u00a0643 | 1\u00a0397 | 1\u00a0198 | 1\u00a0034 |
0.0% | 2\u00a0357 | 1\u00a0998 | 1\u00a0714 | 1\u00a0485 | 1\u00a0296 |
10.0% | 2\u00a0760 | 2\u00a0353 | 2\u00a0031 | 1\u00a0771 | 1\u00a0557 |
20.0% | 3\u00a0163 | 2\u00a0707 | 2\u00a0348 | 2\u00a0058 | 1\u00a0818 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.8% | 8.8% | 9.8% | 10.8% | 11.8% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 327 | 262 | 211 | 172 | 140 |
-10.0% | 408 | 331 | 273 | 227 | 190 |
0.0% | 489 | 401 | 334 | 281 | 239 |
10.0% | 570 | 471 | 395 | 336 | 288 |
20.0% | 651 | 540 | 456 | 391 | 337 |
2024
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
8.5% | 9.5% | 10.5% | 11.5% | 12.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0130 | 907 | 735 | 596 | 483 |
-10.0% | 1\u00a0477 | 1\u00a0211 | 1\u00a0005 | 839 | 704 |
0.0% | 1\u00a0824 | 1\u00a0515 | 1\u00a0275 | 1\u00a0082 | 925 |
10.0% | 2\u00a0171 | 1\u00a0819 | 1\u00a0545 | 1\u00a0326 | 1\u00a0146 |
20.0% | 2\u00a0518 | 2\u00a0123 | 1\u00a0815 | 1\u00a0569 | 1\u00a0367 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.5% | 8.5% | 9.5% | 10.5% | 11.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 237 | 180 | 137 | 104 | 78 |
-10.0% | 309 | 242 | 191 | 152 | 120 |
0.0% | 380 | 303 | 245 | 199 | 163 |
10.0% | 452 | 364 | 298 | 247 | 206 |
20.0% | 523 | 425 | 352 | 295 | 249 |
Note 10\tIntangible assets
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Acquisition cost | ||||||
At 1stJanuary 2024 | 34\u00a0095 | 112\u00a0988 | 30\u00a0407 | 134\u00a0729 | 209\u00a0443 | 521\u00a0662 |
Additions of the year | 8\u00a0162 | 1\u00a0768 | 17\u00a0949 | - | - | 27\u00a0879 |
Disposals of the year | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
Reclassifications | - | 18\u00a0721 | (18\u00a0721) | - | - | - |
Currency effects | 1\u00a0396 | 715 | 779 | 12\u00a0441 | 12\u00a0709 | 28\u00a0040 |
At 31 December 2024 | 39\u00a0935 | 133\u00a0124 | 30\u00a0414 | 147\u00a0170 | 222\u00a0152 | 572\u00a0795 |
Additions of the year | 181 | 2\u00a0724 | 9\u00a0429 | - | - | 12\u00a0334 |
Disposals of the year | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
Reclassifications | - | 20\u00a0413 | (22\u00a0799) | - | - | (2\u00a0386) |
Currency effects | 90 | 63 | 5 | (1\u00a0370) | (2\u00a0069) | (3\u00a0281) |
At 31 December 2025 | 35\u00a0747 | 155\u00a0554 | 17\u00a0049 | 145\u00a0800 | 220\u00a0083 | 574\u00a0233 |
Amortisation | ||||||
At 1stJanuary 2024 | 33\u00a0448 | 80\u00a0608 | - | 80\u00a0038 | - | 194\u00a0094 |
Disposals of amortisation | (3\u00a0718) | (1\u00a0068) | - | - | - | (4\u00a0786) |
This year's ordinary amortisation | 367 | 17\u00a0881 | - | 14\u00a0024 | - | 32\u00a0272 |
Currency effects | 3\u00a0482 | (979) | - | 7\u00a0665 | - | 10\u00a0168 |
At 31 December 2024 | 33\u00a0579 | 96\u00a0442 | - | 101\u00a0727 | - | 231\u00a0748 |
Disposals of amortisation | (4\u00a0459) | (770) | - | - | - | (5\u00a0229) |
This year's ordinary amortisation | 229 | 18\u00a0021 | - | 14\u00a0930 | - | 33\u00a0180 |
Reclassifications | - | (2\u00a0386) | - | - | - | (2\u00a0386) |
Currency effects | 878 | (726) | - | (934) | - | (782) |
At 31 December 2025 | 30\u00a0227 | 110\u00a0581 | - | 115\u00a0723 | - | 256\u00a0531 |
NOK 1\u00a0000 | Licenses and software | Internally developed software | Internally developed software under construction | Customer Relationships &\u00a0Contracts | Goodwill | Total |
Net book value | ||||||
At 31 December 2024 | 6\u00a0356 | 32\u00a0682 | 30\u00a0415 | 45\u00a0443 | 222\u00a0152 | 341\u00a0047 |
At 31 December 2025 | 5\u00a0520 | 44\u00a0973 | 17\u00a0049 | 30\u00a0077 | 220\u00a0083 | 317\u00a0702 |
Useful life | 3\u201310 years | 5 years | N/A | 10 years | Indefinite | |
Depreciation method | linear | linear | linear |
Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred. Capitalised development is amortised over their useful lives. Research costs are expensed as incurred.
Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
2025
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
9.0% | 10.0% | 11.0% | 12.0% | 13.0% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0551 | 1\u00a0288 | 1\u00a0080 | 912 | 773 |
-10.0% | 1\u00a0954 | 1\u00a0643 | 1\u00a0397 | 1\u00a0198 | 1\u00a0034 |
0.0% | 2\u00a0357 | 1\u00a0998 | 1\u00a0714 | 1\u00a0485 | 1\u00a0296 |
10.0% | 2\u00a0760 | 2\u00a0353 | 2\u00a0031 | 1\u00a0771 | 1\u00a0557 |
20.0% | 3\u00a0163 | 2\u00a0707 | 2\u00a0348 | 2\u00a0058 | 1\u00a0818 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.8% | 8.8% | 9.8% | 10.8% | 11.8% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 327 | 262 | 211 | 172 | 140 |
-10.0% | 408 | 331 | 273 | 227 | 190 |
0.0% | 489 | 401 | 334 | 281 | 239 |
10.0% | 570 | 471 | 395 | 336 | 288 |
20.0% | 651 | 540 | 456 | 391 | 337 |
2024
Managed services
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
8.5% | 9.5% | 10.5% | 11.5% | 12.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 1\u00a0130 | 907 | 735 | 596 | 483 |
-10.0% | 1\u00a0477 | 1\u00a0211 | 1\u00a0005 | 839 | 704 |
0.0% | 1\u00a0824 | 1\u00a0515 | 1\u00a0275 | 1\u00a0082 | 925 |
10.0% | 2\u00a0171 | 1\u00a0819 | 1\u00a0545 | 1\u00a0326 | 1\u00a0146 |
20.0% | 2\u00a0518 | 2\u00a0123 | 1\u00a0815 | 1\u00a0569 | 1\u00a0367 |
Zalaris Consulting
Headroom sensitivity analysis in NOK million | |||||
Weighted average cost of capital | |||||
7.5% | 8.5% | 9.5% | 10.5% | 11.5% | |
Percentage change in\u00a0EBITDA | |||||
-20.0% | 237 | 180 | 137 | 104 | 78 |
-10.0% | 309 | 242 | 191 | 152 | 120 |
0.0% | 380 | 303 | 245 | 199 | 163 |
10.0% | 452 | 364 | 298 | 247 | 206 |
20.0% | 523 | 425 | 352 | 295 | 249 |
Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred. Capitalised development is amortised over their useful lives. Research costs are expensed as incurred.
Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__76": { "value": "Internally developed software
Costs related to internally developed software are capitalised to the extent that a future economic benefit associated with the development of identifiable intangible assets and costs can be reliably measured. Otherwise, the costs are expensed as incurred. Capitalised development is amortised over their useful lives. Research costs are expensed as incurred.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__79": { "value": "Goodwill
The goodwill and customer relationships & contracts in the table above relate to the acquisitions of sumarum AG (sumarum) and Roc Global Solution Ltd. (ROC) in 2017 and ba.se services and consulting GmbH (ba.se) in 2021. NOK 132 million of the goodwill relates to Managed Services and NOK 88 million relates to Zalaris Consulting.
The calculated recoverable amount of goodwill has been calculated based on the corresponding CGU in each of its segments Managed Services and Zalaris Consulting.
The recoverable amount is based on a value-in-use calculation, using cash flow projections for the next 5 years. The cash \ufb02ow projections are based on segment estimates for the period 2026 to 2030, with the first year being based on board approved budgets, and the remaining years based on the business plan. Only expected organic growth has been included in the revenue projections. A terminal value is included in the calculations. Estimates and pertaining assumptions are made to the best of the management\u2019s knowledge of historical and current events, experience and other factors that are deemed reasonable in the circumstances. The revenue growth and EBITDA margins assumptions are partly based on known new customer contracts, that will have a revenue effect in later years, the size of the pipeline of potential new customers and projects, and general developments in the cost base. Capital investments required and the development in working capital, which are part of the cash flow projections, are largely based on historical figures.
The value-in-use calculation is most sensitive to the following assumptions:
\u2022Revenue: (5% organic growth)
\u2022EBITDA (MS 21.6% and ZC 12.5%)
\u2022Discount rate (MS 11% and ZC 9.8%)
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash \ufb02ow estimates. The discount rate calculation is based on the speci\ufb01c circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group\u2019s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated annually based on publicly available market data and is the same for all segments.
A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the in\ufb02ation targets for the markets in which the Group operates.
A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating pro\ufb01t. The range is +/-20% in EBITDA and +/-2% in WACC.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__82": { "value": "Note 11\tFinance income and finance expenses
NOK 1\u00a0000 | 2025 | 2024 |
Interest income on bank accounts and receivables | 3\u00a0568 | 4\u00a0606 |
Currency gain | (2\u00a0236) | 4\u00a0188 |
Other financial income | - | 1\u00a0799 |
Finance income | 1\u00a0332 | 10\u00a0593 |
Interest expense on financial liabilities measured at amortised cost | 33\u00a0926 | 43\u00a0219 |
Currency loss | 2\u00a0335 | 7\u00a0440 |
Interest expense on leasing | 4\u00a0921 | 4\u00a0003 |
Other financial expenses | 37\u00a0582 | 4\u00a0523 |
Finance expenses | 78\u00a0764 | 59\u00a0185 |
Unrealised foreign exchange profit/(loss) | 2\u00a0241 | (15\u00a0604) |
Net financial items | (75\u00a0191) | (64\u00a0196) |
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Note 11\tFinance income and finance expenses
NOK 1\u00a0000 | 2025 | 2024 |
Interest income on bank accounts and receivables | 3\u00a0568 | 4\u00a0606 |
Currency gain | (2\u00a0236) | 4\u00a0188 |
Other financial income | - | 1\u00a0799 |
Finance income | 1\u00a0332 | 10\u00a0593 |
Interest expense on financial liabilities measured at amortised cost | 33\u00a0926 | 43\u00a0219 |
Currency loss | 2\u00a0335 | 7\u00a0440 |
Interest expense on leasing | 4\u00a0921 | 4\u00a0003 |
Other financial expenses | 37\u00a0582 | 4\u00a0523 |
Finance expenses | 78\u00a0764 | 59\u00a0185 |
Unrealised foreign exchange profit/(loss) | 2\u00a0241 | (15\u00a0604) |
Net financial items | (75\u00a0191) | (64\u00a0196) |
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Note 11\tFinance income and finance expenses
NOK 1\u00a0000 | 2025 | 2024 |
Interest income on bank accounts and receivables | 3\u00a0568 | 4\u00a0606 |
Currency gain | (2\u00a0236) | 4\u00a0188 |
Other financial income | - | 1\u00a0799 |
Finance income | 1\u00a0332 | 10\u00a0593 |
Interest expense on financial liabilities measured at amortised cost | 33\u00a0926 | 43\u00a0219 |
Currency loss | 2\u00a0335 | 7\u00a0440 |
Interest expense on leasing | 4\u00a0921 | 4\u00a0003 |
Other financial expenses | 37\u00a0582 | 4\u00a0523 |
Finance expenses | 78\u00a0764 | 59\u00a0185 |
Unrealised foreign exchange profit/(loss) | 2\u00a0241 | (15\u00a0604) |
Net financial items | (75\u00a0191) | (64\u00a0196) |
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Note 11\tFinance income and finance expenses
NOK 1\u00a0000 | 2025 | 2024 |
Interest income on bank accounts and receivables | 3\u00a0568 | 4\u00a0606 |
Currency gain | (2\u00a0236) | 4\u00a0188 |
Other financial income | - | 1\u00a0799 |
Finance income | 1\u00a0332 | 10\u00a0593 |
Interest expense on financial liabilities measured at amortised cost | 33\u00a0926 | 43\u00a0219 |
Currency loss | 2\u00a0335 | 7\u00a0440 |
Interest expense on leasing | 4\u00a0921 | 4\u00a0003 |
Other financial expenses | 37\u00a0582 | 4\u00a0523 |
Finance expenses | 78\u00a0764 | 59\u00a0185 |
Unrealised foreign exchange profit/(loss) | 2\u00a0241 | (15\u00a0604) |
Net financial items | (75\u00a0191) | (64\u00a0196) |
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Note 11\tFinance income and finance expenses
NOK 1\u00a0000 | 2025 | 2024 |
Interest income on bank accounts and receivables | 3\u00a0568 | 4\u00a0606 |
Currency gain | (2\u00a0236) | 4\u00a0188 |
Other financial income | - | 1\u00a0799 |
Finance income | 1\u00a0332 | 10\u00a0593 |
Interest expense on financial liabilities measured at amortised cost | 33\u00a0926 | 43\u00a0219 |
Currency loss | 2\u00a0335 | 7\u00a0440 |
Interest expense on leasing | 4\u00a0921 | 4\u00a0003 |
Other financial expenses | 37\u00a0582 | 4\u00a0523 |
Finance expenses | 78\u00a0764 | 59\u00a0185 |
Unrealised foreign exchange profit/(loss) | 2\u00a0241 | (15\u00a0604) |
Net financial items | (75\u00a0191) | (64\u00a0196) |
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Note 11\tFinance income and finance expenses
NOK 1\u00a0000 | 2025 | 2024 |
Interest income on bank accounts and receivables | 3\u00a0568 | 4\u00a0606 |
Currency gain | (2\u00a0236) | 4\u00a0188 |
Other financial income | - | 1\u00a0799 |
Finance income | 1\u00a0332 | 10\u00a0593 |
Interest expense on financial liabilities measured at amortised cost | 33\u00a0926 | 43\u00a0219 |
Currency loss | 2\u00a0335 | 7\u00a0440 |
Interest expense on leasing | 4\u00a0921 | 4\u00a0003 |
Other financial expenses | 37\u00a0582 | 4\u00a0523 |
Finance expenses | 78\u00a0764 | 59\u00a0185 |
Unrealised foreign exchange profit/(loss) | 2\u00a0241 | (15\u00a0604) |
Net financial items | (75\u00a0191) | (64\u00a0196) |
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Note 12\tInterest-bearing loans and borrowings
NOK 1\u00a0000 | 2025 | 2024 | ||||||||
Financial institution | Agreement | Maturity | Duration | Interest rate | Non-current | Current | Total | Non-current | Current | Total |
Oslo Stock Exchange\u200c 1 | Bond loan | Mar 2028 | 5 years | see below | - | - | - | 463\u00a0711 | - | 463\u00a0711 |
Nordea Bank ABP\u200c 2 | RCF | October 2028 | 3+2 years | Euribor + 1.85 | 412\u00a0092 | - | 412\u00a0092 | - | - | - |
De Lage Landen Finans | Leasing | Jan 2028 | 5 years | 7.05% | 226 | 251 | 477 | 498 | 251 | 749 |
AHAG Verm\u00f6gensverwaltung GmbH | Minority share loan | Mar 2027 | 7 years | 0.00% | 5\u00a0168 | - | 5\u00a0168 | - | 4\u00a0759 | 4\u00a0759 |
Interest-bearing debt and borrowings | 417\u00a0486 | 251 | 417\u00a0737 | 464\u00a0209 | 5\u00a0010 | 469\u00a0219 |
1The bond loan was repaid in November 2025. A redemption fee of NOK 19 million was paid.
