Annual report
2024
Annual Report 2024
Contents
About Borgestad
Highlights and key figures
Board of Directors and management in Borgestad ASA
CEO letter
Corporate governance
Board of Directors’ report 2024
Sustainability statement
Borgestad Group: Consolidated financial statements
Borgestad ASA: Financial statements
Appendix
03
04
06
09
10
14
18
40
90
107
02
BORGESTAD ASA
Annual Report 2024
About Borgestad
Borgestad ASA is an investment company based at
Lysaker, Norway. Our portfolio primarily covers two main
business areas: real estate and refractory.
Within these segments, it is the shopping mall Agora Bytom and the refractory production
and installation company Höganäs Borgestad that have the biggest impact on the Group’s
performance. The company’s focus areas are real estate and refractory industry. Real estate
is the largest segment measured by the balance sheet, while refractory industry is the largest
by revenue.
03
BORGESTAD ASA
Höganäs Borgestad
Höganäs equipment in high-temperature
process Borgestad is a manufacturer and
supplier of refractory quality products,
installations, systems, and solutions that
are essential for industrial high-temperature
processes exceeding 1,200°C in various
industries such as steel, cement, and
aluminum. Refractory materials are stones
or masses produced in many different
variants depending on their intended use.
Refractory materials are primarily used to
protect production industries and contribute
to energy savings.
Agora Bytom
Agora Bytom shopping center in Poland is the
largest investment of the Group, accounting
for over half of the balance sheet. The
shopping center has a gross area of 52,000
m2 and a rental area of over 30,000 m2. In
addition, there is a parking garage with 820
parking spaces. Agora Bytom is centrally
located in the Silesian region of Poland and
holds a strong market position in its primary
catchment area. Agora offers spaces to
a wide range of tenants, including large
international chains and important Polish
brands, 8 cinema halls, a fitness center, and a
rich selection of cafes.
Annual Report 2024
Highlights and
key figures
*Review
Alternati ve
performan c e
measures
(APMs)
in
the
appendices
Alternati ve
performan c e
measures
at
page
107-110.
04
BORGESTAD ASA
◆
2024 was a transformational year for Borgestad, marked by continued positive operational
development across the two business segments, refractory and real estate.
◆
Borgestad Group’s profit before tax was MNOK 82.3 for 2024, up from MNOK -37.3 in 2023.
◆
Segment refractory achieved an EBIT margin of 7.5 percent, an improvement from adjusted* EBIT
margin at 3.1 percent in 2023.
◆
Segment real estate increased EBITDA from MNOK 37.1 in 2023 to MNOK 41.3 in 2024, mainly due to
cost cutting.
◆
Net interest-bearing debt reduced from MNOK 307.3 as of 31.12.23 to MNOK 216.8 as per 31.12.24.
◆
In light of the strong results, Borgestad’s Board of Directors will propose to the Annual General Meeting
an ordinary dividend of NOK 0.80 per share for 2024, a total dividend proposal of MNOK 28.
Annual Report 2024
Key
figures
Income statement
Revenue and other income
EBITDA
Depreciation & Impairment of non-current assets
Operating profit (EBIT)
1 169 428
139 069
34 733
104 336
1 141 417
127 478
121
876
5 601
931 726
52 293
123 142
-70 848
946 895
76 625
33 305
43 319
Profit
before
taxes
82 285
-37 283
-124 320
-39 975
Profit/(loss) for the year
61 764
-63 592
-126 109
-23 598
Profit
Return on equity
Return on total capital
11.2
%
7.6 %
-4.9 %
1.0
%
-51.7 %
-10.5 %
-11.6
%
0.9 %
Liquidity
Cash flow
Liquidity ratio
Cash and cash equivalents
Available liquidity at end of period
67 775
191
%
220 462
276 026
61 629
170 %
152 688
186 086
42 722
132 %
91 059
85 501
-13 594
65 %
48 337
103 366
Financial
figures
Equity ratio
Interest-bearing debt
Net interest-bearing debt
55.3 %
437 215
216 753
53.7 %
459 976
307 289
34.6 %
779 816
688 757
23.7 %
899 599
851
262
Key
figures
per
share
Profit per share
Cash per share
Dividend paid per share
Dividend proposed per share
1.29
6.29
0.00
0.80
-0.23
0.45
0.00
0.00
-1.11
0.81
0.00
0.00
-
1.89
3.80
0.00
0.00
Alternative performance measures (APMs) are described in the appendices Alternative performance measures on
page 107-110.
05
BORGESTAD ASA
NOK
1
000
2024 2023 2022 2021
Annual Report 2024
Board of Directors
Glen Ole Rødland
Chair
of
the
Board
Rødland was elected chairman in 2023. Rødland holds an MBA and Postgraduate Studies
in Finance at the Norwegian School of Economics (NHH) and UCLA.