2Nordea Bank ABP is a 3+2 years revolving credit facility with interest EURIBOR 3 months + 1.85 points.
Total loans
2025 | 2024 | |||||
NOK 1\u00a0000 | Lease | Interest-bearing debt and borrowings | Total | Lease | Interest-bearing debt and borrowings | Total |
At 1 January 2025 | 69\u00a0978 | 469\u00a0219 | 539\u00a0197 | 47\u00a0054 | 450\u00a0721 | 497\u00a0775 |
Additions | 22\u00a0705 | 407 005 | 429\u00a0123 | 55\u00a0554 | 4\u00a0759 | 60\u00a0313 |
Payments 2025 | (31\u00a0781) | (485 841) | (498\u00a0497) | (32\u00a0604) | (10\u00a0995) | (43\u00a0599) |
Currency changes | (858) | 27 354 | 7\u00a0958 | (26) | 24\u00a0734 | 24\u00a0708 |
Redemtion fee bond loan | 19\u00a0124 | |||||
At 31 December 2025 | 60\u00a0044 | 417\u00a0737 | 477\u00a0781 | 69\u00a0978 | 469\u00a0219 | 539\u00a0197 |
On 23 October 2025, the Group entered an agreement for a multicurrency revolving credit facility (\u201cRCF\u201d) with Nordea Bank ABP (the \u201cLender\u201d). Pursuant to the terms of the RCF, the Lender has made available to Zalaris an amount of EUR 40 million. The facility will terminate three years from the signing date (i.e., 23 October 2028) and Zalaris may request up to two extensions of 12 months each, subject to the Lender\u2019s sole discretion to approve or decline such requests.
Subject to lender approval, the Total Commitments may be increased (\u201caccordion\u201d) by up to EUR 20 million in minimum EUR 10 million tranches; accordion commitments must be in the Base Currency (EUR) and carry the same margin as the facility. No more than two Accordion Increase Notices may be delivered and none within the final 12 months before the Termination Date. The facility is subject to customary covenants, all of which were met.
On 12 November, EUR 35 million of the RCF was drawn to partially finance the full redemption of the Company\u2019s EUR 40 million senior secured bond loan.
The interest rate applied to the utilised portion of the RCF is determined by adding a margin to the three-month Euribor rate. The margin varies according to the Company\u2019s leverage ratio\u2014calculated by dividing net interest-bearing debt by EBITDA (earnings before interest, tax, depreciation, and amortisation). As at 31 December 2025, the applicable margin stands at 1.85%. The margin is decided by the leverage and can be in the range of 1.85 \u2013 2.50%.
The covenants for the RCF are leverage and interest cover, both of which should not exceed 3.00:1. The facility has an early redemption regulation where lost interest vs. reinvestment return for the remaining interest period for the lender shall be covered.
NOK 1\u00a0000 | 2025 | 2024 | |||||
RCF \u2013 Amounts reconised in the balance | Non-current | Current | Total | Non-current | Current | Total | |
RCF \u2013 Drawn at period end | EUR 35 000 | 413\u00a0813 | - | 413\u00a0813 | - | - | - |
Unamortisided transaction costs | (1\u00a0721) | - | (1\u00a0721) | - | - | - | |
RCF \u2013 Amounts reconised in the balance | - | 412\u00a0092 | - | 412\u00a0092 | - | - | - |
The Company has as of year end deferred NOK 1.7 million in issuing costs (0.42% of the RCF), which are being amortised over the term of the loan.
The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
All borrowing costs, except borrowing costs directly attributable to the acquisition, are expensed in the period in which they occur. Gains and losses are recognised in profit or loss when the liabilities are derecognised. For further information see note 13.
Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__92": { "value": "Note 12\tInterest-bearing loans and borrowings
NOK 1\u00a0000 | 2025 | 2024 | ||||||||
Financial institution | Agreement | Maturity | Duration | Interest rate | Non-current | Current | Total | Non-current | Current | Total |
Oslo Stock Exchange\u200c 1 | Bond loan | Mar 2028 | 5 years | see below | - | - | - | 463\u00a0711 | - | 463\u00a0711 |
Nordea Bank ABP\u200c 2 | RCF | October 2028 | 3+2 years | Euribor + 1.85 | 412\u00a0092 | - | 412\u00a0092 | - | - | - |
De Lage Landen Finans | Leasing | Jan 2028 | 5 years | 7.05% | 226 | 251 | 477 | 498 | 251 | 749 |
AHAG Verm\u00f6gensverwaltung GmbH | Minority share loan | Mar 2027 | 7 years | 0.00% | 5\u00a0168 | - | 5\u00a0168 | - | 4\u00a0759 | 4\u00a0759 |
Interest-bearing debt and borrowings | 417\u00a0486 | 251 | 417\u00a0737 | 464\u00a0209 | 5\u00a0010 | 469\u00a0219 |
1The bond loan was repaid in November 2025. A redemption fee of NOK 19 million was paid.
2Nordea Bank ABP is a 3+2 years revolving credit facility with interest EURIBOR 3 months + 1.85 points.
Total loans
2025 | 2024 | |||||
NOK 1\u00a0000 | Lease | Interest-bearing debt and borrowings | Total | Lease | Interest-bearing debt and borrowings | Total |
At 1 January 2025 | 69\u00a0978 | 469\u00a0219 | 539\u00a0197 | 47\u00a0054 | 450\u00a0721 | 497\u00a0775 |
Additions | 22\u00a0705 | 407 005 | 429\u00a0123 | 55\u00a0554 | 4\u00a0759 | 60\u00a0313 |
Payments 2025 | (31\u00a0781) | (485 841) | (498\u00a0497) | (32\u00a0604) | (10\u00a0995) | (43\u00a0599) |
Currency changes | (858) | 27 354 | 7\u00a0958 | (26) | 24\u00a0734 | 24\u00a0708 |
Redemtion fee bond loan | 19\u00a0124 | |||||
At 31 December 2025 | 60\u00a0044 | 417\u00a0737 | 477\u00a0781 | 69\u00a0978 | 469\u00a0219 | 539\u00a0197 |
On 23 October 2025, the Group entered an agreement for a multicurrency revolving credit facility (\u201cRCF\u201d) with Nordea Bank ABP (the \u201cLender\u201d). Pursuant to the terms of the RCF, the Lender has made available to Zalaris an amount of EUR 40 million. The facility will terminate three years from the signing date (i.e., 23 October 2028) and Zalaris may request up to two extensions of 12 months each, subject to the Lender\u2019s sole discretion to approve or decline such requests.
Subject to lender approval, the Total Commitments may be increased (\u201caccordion\u201d) by up to EUR 20 million in minimum EUR 10 million tranches; accordion commitments must be in the Base Currency (EUR) and carry the same margin as the facility. No more than two Accordion Increase Notices may be delivered and none within the final 12 months before the Termination Date. The facility is subject to customary covenants, all of which were met.
On 12 November, EUR 35 million of the RCF was drawn to partially finance the full redemption of the Company\u2019s EUR 40 million senior secured bond loan.
The interest rate applied to the utilised portion of the RCF is determined by adding a margin to the three-month Euribor rate. The margin varies according to the Company\u2019s leverage ratio\u2014calculated by dividing net interest-bearing debt by EBITDA (earnings before interest, tax, depreciation, and amortisation). As at 31 December 2025, the applicable margin stands at 1.85%. The margin is decided by the leverage and can be in the range of 1.85 \u2013 2.50%.
The covenants for the RCF are leverage and interest cover, both of which should not exceed 3.00:1. The facility has an early redemption regulation where lost interest vs. reinvestment return for the remaining interest period for the lender shall be covered.
NOK 1\u00a0000 | 2025 | 2024 | |||||
RCF \u2013 Amounts reconised in the balance | Non-current | Current | Total | Non-current | Current | Total | |
RCF \u2013 Drawn at period end | EUR 35 000 | 413\u00a0813 | - | 413\u00a0813 | - | - | - |
Unamortisided transaction costs | (1\u00a0721) | - | (1\u00a0721) | - | - | - | |
RCF \u2013 Amounts reconised in the balance | - | 412\u00a0092 | - | 412\u00a0092 | - | - | - |
The Company has as of year end deferred NOK 1.7 million in issuing costs (0.42% of the RCF), which are being amortised over the term of the loan.
The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
Note 12\tInterest-bearing loans and borrowings
NOK 1\u00a0000 | 2025 | 2024 | ||||||||
Financial institution | Agreement | Maturity | Duration | Interest rate | Non-current | Current | Total | Non-current | Current | Total |
Oslo Stock Exchange\u200c 1 | Bond loan | Mar 2028 | 5 years | see below | - | - | - | 463\u00a0711 | - | 463\u00a0711 |
Nordea Bank ABP\u200c 2 | RCF | October 2028 | 3+2 years | Euribor + 1.85 | 412\u00a0092 | - | 412\u00a0092 | - | - | - |
De Lage Landen Finans | Leasing | Jan 2028 | 5 years | 7.05% | 226 | 251 | 477 | 498 | 251 | 749 |
AHAG Verm\u00f6gensverwaltung GmbH | Minority share loan | Mar 2027 | 7 years | 0.00% | 5\u00a0168 | - | 5\u00a0168 | - | 4\u00a0759 | 4\u00a0759 |
Interest-bearing debt and borrowings | 417\u00a0486 | 251 | 417\u00a0737 | 464\u00a0209 | 5\u00a0010 | 469\u00a0219 |
1The bond loan was repaid in November 2025. A redemption fee of NOK 19 million was paid.
2Nordea Bank ABP is a 3+2 years revolving credit facility with interest EURIBOR 3 months + 1.85 points.
Total loans
2025 | 2024 | |||||
NOK 1\u00a0000 | Lease | Interest-bearing debt and borrowings | Total | Lease | Interest-bearing debt and borrowings | Total |
At 1 January 2025 | 69\u00a0978 | 469\u00a0219 | 539\u00a0197 | 47\u00a0054 | 450\u00a0721 | 497\u00a0775 |
Additions | 22\u00a0705 | 407 005 | 429\u00a0123 | 55\u00a0554 | 4\u00a0759 | 60\u00a0313 |
Payments 2025 | (31\u00a0781) | (485 841) | (498\u00a0497) | (32\u00a0604) | (10\u00a0995) | (43\u00a0599) |
Currency changes | (858) | 27 354 | 7\u00a0958 | (26) | 24\u00a0734 | 24\u00a0708 |
Redemtion fee bond loan | 19\u00a0124 | |||||
At 31 December 2025 | 60\u00a0044 | 417\u00a0737 | 477\u00a0781 | 69\u00a0978 | 469\u00a0219 | 539\u00a0197 |
On 23 October 2025, the Group entered an agreement for a multicurrency revolving credit facility (\u201cRCF\u201d) with Nordea Bank ABP (the \u201cLender\u201d). Pursuant to the terms of the RCF, the Lender has made available to Zalaris an amount of EUR 40 million. The facility will terminate three years from the signing date (i.e., 23 October 2028) and Zalaris may request up to two extensions of 12 months each, subject to the Lender\u2019s sole discretion to approve or decline such requests.
Subject to lender approval, the Total Commitments may be increased (\u201caccordion\u201d) by up to EUR 20 million in minimum EUR 10 million tranches; accordion commitments must be in the Base Currency (EUR) and carry the same margin as the facility. No more than two Accordion Increase Notices may be delivered and none within the final 12 months before the Termination Date. The facility is subject to customary covenants, all of which were met.
On 12 November, EUR 35 million of the RCF was drawn to partially finance the full redemption of the Company\u2019s EUR 40 million senior secured bond loan.
The interest rate applied to the utilised portion of the RCF is determined by adding a margin to the three-month Euribor rate. The margin varies according to the Company\u2019s leverage ratio\u2014calculated by dividing net interest-bearing debt by EBITDA (earnings before interest, tax, depreciation, and amortisation). As at 31 December 2025, the applicable margin stands at 1.85%. The margin is decided by the leverage and can be in the range of 1.85 \u2013 2.50%.
The covenants for the RCF are leverage and interest cover, both of which should not exceed 3.00:1. The facility has an early redemption regulation where lost interest vs. reinvestment return for the remaining interest period for the lender shall be covered.
NOK 1\u00a0000 | 2025 | 2024 | |||||
RCF \u2013 Amounts reconised in the balance | Non-current | Current | Total | Non-current | Current | Total | |
RCF \u2013 Drawn at period end | EUR 35 000 | 413\u00a0813 | - | 413\u00a0813 | - | - | - |
Unamortisided transaction costs | (1\u00a0721) | - | (1\u00a0721) | - | - | - | |
RCF \u2013 Amounts reconised in the balance | - | 412\u00a0092 | - | 412\u00a0092 | - | - | - |
The Company has as of year end deferred NOK 1.7 million in issuing costs (0.42% of the RCF), which are being amortised over the term of the loan.
The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
Fair value of financial instruments
The Group classi\ufb01es fair value measurements by using a fair value hierarchy which re\ufb02ects the importance of the input used in the preparation of the measurements. The fair value hierarchy has the following levels:
Level 1: Non-adjusted quoted prices in active markets.\t
Level 2: Other data than the quoted prices included in Level 1, which are observable for assets or liabilities either directly, i.e. as prices, or indirectly, as derived from prices.
Level 3: Data for the asset or liability which is based on unobservable market data.
It is assessed that the carrying amounts of \ufb01nancial instruments recognised at amortised cost in the \ufb01nancial statements approximate their fair values. The assessment is based on a judgment that difference between interest rate at year-end compared to draw down.
Value assessment of liabilities of financial instruments is set Level 3 in the fair value hierarchy.
Trade Receivables and Contract Assets
Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a credit rating scorecard and individual credit limits are de\ufb01ned in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Group has a customer portfolio of well-known companies and has had low credit losses (see Note 16).
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation re\ufb02ects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are in several jurisdictions and industries and operate in largely independent markets.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__96": { "value": "The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__98": { "value": "The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.
Financial liabilities at amortised cost (loans and borrowings) are the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.
Assets Pledged as Security
As security for the RCF all shares, internal loans and assets have been pledged according to the table below. Shares and loans have been pledged 100% while the assets with an upper limit of EUR 72\u00a0million.
Company | Shares | Internal loans | Assets |
vyble GmbH | \u25cf | ||
Zalaris ASA | \u25cf | ||
Zalaris Australia Pty Ltd | \u25cf | ||
ZALARIS Deutschland AG | \u25cf | ||
Zalaris HR Services Denmark AS | \u25cf | ||
Zalaris HR Services Finland OY | \u25cf | ||
Zalaris HR Services Norway AS | \u25cf | \u25cf | |
Zalaris HR Services Sverige AB | \u25cf | ||
Zalaris Retail Services & Solutions GmbH | \u25cf |
Guarantees and Commitments
There are not issued further guarantees from the parent company on behalf of the Company against third parties.
Leasing
For leasing liabilities relating to right-of-use assets, see note9.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__97": { "value": "The Group\u2019s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__101": { "value": "Note 13\tFinancial instruments
Financial Instruments by Category
2025
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 290\u00a0003 | 290\u00a0003 | ||
Other short-term receivables | 80\u00a0540 | 80\u00a0540 | ||
Cash and cash equivalents | 201\u00a0081 | 201\u00a0081 | ||
Total | 571\u00a0624 | - | - | 571\u00a0624 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 251 | 251 | ||
Borrowings, long term | 417\u00a0486 | 417\u00a0486 | ||
Trade accounts payables | 47\u00a0403 | 47\u00a0403 | ||
Other short-term debt | 139\u00a0746 | 139\u00a0746 | ||
Total | - | - | 604\u00a0886 | 604\u00a0886 |
2024
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 291\u00a0862 | 291\u00a0862 | ||
Other short-term receivables | 65\u00a0572 | 65\u00a0572 | ||
Cash and cash equivalents | 221\u00a0751 | 221\u00a0751 | ||
Total | 579\u00a0185 | - | - | 579\u00a0185 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 5\u00a0010 | 5\u00a0010 | ||
Borrowings, long term | 464\u00a0210 | 464\u00a0210 | ||
Trade accounts payables | 42\u00a0736 | 42\u00a0736 | ||
Other short-term debt | 143\u00a0223 | 143\u00a0223 | ||
Total | - | - | 655\u00a0179 | 655\u00a0179 |
Fair value of financial instruments
The Group classi\ufb01es fair value measurements by using a fair value hierarchy which re\ufb02ects the importance of the input used in the preparation of the measurements. The fair value hierarchy has the following levels:
Level 1: Non-adjusted quoted prices in active markets.\t
Level 2: Other data than the quoted prices included in Level 1, which are observable for assets or liabilities either directly, i.e. as prices, or indirectly, as derived from prices.
Level 3: Data for the asset or liability which is based on unobservable market data.
It is assessed that the carrying amounts of \ufb01nancial instruments recognised at amortised cost in the \ufb01nancial statements approximate their fair values. The assessment is based on a judgment that difference between interest rate at year-end compared to draw down.
Value assessment of liabilities of financial instruments is set Level 3 in the fair value hierarchy.
Financial risk management
The Group has some exposure to risks from its use of \ufb01nancial instruments, including credit risk, liquidity risk, interest rate risk and currency risk. This note presents information about the Group\u2019s exposure to each of the above-mentioned risks, and the Group\u2019s objectives, policies and processes for managing such risks. At the end of this note, information regarding the Group\u2019s capital management is provided.
Market Risk from Financial Instruments
Market risk is the risk that the fair value of future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market prices. Market prices comprise three types of risk: market risk (e.g. interest rate risk and currency risk), commodity price risk and other price risk. The Company\u2019s \ufb01nancial instruments are mainly exposed to interest rate and currency risks.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market interest rates. The Group\u2019s interest risk mainly relates to the Company\u2019s RCF of EUR 35 million (see Note 12), which has an interest rate equal to the 3 months Euribor plus 1.85%. Any +0.5 percentage point increase in the 3 months Euribor would increase the Group\u2019s annual interest expense by approximately NOK 2.0 million. The interest risk is thus considered to be moderate.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in foreign exchange rates. The Company is primarily exposed to foreign exchange risk arising from various currency exposures with respect to the EUR, SEK, GBP, PLN and AUD in relation to its debt obligations as well as from commercial transactions.
For operational transactions denominated in currencies other than the functional currency of the entities in the Group, the Company\u2019s policy is to exchange into foreign currency as required on a spot basis. Most transactions carried out by Group entities are done in the functional currency of those entities.
As of 31 December 2025, the Company has a Euro-based RCF of EUR 35 million. It is an unrealised currency loss amounting to NOK 5.7 million related to this loan. Except for this, the Group has limited exposure to currency risk from assets and liabilities recognised at year end, that are denominated in currencies other than the functional currency of the Group entities. The Group has currency exposure from EUR, DKK, INR, SEK, GBP, HUF, PLN, AUD, CZK and SGD. It is mainly the EUR exchange rate that constitutes a currency risk for the Company.
The following table shows the effect in NOK of change of +/- 5% on cash balances in each currency held at year\u00a0end.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
SEK | 37\u00a0736 | 1.093 | 41\u00a0256 | +/- 2\u00a0063 |
PLN | 8\u00a0710 | 2.800 | 24\u00a0394 | +/- 1\u00a0220 |
DKK | 14\u00a0625 | 1.583 | 23\u00a0152 | +/- 1\u00a0158 |
GBP | 1\u00a0284 | 13.551 | 17\u00a0406 | +/- 870 |
EUR | 1\u00a0172 | 11.823 | 13\u00a0859 | +/- 693 |
Other Currencies | N/A | N/A | 16\u00a0334 | +/- 817 |
NOK | 64\u00a0678 | 1 | 64\u00a0678 | +/- 000 |
Total | NOK | 201\u00a0080 | +/- 6\u00a0820 |
1\u00a0000 | EUR | Exchange rate | NOK | Effect in NOK of +/- 5% change |
RCF | 35\u00a0000 | 11.823 | 413\u00a0813 | +/- 20\u00a0691 |
Total | NOK | 413\u00a0813 | +/- 20\u00a0691 |
The following illustrates the similar effect in NOK on customer receivables with a change of +/- 5% in currency rate.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
EUR | 12\u00a0787 | 11.823 | 151\u00a0180 | +/- 7\u00a0559 |
SEK | 30\u00a0702 | 1.903 | 33\u00a0566 | +/- 1\u00a0678 |
GBP | 1\u00a0421 | 13.551 | 19\u00a0250 | +/- 963 |
DKK | 9\u00a0611 | 1.583 | 15\u00a0214 | +/- 761 |
PLN | 4\u00a0928 | 2.800 | 13\u00a0801 | +/- 690 |
Other Currencies | N/A | N/A | 12\u00a0165 | +/- 608 |
NOK | 44\u00a0827 | 1 | 44\u00a0827 | +/- 000 |
Total | NOK | 290\u00a0003 | +/- 12 259 |
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a \ufb01nancial instrument or customer contract, leading to a \ufb01nancial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its \ufb01nancing activities, including deposits with banks and \ufb01nancial institutions, derivatives, debt instruments and account receivables. The counterparty to the cash and cash equivalents and deposits banks which are assessed to be solid.
Trade Receivables and Contract Assets
Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a credit rating scorecard and individual credit limits are de\ufb01ned in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Group has a customer portfolio of well-known companies and has had low credit losses (see Note 16).
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation re\ufb02ects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are in several jurisdictions and industries and operate in largely independent markets.
Liquidity risk
Liquidity risk is the risk of being unable to pay \ufb01nancial liabilities as they fall due. The Group\u2019s approach to managing liquidity risk is to ensure that it will always have enough liquidity to meet its \ufb01nancial liabilities as they fall due, under normal as well as extraordinary circumstances, without incurring unacceptable losses or risking damage to the Group\u2019s reputation. Prudent liquidity risk management implies maintaining enough cash and the availability of appropriate funding. The group has for most of its customers 30 days payment terms although in exceptional cases some customers may have up to 90 days payment terms.
The table below details the contractual maturities for the Group\u2019s \ufb01nancial liabilities. The tables do not include interest payments. The contractual amounts were estimated based on the closing exchange rates at balance sheet date.
Per 31 December 2025
NOK 1\u00a0000 | Less than 3\u00a0months | 3 to 12months | 1 to 5years | 6 to 10years | Total |
Borrowings, long term | 417\u00a0486 | 417\u00a0486 | |||
Borrowings, short term | 390 | (139) | 251 | ||
Trade creditors and other short term liabilities | 70\u00a0282 | 116\u00a0867 | 187\u00a0149 | ||
Leasing IFRS 16 | 7\u00a0025 | 21\u00a0079 | 31\u00a0178 | 761 | 60\u00a0043 |
Total liabilities | 77\u00a0697 | 137\u00a0807 | 448\u00a0664 | 761 | 664\u00a0929 |
Per 31 December 2024
NOK 1\u00a0000 | Less than 3\u00a0months | 3 to 12months | 1 to 5years | 6 to 10years | Total |
Borrowings, long term | 464\u00a0210 | 464\u00a0210 | |||
Borrowings, short term | 389 | 4\u00a0621 | 5\u00a0010 | ||
Trade creditors and other short term liabilities | 67\u00a0290 | 118\u00a0669 | 185\u00a0959 | ||
Leasing IFRS 16 | 6\u00a0964 | 20\u00a0839 | 40\u00a0484 | 1\u00a0691 | 69\u00a0978 |
Total liabilities | 74\u00a0643 | 144\u00a0129 | 504\u00a0694 | 1\u00a0691 | 725\u00a0157 |
Capital management
A key objective in relation to capital management is to ensure that the Company maintains a sufficient capital structure to support its business development and to maintain a strong credit rating. The Company evaluates its capital structure considering current and projected cash \ufb02ows, potential new business opportunities and the Group\u2019s \ufb01nancial commitments.
The Company has a long-term equity ratio target of between 25\u201330%. The equity ratio as of 31 December 2025 was 21.2% (19.8%).
The Group aims to maximise shareholder return over time, and the long-term target is to distribute dividends to shareholders of around 50% of the annual net profit before tax, taking into consideration its outlook, investment opportunities and financial position. There are restrictions on dividend payments in the RCF agreement.
To maintain or adjust the capital structure, the Company may issue new shares or obtain new loans.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__102": { "value": "Note 13\tFinancial instruments
Financial Instruments by Category
2025
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 290\u00a0003 | 290\u00a0003 | ||
Other short-term receivables | 80\u00a0540 | 80\u00a0540 | ||
Cash and cash equivalents | 201\u00a0081 | 201\u00a0081 | ||
Total | 571\u00a0624 | - | - | 571\u00a0624 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 251 | 251 | ||
Borrowings, long term | 417\u00a0486 | 417\u00a0486 | ||
Trade accounts payables | 47\u00a0403 | 47\u00a0403 | ||
Other short-term debt | 139\u00a0746 | 139\u00a0746 | ||
Total | - | - | 604\u00a0886 | 604\u00a0886 |
2024
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 291\u00a0862 | 291\u00a0862 | ||
Other short-term receivables | 65\u00a0572 | 65\u00a0572 | ||
Cash and cash equivalents | 221\u00a0751 | 221\u00a0751 | ||
Total | 579\u00a0185 | - | - | 579\u00a0185 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 5\u00a0010 | 5\u00a0010 | ||
Borrowings, long term | 464\u00a0210 | 464\u00a0210 | ||
Trade accounts payables | 42\u00a0736 | 42\u00a0736 | ||
Other short-term debt | 143\u00a0223 | 143\u00a0223 | ||
Total | - | - | 655\u00a0179 | 655\u00a0179 |
Fair value of financial instruments
The Group classi\ufb01es fair value measurements by using a fair value hierarchy which re\ufb02ects the importance of the input used in the preparation of the measurements. The fair value hierarchy has the following levels:
Level 1: Non-adjusted quoted prices in active markets.\t
Level 2: Other data than the quoted prices included in Level 1, which are observable for assets or liabilities either directly, i.e. as prices, or indirectly, as derived from prices.
Level 3: Data for the asset or liability which is based on unobservable market data.
It is assessed that the carrying amounts of \ufb01nancial instruments recognised at amortised cost in the \ufb01nancial statements approximate their fair values. The assessment is based on a judgment that difference between interest rate at year-end compared to draw down.
Value assessment of liabilities of financial instruments is set Level 3 in the fair value hierarchy.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__103": { "value": "Note 13\tFinancial instruments
Financial Instruments by Category
2025
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 290\u00a0003 | 290\u00a0003 | ||
Other short-term receivables | 80\u00a0540 | 80\u00a0540 | ||
Cash and cash equivalents | 201\u00a0081 | 201\u00a0081 | ||
Total | 571\u00a0624 | - | - | 571\u00a0624 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 251 | 251 | ||
Borrowings, long term | 417\u00a0486 | 417\u00a0486 | ||
Trade accounts payables | 47\u00a0403 | 47\u00a0403 | ||
Other short-term debt | 139\u00a0746 | 139\u00a0746 | ||
Total | - | - | 604\u00a0886 | 604\u00a0886 |
2024
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 291\u00a0862 | 291\u00a0862 | ||
Other short-term receivables | 65\u00a0572 | 65\u00a0572 | ||
Cash and cash equivalents | 221\u00a0751 | 221\u00a0751 | ||
Total | 579\u00a0185 | - | - | 579\u00a0185 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 5\u00a0010 | 5\u00a0010 | ||
Borrowings, long term | 464\u00a0210 | 464\u00a0210 | ||
Trade accounts payables | 42\u00a0736 | 42\u00a0736 | ||
Other short-term debt | 143\u00a0223 | 143\u00a0223 | ||
Total | - | - | 655\u00a0179 | 655\u00a0179 |
Fair value of financial instruments
The Group classi\ufb01es fair value measurements by using a fair value hierarchy which re\ufb02ects the importance of the input used in the preparation of the measurements. The fair value hierarchy has the following levels:
Level 1: Non-adjusted quoted prices in active markets.\t
Level 2: Other data than the quoted prices included in Level 1, which are observable for assets or liabilities either directly, i.e. as prices, or indirectly, as derived from prices.
Level 3: Data for the asset or liability which is based on unobservable market data.
It is assessed that the carrying amounts of \ufb01nancial instruments recognised at amortised cost in the \ufb01nancial statements approximate their fair values. The assessment is based on a judgment that difference between interest rate at year-end compared to draw down.
Value assessment of liabilities of financial instruments is set Level 3 in the fair value hierarchy.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__104-1": { "value": "Note 13\tFinancial instruments
Financial Instruments by Category
2025
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 290\u00a0003 | 290\u00a0003 | ||
Other short-term receivables | 80\u00a0540 | 80\u00a0540 | ||
Cash and cash equivalents | 201\u00a0081 | 201\u00a0081 | ||
Total | 571\u00a0624 | - | - | 571\u00a0624 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 251 | 251 | ||
Borrowings, long term | 417\u00a0486 | 417\u00a0486 | ||
Trade accounts payables | 47\u00a0403 | 47\u00a0403 | ||
Other short-term debt | 139\u00a0746 | 139\u00a0746 | ||
Total | - | - | 604\u00a0886 | 604\u00a0886 |
2024
NOK 1\u00a0000 | Financial assets at amortized cost | Fair value through profit\u00a0or\u00a0loss | Financial liabilities at amortized cost | Total bookvalue |
Financial assets | ||||
Trade accounts receivable | 291\u00a0862 | 291\u00a0862 | ||
Other short-term receivables | 65\u00a0572 | 65\u00a0572 | ||
Cash and cash equivalents | 221\u00a0751 | 221\u00a0751 | ||
Total | 579\u00a0185 | - | - | 579\u00a0185 |
Financial liabilities at amortized cost | ||||
Borrowings, short term | 5\u00a0010 | 5\u00a0010 | ||
Borrowings, long term | 464\u00a0210 | 464\u00a0210 | ||
Trade accounts payables | 42\u00a0736 | 42\u00a0736 | ||
Other short-term debt | 143\u00a0223 | 143\u00a0223 | ||
Total | - | - | 655\u00a0179 | 655\u00a0179 |
Fair value of financial instruments
The Group classi\ufb01es fair value measurements by using a fair value hierarchy which re\ufb02ects the importance of the input used in the preparation of the measurements. The fair value hierarchy has the following levels:
Level 1: Non-adjusted quoted prices in active markets.\t
Level 2: Other data than the quoted prices included in Level 1, which are observable for assets or liabilities either directly, i.e. as prices, or indirectly, as derived from prices.
Level 3: Data for the asset or liability which is based on unobservable market data.
It is assessed that the carrying amounts of \ufb01nancial instruments recognised at amortised cost in the \ufb01nancial statements approximate their fair values. The assessment is based on a judgment that difference between interest rate at year-end compared to draw down.
Value assessment of liabilities of financial instruments is set Level 3 in the fair value hierarchy.
Note 20\tOther short-term liabilities
NOK 1\u00a0000 | 2025 | 2024 |
Prepayments from customers\u200c 1 | 22\u00a0879 | 24\u00a0554 |
Wages, holiday pay and bonus | 37\u00a0957 | 36\u00a0341 |
Accrued expenses and other current liabilities | 78\u00a0910 | 82\u00a0328 |
Total | 139\u00a0746 | 143\u00a0223 |
1Prepayments from customers both relate to prepayments of fixed service fees for the first month starting outsourcing deliveries, and prepayments related to liabilities for transferred personnel.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__105": { "value": "Financial risk management
The Group has some exposure to risks from its use of \ufb01nancial instruments, including credit risk, liquidity risk, interest rate risk and currency risk. This note presents information about the Group\u2019s exposure to each of the above-mentioned risks, and the Group\u2019s objectives, policies and processes for managing such risks. At the end of this note, information regarding the Group\u2019s capital management is provided.
Market Risk from Financial Instruments
Market risk is the risk that the fair value of future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market prices. Market prices comprise three types of risk: market risk (e.g. interest rate risk and currency risk), commodity price risk and other price risk. The Company\u2019s \ufb01nancial instruments are mainly exposed to interest rate and currency risks.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market interest rates. The Group\u2019s interest risk mainly relates to the Company\u2019s RCF of EUR 35 million (see Note 12), which has an interest rate equal to the 3 months Euribor plus 1.85%. Any +0.5 percentage point increase in the 3 months Euribor would increase the Group\u2019s annual interest expense by approximately NOK 2.0 million. The interest risk is thus considered to be moderate.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in foreign exchange rates. The Company is primarily exposed to foreign exchange risk arising from various currency exposures with respect to the EUR, SEK, GBP, PLN and AUD in relation to its debt obligations as well as from commercial transactions.
For operational transactions denominated in currencies other than the functional currency of the entities in the Group, the Company\u2019s policy is to exchange into foreign currency as required on a spot basis. Most transactions carried out by Group entities are done in the functional currency of those entities.
As of 31 December 2025, the Company has a Euro-based RCF of EUR 35 million. It is an unrealised currency loss amounting to NOK 5.7 million related to this loan. Except for this, the Group has limited exposure to currency risk from assets and liabilities recognised at year end, that are denominated in currencies other than the functional currency of the Group entities. The Group has currency exposure from EUR, DKK, INR, SEK, GBP, HUF, PLN, AUD, CZK and SGD. It is mainly the EUR exchange rate that constitutes a currency risk for the Company.
The following table shows the effect in NOK of change of +/- 5% on cash balances in each currency held at year\u00a0end.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
SEK | 37\u00a0736 | 1.093 | 41\u00a0256 | +/- 2\u00a0063 |
PLN | 8\u00a0710 | 2.800 | 24\u00a0394 | +/- 1\u00a0220 |
DKK | 14\u00a0625 | 1.583 | 23\u00a0152 | +/- 1\u00a0158 |
GBP | 1\u00a0284 | 13.551 | 17\u00a0406 | +/- 870 |
EUR | 1\u00a0172 | 11.823 | 13\u00a0859 | +/- 693 |
Other Currencies | N/A | N/A | 16\u00a0334 | +/- 817 |
NOK | 64\u00a0678 | 1 | 64\u00a0678 | +/- 000 |
Total | NOK | 201\u00a0080 | +/- 6\u00a0820 |
1\u00a0000 | EUR | Exchange rate | NOK | Effect in NOK of +/- 5% change |
RCF | 35\u00a0000 | 11.823 | 413\u00a0813 | +/- 20\u00a0691 |
Total | NOK | 413\u00a0813 | +/- 20\u00a0691 |
The following illustrates the similar effect in NOK on customer receivables with a change of +/- 5% in currency rate.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
EUR | 12\u00a0787 | 11.823 | 151\u00a0180 | +/- 7\u00a0559 |
SEK | 30\u00a0702 | 1.903 | 33\u00a0566 | +/- 1\u00a0678 |
GBP | 1\u00a0421 | 13.551 | 19\u00a0250 | +/- 963 |
DKK | 9\u00a0611 | 1.583 | 15\u00a0214 | +/- 761 |
PLN | 4\u00a0928 | 2.800 | 13\u00a0801 | +/- 690 |
Other Currencies | N/A | N/A | 12\u00a0165 | +/- 608 |
NOK | 44\u00a0827 | 1 | 44\u00a0827 | +/- 000 |
Total | NOK | 290\u00a0003 | +/- 12 259 |
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a \ufb01nancial instrument or customer contract, leading to a \ufb01nancial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its \ufb01nancing activities, including deposits with banks and \ufb01nancial institutions, derivatives, debt instruments and account receivables. The counterparty to the cash and cash equivalents and deposits banks which are assessed to be solid.
Trade Receivables and Contract Assets
Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a credit rating scorecard and individual credit limits are de\ufb01ned in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Group has a customer portfolio of well-known companies and has had low credit losses (see Note 16).
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation re\ufb02ects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are in several jurisdictions and industries and operate in largely independent markets.
Liquidity risk
Liquidity risk is the risk of being unable to pay \ufb01nancial liabilities as they fall due. The Group\u2019s approach to managing liquidity risk is to ensure that it will always have enough liquidity to meet its \ufb01nancial liabilities as they fall due, under normal as well as extraordinary circumstances, without incurring unacceptable losses or risking damage to the Group\u2019s reputation. Prudent liquidity risk management implies maintaining enough cash and the availability of appropriate funding. The group has for most of its customers 30 days payment terms although in exceptional cases some customers may have up to 90 days payment terms.
The table below details the contractual maturities for the Group\u2019s \ufb01nancial liabilities. The tables do not include interest payments. The contractual amounts were estimated based on the closing exchange rates at balance sheet date.
Per 31 December 2025
NOK 1\u00a0000 | Less than 3\u00a0months | 3 to 12months | 1 to 5years | 6 to 10years | Total |
Borrowings, long term | 417\u00a0486 | 417\u00a0486 | |||
Borrowings, short term | 390 | (139) | 251 | ||
Trade creditors and other short term liabilities | 70\u00a0282 | 116\u00a0867 | 187\u00a0149 | ||
Leasing IFRS 16 | 7\u00a0025 | 21\u00a0079 | 31\u00a0178 | 761 | 60\u00a0043 |
Total liabilities | 77\u00a0697 | 137\u00a0807 | 448\u00a0664 | 761 | 664\u00a0929 |
Per 31 December 2024
NOK 1\u00a0000 | Less than 3\u00a0months | 3 to 12months | 1 to 5years | 6 to 10years | Total |
Borrowings, long term | 464\u00a0210 | 464\u00a0210 | |||
Borrowings, short term | 389 | 4\u00a0621 | 5\u00a0010 | ||
Trade creditors and other short term liabilities | 67\u00a0290 | 118\u00a0669 | 185\u00a0959 | ||
Leasing IFRS 16 | 6\u00a0964 | 20\u00a0839 | 40\u00a0484 | 1\u00a0691 | 69\u00a0978 |
Total liabilities | 74\u00a0643 | 144\u00a0129 | 504\u00a0694 | 1\u00a0691 | 725\u00a0157 |
Capital management
A key objective in relation to capital management is to ensure that the Company maintains a sufficient capital structure to support its business development and to maintain a strong credit rating. The Company evaluates its capital structure considering current and projected cash \ufb02ows, potential new business opportunities and the Group\u2019s \ufb01nancial commitments.
The Company has a long-term equity ratio target of between 25\u201330%. The equity ratio as of 31 December 2025 was 21.2% (19.8%).
The Group aims to maximise shareholder return over time, and the long-term target is to distribute dividends to shareholders of around 50% of the annual net profit before tax, taking into consideration its outlook, investment opportunities and financial position. There are restrictions on dividend payments in the RCF agreement.
To maintain or adjust the capital structure, the Company may issue new shares or obtain new loans.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__106": { "value": "Market Risk from Financial Instruments
Market risk is the risk that the fair value of future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market prices. Market prices comprise three types of risk: market risk (e.g. interest rate risk and currency risk), commodity price risk and other price risk. The Company\u2019s \ufb01nancial instruments are mainly exposed to interest rate and currency risks.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in market interest rates. The Group\u2019s interest risk mainly relates to the Company\u2019s RCF of EUR 35 million (see Note 12), which has an interest rate equal to the 3 months Euribor plus 1.85%. Any +0.5 percentage point increase in the 3 months Euribor would increase the Group\u2019s annual interest expense by approximately NOK 2.0 million. The interest risk is thus considered to be moderate.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in foreign exchange rates. The Company is primarily exposed to foreign exchange risk arising from various currency exposures with respect to the EUR, SEK, GBP, PLN and AUD in relation to its debt obligations as well as from commercial transactions.
For operational transactions denominated in currencies other than the functional currency of the entities in the Group, the Company\u2019s policy is to exchange into foreign currency as required on a spot basis. Most transactions carried out by Group entities are done in the functional currency of those entities.
As of 31 December 2025, the Company has a Euro-based RCF of EUR 35 million. It is an unrealised currency loss amounting to NOK 5.7 million related to this loan. Except for this, the Group has limited exposure to currency risk from assets and liabilities recognised at year end, that are denominated in currencies other than the functional currency of the Group entities. The Group has currency exposure from EUR, DKK, INR, SEK, GBP, HUF, PLN, AUD, CZK and SGD. It is mainly the EUR exchange rate that constitutes a currency risk for the Company.
The following table shows the effect in NOK of change of +/- 5% on cash balances in each currency held at year\u00a0end.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
SEK | 37\u00a0736 | 1.093 | 41\u00a0256 | +/- 2\u00a0063 |
PLN | 8\u00a0710 | 2.800 | 24\u00a0394 | +/- 1\u00a0220 |
DKK | 14\u00a0625 | 1.583 | 23\u00a0152 | +/- 1\u00a0158 |
GBP | 1\u00a0284 | 13.551 | 17\u00a0406 | +/- 870 |
EUR | 1\u00a0172 | 11.823 | 13\u00a0859 | +/- 693 |
Other Currencies | N/A | N/A | 16\u00a0334 | +/- 817 |
NOK | 64\u00a0678 | 1 | 64\u00a0678 | +/- 000 |
Total | NOK | 201\u00a0080 | +/- 6\u00a0820 |
1\u00a0000 | EUR | Exchange rate | NOK | Effect in NOK of +/- 5% change |
RCF | 35\u00a0000 | 11.823 | 413\u00a0813 | +/- 20\u00a0691 |
Total | NOK | 413\u00a0813 | +/- 20\u00a0691 |
The following illustrates the similar effect in NOK on customer receivables with a change of +/- 5% in currency rate.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
EUR | 12\u00a0787 | 11.823 | 151\u00a0180 | +/- 7\u00a0559 |
SEK | 30\u00a0702 | 1.903 | 33\u00a0566 | +/- 1\u00a0678 |
GBP | 1\u00a0421 | 13.551 | 19\u00a0250 | +/- 963 |
DKK | 9\u00a0611 | 1.583 | 15\u00a0214 | +/- 761 |
PLN | 4\u00a0928 | 2.800 | 13\u00a0801 | +/- 690 |
Other Currencies | N/A | N/A | 12\u00a0165 | +/- 608 |
NOK | 44\u00a0827 | 1 | 44\u00a0827 | +/- 000 |
Total | NOK | 290\u00a0003 | +/- 12 259 |
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash \ufb02ows of a \ufb01nancial instrument will \ufb02uctuate because of changes in foreign exchange rates. The Company is primarily exposed to foreign exchange risk arising from various currency exposures with respect to the EUR, SEK, GBP, PLN and AUD in relation to its debt obligations as well as from commercial transactions.
For operational transactions denominated in currencies other than the functional currency of the entities in the Group, the Company\u2019s policy is to exchange into foreign currency as required on a spot basis. Most transactions carried out by Group entities are done in the functional currency of those entities.
As of 31 December 2025, the Company has a Euro-based RCF of EUR 35 million. It is an unrealised currency loss amounting to NOK 5.7 million related to this loan. Except for this, the Group has limited exposure to currency risk from assets and liabilities recognised at year end, that are denominated in currencies other than the functional currency of the Group entities. The Group has currency exposure from EUR, DKK, INR, SEK, GBP, HUF, PLN, AUD, CZK and SGD. It is mainly the EUR exchange rate that constitutes a currency risk for the Company.
The following table shows the effect in NOK of change of +/- 5% on cash balances in each currency held at year\u00a0end.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
SEK | 37\u00a0736 | 1.093 | 41\u00a0256 | +/- 2\u00a0063 |
PLN | 8\u00a0710 | 2.800 | 24\u00a0394 | +/- 1\u00a0220 |
DKK | 14\u00a0625 | 1.583 | 23\u00a0152 | +/- 1\u00a0158 |
GBP | 1\u00a0284 | 13.551 | 17\u00a0406 | +/- 870 |
EUR | 1\u00a0172 | 11.823 | 13\u00a0859 | +/- 693 |
Other Currencies | N/A | N/A | 16\u00a0334 | +/- 817 |
NOK | 64\u00a0678 | 1 | 64\u00a0678 | +/- 000 |
Total | NOK | 201\u00a0080 | +/- 6\u00a0820 |
1\u00a0000 | EUR | Exchange rate | NOK | Effect in NOK of +/- 5% change |
RCF | 35\u00a0000 | 11.823 | 413\u00a0813 | +/- 20\u00a0691 |
Total | NOK | 413\u00a0813 | +/- 20\u00a0691 |
The following illustrates the similar effect in NOK on customer receivables with a change of +/- 5% in currency rate.
1\u00a0000 | Local currency | Exchange rate | NOK | Effect in NOK of +/- 5% change |
EUR | 12\u00a0787 | 11.823 | 151\u00a0180 | +/- 7\u00a0559 |
SEK | 30\u00a0702 | 1.903 | 33\u00a0566 | +/- 1\u00a0678 |
GBP | 1\u00a0421 | 13.551 | 19\u00a0250 | +/- 963 |
DKK | 9\u00a0611 | 1.583 | 15\u00a0214 | +/- 761 |
PLN | 4\u00a0928 | 2.800 | 13\u00a0801 | +/- 690 |
Other Currencies | N/A | N/A | 12\u00a0165 | +/- 608 |
NOK | 44\u00a0827 | 1 | 44\u00a0827 | +/- 000 |
Total | NOK | 290\u00a0003 | +/- 12 259 |
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a \ufb01nancial instrument or customer contract, leading to a \ufb01nancial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its \ufb01nancing activities, including deposits with banks and \ufb01nancial institutions, derivatives, debt instruments and account receivables. The counterparty to the cash and cash equivalents and deposits banks which are assessed to be solid.
Trade Receivables and Contract Assets
Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a credit rating scorecard and individual credit limits are de\ufb01ned in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Group has a customer portfolio of well-known companies and has had low credit losses (see Note 16).
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation re\ufb02ects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are in several jurisdictions and industries and operate in largely independent markets.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__115": { "value": "Liquidity risk
Liquidity risk is the risk of being unable to pay \ufb01nancial liabilities as they fall due. The Group\u2019s approach to managing liquidity risk is to ensure that it will always have enough liquidity to meet its \ufb01nancial liabilities as they fall due, under normal as well as extraordinary circumstances, without incurring unacceptable losses or risking damage to the Group\u2019s reputation. Prudent liquidity risk management implies maintaining enough cash and the availability of appropriate funding. The group has for most of its customers 30 days payment terms although in exceptional cases some customers may have up to 90 days payment terms.
The table below details the contractual maturities for the Group\u2019s \ufb01nancial liabilities. The tables do not include interest payments. The contractual amounts were estimated based on the closing exchange rates at balance sheet date.
Per 31 December 2025
NOK 1\u00a0000 | Less than 3\u00a0months | 3 to 12months | 1 to 5years | 6 to 10years | Total |
Borrowings, long term | 417\u00a0486 | 417\u00a0486 | |||
Borrowings, short term | 390 | (139) | 251 | ||
Trade creditors and other short term liabilities | 70\u00a0282 | 116\u00a0867 | 187\u00a0149 | ||
Leasing IFRS 16 | 7\u00a0025 | 21\u00a0079 | 31\u00a0178 | 761 | 60\u00a0043 |
Total liabilities | 77\u00a0697 | 137\u00a0807 | 448\u00a0664 | 761 | 664\u00a0929 |
Per 31 December 2024
NOK 1\u00a0000 | Less than 3\u00a0months | 3 to 12months | 1 to 5years | 6 to 10years | Total |
Borrowings, long term | 464\u00a0210 | 464\u00a0210 | |||
Borrowings, short term | 389 | 4\u00a0621 | 5\u00a0010 | ||
Trade creditors and other short term liabilities | 67\u00a0290 | 118\u00a0669 | 185\u00a0959 | ||
Leasing IFRS 16 | 6\u00a0964 | 20\u00a0839 | 40\u00a0484 | 1\u00a0691 | 69\u00a0978 |
Total liabilities | 74\u00a0643 | 144\u00a0129 | 504\u00a0694 | 1\u00a0691 | 725\u00a0157 |
Capital management
A key objective in relation to capital management is to ensure that the Company maintains a sufficient capital structure to support its business development and to maintain a strong credit rating. The Company evaluates its capital structure considering current and projected cash \ufb02ows, potential new business opportunities and the Group\u2019s \ufb01nancial commitments.
The Company has a long-term equity ratio target of between 25\u201330%. The equity ratio as of 31 December 2025 was 21.2% (19.8%).
The Group aims to maximise shareholder return over time, and the long-term target is to distribute dividends to shareholders of around 50% of the annual net profit before tax, taking into consideration its outlook, investment opportunities and financial position. There are restrictions on dividend payments in the RCF agreement.
To maintain or adjust the capital structure, the Company may issue new shares or obtain new loans.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__121": { "value": "Note 14\tIncome taxes
Income tax expense for the period comprises current tax expense and deferred tax expense. Tax is recognised in the income statement, except to the extent that it relates to items in other comprehensive income or directly in equity where it is then presented. Items of the other comprehensive income presented net of related tax effects in the Statement of Other Comprehensive Income.
Income tax expense
NOK 1\u00a0000 | 2025 | 2024 |
Tax paid / payable | (20\u00a0892) | (14\u00a0913) |
Changes in deferred taxes | (9\u00a0421) | (1\u00a0096) |
Tax expense | (30\u00a0313) | (16\u00a0009) |
Effective tax rate
NOK 1\u00a0000 | 2025 | 2024 |
Ordinary profit before tax | 83\u00a0711 | 49\u00a0457 |
Tax at Zalaris ASA's statutory tax rate of 22% | (18\u00a0416) | (10\u00a0881) |
Effect of different tax rates and impact of changes in rates and legislation | 760 | (653) |
Non tax deductible costs and other permanent differences | (6\u00a0791) | (2\u00a0619) |
Losses not recognised as deferred tax assets | (6\u00a0500) | 54 |
Adjustments in respect of prior years and other adjustments | 634 | (1\u00a0910) |
Tax expense | (30\u00a0313) | (16\u00a0009) |
Effective tax rate | 36.2% | 32.4% |
Tax payable in balance sheet
NOK 1\u00a0000 | 2025 | 2024 |
Calculated tax payable | 8\u00a0004 | 5\u00a0476 |
Total income tax payable | 8\u00a0004 | 5\u00a0476 |
Specification of temporary differences basis for deferred tax
NOK 1\u00a0000 | 2025 | 2024 |
Property, plant, equipment and immaterial assets | 51\u00a0483 | 87\u00a0671 |
Other differences | 5\u00a0642 | (2\u00a0582) |
Tax losses carry forward | (118\u00a0225) | (187\u00a0535) |
Total temporary differences | (61\u00a0100) | (102\u00a0446) |
Deferred tax
NOK 1\u00a0000 | 2025 | 2024 |
Total deferred tax assets | 28\u00a0993 | 45\u00a0409 |
Total deferred tax liability | 15\u00a0769 | 22\u00a0383 |
Net recognised deferred tax/(liability) 22% | 13\u00a0224 | 23\u00a0026 |
Deferred tax assets and liabilities are calculated based on existing temporary differences between the carrying amounts of assets and liabilities in the financial statement and their tax bases, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
The companies included in the consolidated financial statement are subject to income tax in the countries where they are domiciled.
The Group has tax losses, which have arisen in Norway, of NOK 69.9 million as of 31 December 2025 that has no expiration date (NOK 141.1 million).
Further the group has as of year-end an off balance tax loss carried forward of NOK 78.1 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__122": { "value": "Note 14\tIncome taxes
Income tax expense for the period comprises current tax expense and deferred tax expense. Tax is recognised in the income statement, except to the extent that it relates to items in other comprehensive income or directly in equity where it is then presented. Items of the other comprehensive income presented net of related tax effects in the Statement of Other Comprehensive Income.
Income tax expense
NOK 1\u00a0000 | 2025 | 2024 |
Tax paid / payable | (20\u00a0892) | (14\u00a0913) |
Changes in deferred taxes | (9\u00a0421) | (1\u00a0096) |
Tax expense | (30\u00a0313) | (16\u00a0009) |
Effective tax rate
NOK 1\u00a0000 | 2025 | 2024 |
Ordinary profit before tax | 83\u00a0711 | 49\u00a0457 |
Tax at Zalaris ASA's statutory tax rate of 22% | (18\u00a0416) | (10\u00a0881) |
Effect of different tax rates and impact of changes in rates and legislation | 760 | (653) |
Non tax deductible costs and other permanent differences | (6\u00a0791) | (2\u00a0619) |
Losses not recognised as deferred tax assets | (6\u00a0500) | 54 |
Adjustments in respect of prior years and other adjustments | 634 | (1\u00a0910) |
Tax expense | (30\u00a0313) | (16\u00a0009) |
Effective tax rate | 36.2% | 32.4% |
Tax payable in balance sheet
NOK 1\u00a0000 | 2025 | 2024 |
Calculated tax payable | 8\u00a0004 | 5\u00a0476 |
Total income tax payable | 8\u00a0004 | 5\u00a0476 |
Specification of temporary differences basis for deferred tax
NOK 1\u00a0000 | 2025 | 2024 |
Property, plant, equipment and immaterial assets | 51\u00a0483 | 87\u00a0671 |
Other differences | 5\u00a0642 | (2\u00a0582) |
Tax losses carry forward | (118\u00a0225) | (187\u00a0535) |
Total temporary differences | (61\u00a0100) | (102\u00a0446) |
Deferred tax
NOK 1\u00a0000 | 2025 | 2024 |
Total deferred tax assets | 28\u00a0993 | 45\u00a0409 |
Total deferred tax liability | 15\u00a0769 | 22\u00a0383 |
Net recognised deferred tax/(liability) 22% | 13\u00a0224 | 23\u00a0026 |
Deferred tax assets and liabilities are calculated based on existing temporary differences between the carrying amounts of assets and liabilities in the financial statement and their tax bases, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
The companies included in the consolidated financial statement are subject to income tax in the countries where they are domiciled.
The Group has tax losses, which have arisen in Norway, of NOK 69.9 million as of 31 December 2025 that has no expiration date (NOK 141.1 million).
Further the group has as of year-end an off balance tax loss carried forward of NOK 78.1 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__123": { "value": "Note 14\tIncome taxes
Income tax expense for the period comprises current tax expense and deferred tax expense. Tax is recognised in the income statement, except to the extent that it relates to items in other comprehensive income or directly in equity where it is then presented. Items of the other comprehensive income presented net of related tax effects in the Statement of Other Comprehensive Income.
Income tax expense
NOK 1\u00a0000 | 2025 | 2024 |
Tax paid / payable | (20\u00a0892) | (14\u00a0913) |
Changes in deferred taxes | (9\u00a0421) | (1\u00a0096) |
Tax expense | (30\u00a0313) | (16\u00a0009) |
Effective tax rate
NOK 1\u00a0000 | 2025 | 2024 |
Ordinary profit before tax | 83\u00a0711 | 49\u00a0457 |
Tax at Zalaris ASA's statutory tax rate of 22% | (18\u00a0416) | (10\u00a0881) |
Effect of different tax rates and impact of changes in rates and legislation | 760 | (653) |
Non tax deductible costs and other permanent differences | (6\u00a0791) | (2\u00a0619) |
Losses not recognised as deferred tax assets | (6\u00a0500) | 54 |
Adjustments in respect of prior years and other adjustments | 634 | (1\u00a0910) |
Tax expense | (30\u00a0313) | (16\u00a0009) |
Effective tax rate | 36.2% | 32.4% |
Tax payable in balance sheet
NOK 1\u00a0000 | 2025 | 2024 |
Calculated tax payable | 8\u00a0004 | 5\u00a0476 |
Total income tax payable | 8\u00a0004 | 5\u00a0476 |
Specification of temporary differences basis for deferred tax
NOK 1\u00a0000 | 2025 | 2024 |
Property, plant, equipment and immaterial assets | 51\u00a0483 | 87\u00a0671 |
Other differences | 5\u00a0642 | (2\u00a0582) |
Tax losses carry forward | (118\u00a0225) | (187\u00a0535) |
Total temporary differences | (61\u00a0100) | (102\u00a0446) |
Deferred tax
NOK 1\u00a0000 | 2025 | 2024 |
Total deferred tax assets | 28\u00a0993 | 45\u00a0409 |
Total deferred tax liability | 15\u00a0769 | 22\u00a0383 |
Net recognised deferred tax/(liability) 22% | 13\u00a0224 | 23\u00a0026 |
Deferred tax assets and liabilities are calculated based on existing temporary differences between the carrying amounts of assets and liabilities in the financial statement and their tax bases, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
The companies included in the consolidated financial statement are subject to income tax in the countries where they are domiciled.
The Group has tax losses, which have arisen in Norway, of NOK 69.9 million as of 31 December 2025 that has no expiration date (NOK 141.1 million).
Further the group has as of year-end an off balance tax loss carried forward of NOK 78.1 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__124-1": { "value": "Note 14\tIncome taxes
Income tax expense for the period comprises current tax expense and deferred tax expense. Tax is recognised in the income statement, except to the extent that it relates to items in other comprehensive income or directly in equity where it is then presented. Items of the other comprehensive income presented net of related tax effects in the Statement of Other Comprehensive Income.
Deferred tax assets and liabilities are calculated based on existing temporary differences between the carrying amounts of assets and liabilities in the financial statement and their tax bases, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
The companies included in the consolidated financial statement are subject to income tax in the countries where they are domiciled.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__126-1": { "value": "Note 14\tIncome taxes
Income tax expense for the period comprises current tax expense and deferred tax expense. Tax is recognised in the income statement, except to the extent that it relates to items in other comprehensive income or directly in equity where it is then presented. Items of the other comprehensive income presented net of related tax effects in the Statement of Other Comprehensive Income.
Deferred tax assets and liabilities are calculated based on existing temporary differences between the carrying amounts of assets and liabilities in the financial statement and their tax bases, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
The companies included in the consolidated financial statement are subject to income tax in the countries where they are domiciled.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__130-1": { "value": "Note 15\tEarnings per share
The calculation of basic earnings per share is based on the net income attributable to the shareholders of the parent company and a weighted average number of shares outstanding during the years ending 31 December 2025 and 31 December 2024 respectively. Shares issued during the periods are included in the calculations of weighted average number of shares from the date the shares issue was approved by the general meeting. Diluted equity instruments outstanding are related to employee share-based payment programs. The calculation is consistent with the calculation of the basic earnings per share, but gives at the same time effect to all dilutive potential ordinary shares that were outstanding during the period, by adjusting the profit/ loss and the weighted average number of shares outstanding for the effects of all dilutive potential shares, i.e.:
\u2022The profit/loss for the period attributable to ordinary shares is adjusted for changes in profit/loss that would result from the conversion of the dilutive potential ordinary shares.
The following table reflects the income and shares data used in the basic and diluted EPS calculations:
NOK 1\u00a0000 | 2025 | 2024 |
Net profit/(loss) attributable to ordinary equity holders of the parent | 53\u00a0814 | 33\u00a0758 |
Weighted average number of shares | 21\u00a0722\u00a0923 | 21\u00a0681\u00a0664 |
Weighted average diluted number of shares | 23\u00a0531\u00a0903 | 24\u00a0055\u00a0812 |
Basic earnings per share (NOK) | 2.48 | 1.56 |
Diluted earnings per share | 2.29 | 1.40 |
The weighted average number of ordinary shares is increased by the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary.
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.
Note 19\tShare capital and shareholder information and dividend
Shares | 2025 | 2024 |
Shares \u2013 nominal value NOK 0.10 | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
Total number of shares | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
The nominal value of the share is NOK 0.10. All the shares in the company have equal voting rights and are entitled to dividend.
The computation of earnings per share is shown in note15.
The major shareholders as of 31 December 2025 are:
Shareholder | Number of shares | % of total |
Norwegian Retail AS | 2\u00a0891\u00a0482 | 13.06% |
Verdipapirfondet Alfred Berg Gamba | 2\u00a0106\u00a0346 | 9.52% |
J.P. Morgan SE | 1\u00a0667\u00a0219 | 7.53% |
Danske Bank A/S | 1\u00a0446\u00a0528 | 6.53% |
Verdipapirfondet DNB Smb | 1\u00a0336\u00a0635 | 6.04% |
Nordnet Bank AB | 790\u00a0286 | 3.57% |
J.P. Morgan SE | 773\u00a0259 | 3.49% |
VPF DNB Norge Selektiv | 574\u00a0858 | 2.60% |
Skandinaviska Enskilda Banken AB | 502\u00a0776 | 2.27% |
Avanza Bank AB | 423\u00a0083 | 1.91% |
\u00d8lja AS | 366\u00a0261 | 1.65% |
DNB Carnegie Investment Bank AB | 342\u00a0195 | 1.55% |
J.P. Morgan SE | 330\u00a0000 | 1.49% |
Caceis Bank | 311\u00a0175 | 1.41% |
DZ Privatbank S.A. | 304\u00a0105 | 1.37% |
Skandinaviska Enskilda Banken AB | 300\u00a0000 | 1.36% |
J.P. Morgan SE | 232\u00a0376 | 1.05% |
A/S Skarv | 225\u00a0000 | 1.02% |
BNP Paribas\u00a0SA Luxembourg | 223\u00a0217 | 1.01% |
BNP Paribas SA Frankfurt | 222\u00a0000 | 1.00% |
Shares owned by the Company | 402\u00a0116 | 1.82% |
Others | 6\u00a0364\u00a0362 | 28.75% |
Total | 22\u00a0135\u00a0279 | 100.00% |
Equity and dividend
For the financial year 2024 there was paid a dividend of NOK 0.90 per outstanding share totalling NOK 19.6 million. The board proposes that no dividend will be paid for 2025.
Assets pledged as security
Shares in subsidiaries Zalaris HR Services Norway AS, Zalaris HR Services Sweden AB, Zalaris HR Services Denmark AS, Zalaris HR Services Finland OY and Zalaris Deutschland GmbH have been pledged as guarantees for the revolving credit facility. (See note 12for full disclosure of pledges.)
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__131": { "value": "Note 15\tEarnings per share
The calculation of basic earnings per share is based on the net income attributable to the shareholders of the parent company and a weighted average number of shares outstanding during the years ending 31 December 2025 and 31 December 2024 respectively. Shares issued during the periods are included in the calculations of weighted average number of shares from the date the shares issue was approved by the general meeting. Diluted equity instruments outstanding are related to employee share-based payment programs. The calculation is consistent with the calculation of the basic earnings per share, but gives at the same time effect to all dilutive potential ordinary shares that were outstanding during the period, by adjusting the profit/ loss and the weighted average number of shares outstanding for the effects of all dilutive potential shares, i.e.:
\u2022The profit/loss for the period attributable to ordinary shares is adjusted for changes in profit/loss that would result from the conversion of the dilutive potential ordinary shares.
The following table reflects the income and shares data used in the basic and diluted EPS calculations:
NOK 1\u00a0000 | 2025 | 2024 |
Net profit/(loss) attributable to ordinary equity holders of the parent | 53\u00a0814 | 33\u00a0758 |
Weighted average number of shares | 21\u00a0722\u00a0923 | 21\u00a0681\u00a0664 |
Weighted average diluted number of shares | 23\u00a0531\u00a0903 | 24\u00a0055\u00a0812 |
Basic earnings per share (NOK) | 2.48 | 1.56 |
Diluted earnings per share | 2.29 | 1.40 |
The weighted average number of ordinary shares is increased by the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary.
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__132": { "value": "Note 15\tEarnings per share
The calculation of basic earnings per share is based on the net income attributable to the shareholders of the parent company and a weighted average number of shares outstanding during the years ending 31 December 2025 and 31 December 2024 respectively. Shares issued during the periods are included in the calculations of weighted average number of shares from the date the shares issue was approved by the general meeting. Diluted equity instruments outstanding are related to employee share-based payment programs. The calculation is consistent with the calculation of the basic earnings per share, but gives at the same time effect to all dilutive potential ordinary shares that were outstanding during the period, by adjusting the profit/ loss and the weighted average number of shares outstanding for the effects of all dilutive potential shares, i.e.:
\u2022The profit/loss for the period attributable to ordinary shares is adjusted for changes in profit/loss that would result from the conversion of the dilutive potential ordinary shares.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__136-1": { "value": "Note 16\tTrade accounts receivable
NOK 1\u00a0000 | 2025 | 2024 |
Gross trade accounts receivable | 292\u00a0697 | 293\u00a0445 |
Provisions for losses | (2\u00a0694) | (1\u00a0583) |
Trade accounts receivable | 290\u00a0003 | 291\u00a0862 |
Losses on trade accounts receivable are classified as other operating expenses in the income statement. See\u00a0note 13for assessment of credit risk.
Movements in the provision for loss are as follows:
NOK 1\u00a0000 | 2025 | 2024 | ||||
Opening balance | (1\u00a0583) | (368) | ||||
Provision of the year | 523 | (1\u00a0308) | ||||
Realised loss this year | (1\u00a0634) | 93 | ||||
Closing balance | (2\u00a0694) | (1\u00a0583) | ||||
Determine the expected credit loss | 0 days past due | 1\u201330 days past due | 31\u201360 days past due | 61\u201390 days past due | ||
More than 90 days past due | Total | |||||
Balances outstanding at reporting date | 252\u00a0100 | 33\u00a0400 | 4\u00a0610 | 680 | 1\u00a0210 | 292\u00a0000 |
Expected credit losses | 0.08% | 0.71% | 0.78% | 0.79% | 0.79% | |
Doubtful debt | 2\u00a0184 | |||||
Expected credit loss allowance | 202 | 237 | 36 | 5 | 2\u00a0194 | 2\u00a0694 |
Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment.
As Zalaris does not have trade receivable with terms longer than one year there are no significant financing component in the accounts receivables as defined by IFRS 15 \u2013 Revenue from Contracts with customers.
The Group had the following trade accounts receivable due, not paid or written off:
NOK 1\u00a0000 | Total | Not due | <30 d | 30\u201360d | 60\u201390d | >90d |
31 December 2025 | 290\u00a0003 | 246\u00a0171 | 36\u00a0352 | 5\u00a0363 | 850 | 1\u00a0267 |
31 December 2024 | 291\u00a0862 | 232\u00a0266 | 53\u00a0605 | 4\u00a0251 | 1\u00a0178 | 563 |
Further, according to IFRS 9, Zalaris recognises a loss allowance based on lifetime ECLs (Expected Credit Loss) after the simplified approach when the asset does not consist of a significant financing component in accordance with IFRS 15. Zalaris uses a provision matrix as a practical approach for measuring expected credit losses for trade receivables. The provision matrix is based on historical default rates within different ranges of overdue receivables for groupings of trade receivables that share similar default patterns. Groupings are made based on segment and product type. The assessment of the correlation between historical, observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group\u2019s historical credit loss experience and forecast of\u00a0economic conditions may also not be representative of the customer\u2019s actual default in the future.
Note 17\tOther current assets
NOK 1\u00a0000 | 2025 | 2024 |
Advances to employees | 332 | 1\u00a0566 |
Prepaid rent | 865 | 756 |
Prepaid hardware | - | 3\u00a0415 |
Prepaid software | 14\u00a0768 | 4\u00a0358 |
Prepaid insurance | 1\u00a0563 | 1\u00a0555 |
Prepaid other expenses | 1\u00a0098 | 1\u00a0299 |
Prepaid maintenance and service | 460 | 621 |
Prepaid travel/entertainment cost | 1\u00a0822 | 683 |
Accrued income | 42\u00a0786 | 34\u00a0227 |
Public duties and taxes | 340 | - |
Deposit accounts | 12\u00a0776 | 10\u00a0170 |
Other receivables | 3\u00a0729 | 6\u00a0922 |
Total other short-term receivables | 80\u00a0539 | 65\u00a0572 |
Note 16\tTrade accounts receivable
NOK 1\u00a0000 | 2025 | 2024 |
Gross trade accounts receivable | 292\u00a0697 | 293\u00a0445 |
Provisions for losses | (2\u00a0694) | (1\u00a0583) |
Trade accounts receivable | 290\u00a0003 | 291\u00a0862 |
Losses on trade accounts receivable are classified as other operating expenses in the income statement. See\u00a0note 13for assessment of credit risk.
Movements in the provision for loss are as follows:
NOK 1\u00a0000 | 2025 | 2024 | ||||
Opening balance | (1\u00a0583) | (368) | ||||
Provision of the year | 523 | (1\u00a0308) | ||||
Realised loss this year | (1\u00a0634) | 93 | ||||
Closing balance | (2\u00a0694) | (1\u00a0583) | ||||
Determine the expected credit loss | 0 days past due | 1\u201330 days past due | 31\u201360 days past due | 61\u201390 days past due | ||
More than 90 days past due | Total | |||||
Balances outstanding at reporting date | 252\u00a0100 | 33\u00a0400 | 4\u00a0610 | 680 | 1\u00a0210 | 292\u00a0000 |
Expected credit losses | 0.08% | 0.71% | 0.78% | 0.79% | 0.79% | |
Doubtful debt | 2\u00a0184 | |||||
Expected credit loss allowance | 202 | 237 | 36 | 5 | 2\u00a0194 | 2\u00a0694 |
Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment.
As Zalaris does not have trade receivable with terms longer than one year there are no significant financing component in the accounts receivables as defined by IFRS 15 \u2013 Revenue from Contracts with customers.
The Group had the following trade accounts receivable due, not paid or written off:
NOK 1\u00a0000 | Total | Not due | <30 d | 30\u201360d | 60\u201390d | >90d |
31 December 2025 | 290\u00a0003 | 246\u00a0171 | 36\u00a0352 | 5\u00a0363 | 850 | 1\u00a0267 |
31 December 2024 | 291\u00a0862 | 232\u00a0266 | 53\u00a0605 | 4\u00a0251 | 1\u00a0178 | 563 |
Further, according to IFRS 9, Zalaris recognises a loss allowance based on lifetime ECLs (Expected Credit Loss) after the simplified approach when the asset does not consist of a significant financing component in accordance with IFRS 15. Zalaris uses a provision matrix as a practical approach for measuring expected credit losses for trade receivables. The provision matrix is based on historical default rates within different ranges of overdue receivables for groupings of trade receivables that share similar default patterns. Groupings are made based on segment and product type. The assessment of the correlation between historical, observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group\u2019s historical credit loss experience and forecast of\u00a0economic conditions may also not be representative of the customer\u2019s actual default in the future.
Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment.
As Zalaris does not have trade receivable with terms longer than one year there are no significant financing component in the accounts receivables as defined by IFRS 15 \u2013 Revenue from Contracts with customers.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__141": { "value": "Note 17\tOther current assets
NOK 1\u00a0000 | 2025 | 2024 |
Advances to employees | 332 | 1\u00a0566 |
Prepaid rent | 865 | 756 |
Prepaid hardware | - | 3\u00a0415 |
Prepaid software | 14\u00a0768 | 4\u00a0358 |
Prepaid insurance | 1\u00a0563 | 1\u00a0555 |
Prepaid other expenses | 1\u00a0098 | 1\u00a0299 |
Prepaid maintenance and service | 460 | 621 |
Prepaid travel/entertainment cost | 1\u00a0822 | 683 |
Accrued income | 42\u00a0786 | 34\u00a0227 |
Public duties and taxes | 340 | - |
Deposit accounts | 12\u00a0776 | 10\u00a0170 |
Other receivables | 3\u00a0729 | 6\u00a0922 |
Total other short-term receivables | 80\u00a0539 | 65\u00a0572 |
Note 17\tOther current assets
NOK 1\u00a0000 | 2025 | 2024 |
Advances to employees | 332 | 1\u00a0566 |
Prepaid rent | 865 | 756 |
Prepaid hardware | - | 3\u00a0415 |
Prepaid software | 14\u00a0768 | 4\u00a0358 |
Prepaid insurance | 1\u00a0563 | 1\u00a0555 |
Prepaid other expenses | 1\u00a0098 | 1\u00a0299 |
Prepaid maintenance and service | 460 | 621 |
Prepaid travel/entertainment cost | 1\u00a0822 | 683 |
Accrued income | 42\u00a0786 | 34\u00a0227 |
Public duties and taxes | 340 | - |
Deposit accounts | 12\u00a0776 | 10\u00a0170 |
Other receivables | 3\u00a0729 | 6\u00a0922 |
Total other short-term receivables | 80\u00a0539 | 65\u00a0572 |
Note 17\tOther current assets
NOK 1\u00a0000 | 2025 | 2024 |
Advances to employees | 332 | 1\u00a0566 |
Prepaid rent | 865 | 756 |
Prepaid hardware | - | 3\u00a0415 |
Prepaid software | 14\u00a0768 | 4\u00a0358 |
Prepaid insurance | 1\u00a0563 | 1\u00a0555 |
Prepaid other expenses | 1\u00a0098 | 1\u00a0299 |
Prepaid maintenance and service | 460 | 621 |
Prepaid travel/entertainment cost | 1\u00a0822 | 683 |
Accrued income | 42\u00a0786 | 34\u00a0227 |
Public duties and taxes | 340 | - |
Deposit accounts | 12\u00a0776 | 10\u00a0170 |
Other receivables | 3\u00a0729 | 6\u00a0922 |
Total other short-term receivables | 80\u00a0539 | 65\u00a0572 |
Note 18\tCash and cash equivalents and short-term deposits
Cash and cash equivalents
NOK 1\u00a0000 | 2025 | 2024 |
Cash in hand and at bank \u2013 unrestricted funds | 196\u00a0497 | 218\u00a0341 |
Employee withheld taxes \u2013 restricted funds | 4\u00a0584 | 3\u00a0410 |
Cash and cash equivalents | 201\u00a0081 | 221\u00a0751 |
Cash and the equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
The Group pays salaries on behalf of a few of its customers. For this purpose, separate deposit accounts are established. These deposits accounts are not recognised in the Group\u2019s balance sheets. The table below provides information about the total balance of these deposit accounts.
Short-term deposits
NOK 1\u00a0000 | 2025 | 2024 |
Customer deposits | 2\u00a0792 | 2 751 |
Note 18\tCash and cash equivalents and short-term deposits
Cash and cash equivalents
NOK 1\u00a0000 | 2025 | 2024 |
Cash in hand and at bank \u2013 unrestricted funds | 196\u00a0497 | 218\u00a0341 |
Employee withheld taxes \u2013 restricted funds | 4\u00a0584 | 3\u00a0410 |
Cash and cash equivalents | 201\u00a0081 | 221\u00a0751 |
Cash and the equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
The Group pays salaries on behalf of a few of its customers. For this purpose, separate deposit accounts are established. These deposits accounts are not recognised in the Group\u2019s balance sheets. The table below provides information about the total balance of these deposit accounts.
Short-term deposits
NOK 1\u00a0000 | 2025 | 2024 |
Customer deposits | 2\u00a0792 | 2 751 |
Cash and cash equivalents
NOK 1\u00a0000 | 2025 | 2024 |
Cash in hand and at bank \u2013 unrestricted funds | 196\u00a0497 | 218\u00a0341 |
Employee withheld taxes \u2013 restricted funds | 4\u00a0584 | 3\u00a0410 |
Cash and cash equivalents | 201\u00a0081 | 221\u00a0751 |
Cash and the equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
The Group pays salaries on behalf of a few of its customers. For this purpose, separate deposit accounts are established. These deposits accounts are not recognised in the Group\u2019s balance sheets. The table below provides information about the total balance of these deposit accounts.
Short-term deposits
NOK 1\u00a0000 | 2025 | 2024 |
Customer deposits | 2\u00a0792 | 2 751 |
Cash and the equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
The Group pays salaries on behalf of a few of its customers. For this purpose, separate deposit accounts are established. These deposits accounts are not recognised in the Group\u2019s balance sheets. The table below provides information about the total balance of these deposit accounts.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__149": { "value": "Cash and the equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__150": { "value": "Note 19\tShare capital and shareholder information and dividend
Shares | 2025 | 2024 |
Shares \u2013 nominal value NOK 0.10 | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
Total number of shares | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
The nominal value of the share is NOK 0.10. All the shares in the company have equal voting rights and are entitled to dividend.
The computation of earnings per share is shown in note15.
The major shareholders as of 31 December 2025 are:
Shareholder | Number of shares | % of total |
Norwegian Retail AS | 2\u00a0891\u00a0482 | 13.06% |
Verdipapirfondet Alfred Berg Gamba | 2\u00a0106\u00a0346 | 9.52% |
J.P. Morgan SE | 1\u00a0667\u00a0219 | 7.53% |
Danske Bank A/S | 1\u00a0446\u00a0528 | 6.53% |
Verdipapirfondet DNB Smb | 1\u00a0336\u00a0635 | 6.04% |
Nordnet Bank AB | 790\u00a0286 | 3.57% |
J.P. Morgan SE | 773\u00a0259 | 3.49% |
VPF DNB Norge Selektiv | 574\u00a0858 | 2.60% |
Skandinaviska Enskilda Banken AB | 502\u00a0776 | 2.27% |
Avanza Bank AB | 423\u00a0083 | 1.91% |
\u00d8lja AS | 366\u00a0261 | 1.65% |
DNB Carnegie Investment Bank AB | 342\u00a0195 | 1.55% |
J.P. Morgan SE | 330\u00a0000 | 1.49% |
Caceis Bank | 311\u00a0175 | 1.41% |
DZ Privatbank S.A. | 304\u00a0105 | 1.37% |
Skandinaviska Enskilda Banken AB | 300\u00a0000 | 1.36% |
J.P. Morgan SE | 232\u00a0376 | 1.05% |
A/S Skarv | 225\u00a0000 | 1.02% |
BNP Paribas\u00a0SA Luxembourg | 223\u00a0217 | 1.01% |
BNP Paribas SA Frankfurt | 222\u00a0000 | 1.00% |
Shares owned by the Company | 402\u00a0116 | 1.82% |
Others | 6\u00a0364\u00a0362 | 28.75% |
Total | 22\u00a0135\u00a0279 | 100.00% |
Equity and dividend
For the financial year 2024 there was paid a dividend of NOK 0.90 per outstanding share totalling NOK 19.6 million. The board proposes that no dividend will be paid for 2025.
Assets pledged as security
Shares in subsidiaries Zalaris HR Services Norway AS, Zalaris HR Services Sweden AB, Zalaris HR Services Denmark AS, Zalaris HR Services Finland OY and Zalaris Deutschland GmbH have been pledged as guarantees for the revolving credit facility. (See note 12for full disclosure of pledges.)
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__151": { "value": "Note 19\tShare capital and shareholder information and dividend
Shares | 2025 | 2024 |
Shares \u2013 nominal value NOK 0.10 | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
Total number of shares | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
The nominal value of the share is NOK 0.10. All the shares in the company have equal voting rights and are entitled to dividend.
The computation of earnings per share is shown in note15.
The major shareholders as of 31 December 2025 are:
Shareholder | Number of shares | % of total |
Norwegian Retail AS | 2\u00a0891\u00a0482 | 13.06% |
Verdipapirfondet Alfred Berg Gamba | 2\u00a0106\u00a0346 | 9.52% |
J.P. Morgan SE | 1\u00a0667\u00a0219 | 7.53% |
Danske Bank A/S | 1\u00a0446\u00a0528 | 6.53% |
Verdipapirfondet DNB Smb | 1\u00a0336\u00a0635 | 6.04% |
Nordnet Bank AB | 790\u00a0286 | 3.57% |
J.P. Morgan SE | 773\u00a0259 | 3.49% |
VPF DNB Norge Selektiv | 574\u00a0858 | 2.60% |
Skandinaviska Enskilda Banken AB | 502\u00a0776 | 2.27% |
Avanza Bank AB | 423\u00a0083 | 1.91% |
\u00d8lja AS | 366\u00a0261 | 1.65% |
DNB Carnegie Investment Bank AB | 342\u00a0195 | 1.55% |
J.P. Morgan SE | 330\u00a0000 | 1.49% |
Caceis Bank | 311\u00a0175 | 1.41% |
DZ Privatbank S.A. | 304\u00a0105 | 1.37% |
Skandinaviska Enskilda Banken AB | 300\u00a0000 | 1.36% |
J.P. Morgan SE | 232\u00a0376 | 1.05% |
A/S Skarv | 225\u00a0000 | 1.02% |
BNP Paribas\u00a0SA Luxembourg | 223\u00a0217 | 1.01% |
BNP Paribas SA Frankfurt | 222\u00a0000 | 1.00% |
Shares owned by the Company | 402\u00a0116 | 1.82% |
Others | 6\u00a0364\u00a0362 | 28.75% |
Total | 22\u00a0135\u00a0279 | 100.00% |
Equity and dividend
For the financial year 2024 there was paid a dividend of NOK 0.90 per outstanding share totalling NOK 19.6 million. The board proposes that no dividend will be paid for 2025.
Assets pledged as security
Shares in subsidiaries Zalaris HR Services Norway AS, Zalaris HR Services Sweden AB, Zalaris HR Services Denmark AS, Zalaris HR Services Finland OY and Zalaris Deutschland GmbH have been pledged as guarantees for the revolving credit facility. (See note 12for full disclosure of pledges.)
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__153": { "value": "Note 19\tShare capital and shareholder information and dividend
Shares | 2025 | 2024 |
Shares \u2013 nominal value NOK 0.10 | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
Total number of shares | 22\u00a0135\u00a0279 | 22\u00a0135\u00a0279 |
The nominal value of the share is NOK 0.10. All the shares in the company have equal voting rights and are entitled to dividend.
The computation of earnings per share is shown in note15.
The major shareholders as of 31 December 2025 are:
Shareholder | Number of shares | % of total |
Norwegian Retail AS | 2\u00a0891\u00a0482 | 13.06% |
Verdipapirfondet Alfred Berg Gamba | 2\u00a0106\u00a0346 | 9.52% |
J.P. Morgan SE | 1\u00a0667\u00a0219 | 7.53% |
Danske Bank A/S | 1\u00a0446\u00a0528 | 6.53% |
Verdipapirfondet DNB Smb | 1\u00a0336\u00a0635 | 6.04% |
Nordnet Bank AB | 790\u00a0286 | 3.57% |
J.P. Morgan SE | 773\u00a0259 | 3.49% |
VPF DNB Norge Selektiv | 574\u00a0858 | 2.60% |
Skandinaviska Enskilda Banken AB | 502\u00a0776 | 2.27% |
Avanza Bank AB | 423\u00a0083 | 1.91% |
\u00d8lja AS | 366\u00a0261 | 1.65% |
DNB Carnegie Investment Bank AB | 342\u00a0195 | 1.55% |
J.P. Morgan SE | 330\u00a0000 | 1.49% |
Caceis Bank | 311\u00a0175 | 1.41% |
DZ Privatbank S.A. | 304\u00a0105 | 1.37% |
Skandinaviska Enskilda Banken AB | 300\u00a0000 | 1.36% |
J.P. Morgan SE | 232\u00a0376 | 1.05% |
A/S Skarv | 225\u00a0000 | 1.02% |
BNP Paribas\u00a0SA Luxembourg | 223\u00a0217 | 1.01% |
BNP Paribas SA Frankfurt | 222\u00a0000 | 1.00% |
Shares owned by the Company | 402\u00a0116 | 1.82% |
Others | 6\u00a0364\u00a0362 | 28.75% |
Total | 22\u00a0135\u00a0279 | 100.00% |
Equity and dividend
For the financial year 2024 there was paid a dividend of NOK 0.90 per outstanding share totalling NOK 19.6 million. The board proposes that no dividend will be paid for 2025.
Assets pledged as security
Shares in subsidiaries Zalaris HR Services Norway AS, Zalaris HR Services Sweden AB, Zalaris HR Services Denmark AS, Zalaris HR Services Finland OY and Zalaris Deutschland GmbH have been pledged as guarantees for the revolving credit facility. (See note 12for full disclosure of pledges.)
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__152": { "value": "Equity and dividend
For the financial year 2024 there was paid a dividend of NOK 0.90 per outstanding share totalling NOK 19.6 million. The board proposes that no dividend will be paid for 2025.
Assets pledged as security
Shares in subsidiaries Zalaris HR Services Norway AS, Zalaris HR Services Sweden AB, Zalaris HR Services Denmark AS, Zalaris HR Services Finland OY and Zalaris Deutschland GmbH have been pledged as guarantees for the revolving credit facility. (See note 12for full disclosure of pledges.)
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__155": { "value": "Note 20\tOther short-term liabilities
NOK 1\u00a0000 | 2025 | 2024 |
Prepayments from customers\u200c 1 | 22\u00a0879 | 24\u00a0554 |
Wages, holiday pay and bonus | 37\u00a0957 | 36\u00a0341 |
Accrued expenses and other current liabilities | 78\u00a0910 | 82\u00a0328 |
Total | 139\u00a0746 | 143\u00a0223 |
1Prepayments from customers both relate to prepayments of fixed service fees for the first month starting outsourcing deliveries, and prepayments related to liabilities for transferred personnel.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__157": { "value": "Note 20\tOther short-term liabilities
NOK 1\u00a0000 | 2025 | 2024 |
Prepayments from customers\u200c 1 | 22\u00a0879 | 24\u00a0554 |
Wages, holiday pay and bonus | 37\u00a0957 | 36\u00a0341 |
Accrued expenses and other current liabilities | 78\u00a0910 | 82\u00a0328 |
Total | 139\u00a0746 | 143\u00a0223 |
1Prepayments from customers both relate to prepayments of fixed service fees for the first month starting outsourcing deliveries, and prepayments related to liabilities for transferred personnel.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__158": { "value": "Note 20\tOther short-term liabilities
NOK 1\u00a0000 | 2025 | 2024 |
Prepayments from customers\u200c 1 | 22\u00a0879 | 24\u00a0554 |
Wages, holiday pay and bonus | 37\u00a0957 | 36\u00a0341 |
Accrued expenses and other current liabilities | 78\u00a0910 | 82\u00a0328 |
Total | 139\u00a0746 | 143\u00a0223 |
1Prepayments from customers both relate to prepayments of fixed service fees for the first month starting outsourcing deliveries, and prepayments related to liabilities for transferred personnel.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__159": { "value": "Note 21\tTransactions with related parties
a) Purchase from related parties
Related Party | Transaction | 2025 | 2024 |
Rayon Design AS\u200c 1 | Management Services | 2\u00a0486 | 1\u00a0369 |
Total | 2\u00a0486 | 1\u00a0369 |
1Hans Petter Mellerud, CEO of Zalaris ASA, owns 40% of the shares in Rayon Design AS.
b) Remuneration to senior group management and the board
Related Party | 2025 | 2024\u200c 1 |
Short-term benefit | 17\u00a0718 | 19\u00a0788 |
Pension benefits | 922 | 867 |
Share-based payment | 11\u00a0179 | - |
Total | 29\u00a0819 | 20\u00a0655 |
12024 figures restated
Further details can be found in the annual remuneration report for 2025 published on www.zalaris.com
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__160": { "value": "b) Remuneration to senior group management and the board
Related Party | 2025 | 2024\u200c 1 |
Short-term benefit | 17\u00a0718 | 19\u00a0788 |
Pension benefits | 922 | 867 |
Share-based payment | 11\u00a0179 | - |
Total | 29\u00a0819 | 20\u00a0655 |
12024 figures restated
Further details can be found in the annual remuneration report for 2025 published on www.zalaris.com
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:549300XBITM62HH7HW18", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s9__6__161": { "value": "Note 22\tOverview of subsidiaries
The following subsidiaries are included in the consolidated accounts:
Company | Country | Ownership/Voting share |
vyble GmbH | Germany | 90% |
Zalaris Australia Pty Ltd | Australia | 100% |
Zalaris \u010cesk\u00e1 Republika s.r.o. | Czechia | 100% |
Zalaris Deutschland GmbH | Germany | 100% |
Zalaris France SAS | France | 100% |
Zalaris HR Services Denmark A/S | Denmark | 100% |
Zalaris HR Services Espa\u00f1a SL | Spain | 100% |
Zalaris HR Services Estonia | Estonia | 100% |
Zalaris HR Services Finland OY | Finland | 100% |
Zalaris HR Services India Pvt Ltd | India | 100% |
Zalaris HR Services Ireland Ltd | Ireland | 100% |
Zalaris HR Services Latvia SIA | Latvia | 100% |
Zalaris HR Services Lithuania UAB | Lithuania | 100% |
Zalaris HR Services Norway AS | Norway | 100% |
Zalaris HR Services Sverige AB | Sweden | 100% |
Zalaris Magyarorsz\u00e1g Kft | Hungary | 100% |
Zalaris Polska Sp Z.o.o | Poland | 100% |
Zalaris Retail Services & Solutions GmbH | Germany | 100% |
Zalaris Singapore Pte Ltd | Singapore | 100% |
Zalaris UK Ltd | UK | 100% |
Note 22\tOverview of subsidiaries
The following subsidiaries are included in the consolidated accounts:
Company | Country | Ownership/Voting share |
vyble GmbH | Germany | 90% |
Zalaris Australia Pty Ltd | Australia | 100% |
Zalaris \u010cesk\u00e1 Republika s.r.o. | Czechia | 100% |
Zalaris Deutschland GmbH | Germany | 100% |
Zalaris France SAS | France | 100% |
Zalaris HR Services Denmark A/S | Denmark | 100% |
Zalaris HR Services Espa\u00f1a SL | Spain | 100% |
Zalaris HR Services Estonia | Estonia | 100% |
Zalaris HR Services Finland OY | Finland | 100% |
Zalaris HR Services India Pvt Ltd | India | 100% |
Zalaris HR Services Ireland Ltd | Ireland | 100% |
Zalaris HR Services Latvia SIA | Latvia | 100% |
Zalaris HR Services Lithuania UAB | Lithuania | 100% |
Zalaris HR Services Norway AS | Norway | 100% |
Zalaris HR Services Sverige AB | Sweden | 100% |
Zalaris Magyarorsz\u00e1g Kft | Hungary | 100% |
Zalaris Polska Sp Z.o.o | Poland | 100% |
Zalaris Retail Services & Solutions GmbH | Germany | 100% |
Zalaris Singapore Pte Ltd | Singapore | 100% |
Zalaris UK Ltd | UK | 100% |
Note 23\tEvents after the balance sheet date
Subsequent to 31 December 2025, on 13 March 2026, the Company announced that the board of directors of Zalaris had reached an agreement with Kona BidCo AS, a newly established acquisition vehicle indirectly owned by Norvestor IX SCSp, on the terms of a recommended voluntary cash tender offer to acquire all share in the Company. Completion of the transaction is subject to final confirmation and acceptance by the shareholders and other customary conditions. If completed, the Company is expected to be delisted from the stock exchange during the first half of 2026.
This event is considered a non adjusting event after the reporting period and has therefore not resulted in adjustments to the amounts recognised in the financial statements as at 31 December 2025. The financial effect of completion cannot be reliably estimated at the date of authorisation of these financial statements. More information may be found on ir.zalaris.com.
The financial statements have been prepared on a going concern basis.
There have been no other events after the balance sheet date which have had a material effect on the issued\u00a0accounts.