Rødland has 30 years’ experience in shipping, oil and gas service, finance and investment
management. He has extensive experience as an analyst and in corporate finance from
investment banking, private office and private equity. Rødland also has considerable
experience as a board member and chairman of several Norwegian public and private
companies, as well as international companies. As of today, he is chairman of Prosafe
SE, BlueNord ASA and ABL-Group ASA. Rødland has previously been a board member of
Spectrum ASA (merged into TGS ASA) for more than ten years, of which seven years as
chairman. He was also chairman of the board of Seadrill Ltd.
Rødland controls 1,707,759 shares corresponding to 4.87 percent in Borgestad ASA.
Wenche Kjølås
Board
Member
Kjølås was elected board member in 2023. Kjølås holds, among other things, a Master of
Economics and Business Administration from the Norwegian School of Economics (NHH),
and Executive Management Program, Strategic Management and Innovation, INSEAD,
Paris, France.
Kjølås is an experienced chair and board member with wide sector experience across
listed, private, family owned and private equity firms, having served in various leadership
roles throughout her career, including COO, CFO and CEO of the Grieg Group’s holding
company, Grieg Maturitas AS, Kjølås has been CEO in Kavli Norway and CFO in Kavli
Holding, served on the board in Grieg Seafood ASA, Cermaq ASA, PGS ASA, DOF ASA,
and chaired Magseis Fairfield ASA, Keolis Norway and Flytoget AS. Currently on the
Board of DeepOcean Group Holding AS, Alginor ASA, Avarn Security Group Holding AS
and Western Norway University.
Kjølås controls 100,000 shares corresponding to 0.29 percent in Borgestad ASA.
06
BORGESTAD ASA
Annual Report 2024
Jacob Møller
Board
Member
Møller has been a board member since 2009, and was Chairman in the period 2021 -
2023. He has a degree in law from the University of Oslo and a master’s in law from the
University of Cambridge. Møller has a background as a lawyer at BAHR and head of
Schibsted’s M&A department. Møller is currently a Partner and Head of the technology
department at BAHR. He has extensive experience with board work.
Møller owns/controls 1,217,994 shares corresponding to 3.47 percent in Borgestad ASA.
Jan Erik Sivertsen
Board
Member
Sivertsen was elected as a board member in 2022. He is a qualified auditor from the
University of Agder. He is chairman and board member of a number of boards through
active ownership under the Kontrari umbrella. Sivertsen currently works as managing
director of Kontrari AS, a holding company with significant investments in several listed
and unlisted companies. Sivertsen has previously been employed as finance director at
B&G Group and as an authorized auditor at Iversen Revisjon AS.
Sivertsen controls 10,462,736 shares corresponding to 29,84 percent in Borgestad ASA.
Helene Steen
Board
Member
Steen was elected as a board member in 2022. She has a master’s degree in shipping and
finance from Cass Business School in London and a bachelor’s degree from BI Business
School. Over several years, she has held various positions in DNB Bank’s large corporates
division within shipping and offshore and DNB Asset Management. Steen currently works
as principal/CFO in Ses AS, a holding company with significant investments in several
listed and unlisted companies.
Steen represents 5,750,000 shares corresponding to 16,40 percent in Borgestad ASA.
07
BORGESTAD ASA
Annual Report 2024
Management in
Borgestad ASA
Pål Feen Larsen
CEO
Feen Larsen has held the position as CEO since 2019. He was employed in 2013 and from
2015 to 2019 was CFO in the Group. Feen Larsen has a master’s degree in accounting and
auditing at Bl Business School and is a state authorized auditor. He has experience from
auditing and consulting from several listed companies and other international Groups.
Feen Larsen owns 138,241 shares corresponding to 0.39 percent in Borgestad ASA, and
he has in 2025 been granted 42,742 Restricted Share Units.
Bendik Persch Andersen
Head
of
M&A,
Investor
Relations
and
Corporate
Development
Persch Andersen holds a Master of Science in Industrial Economics from NTNU and the
University of Queensland.
He has advisory experience from management consulting and corporate finance firm.
Additionally, he has served as interim CFO and later as interim Director of Strategy at
Elaway, Europe’s largest charge point operator for EV charging in housing associations.
Andersen owns 57,000 shares (0.16%) in Borgestad ASA, and he has in 2025 been
granted 15,289 Restricted Share Units.
08
BORGESTAD ASA
Annual Report 2024
CEO Letter
2024 was a transformational year for Borgestad,
marked by continued positive operational development
across our two business segments. The Borgestad
Group reports a record-high EBIT for FY2024 and a
record-low net interest-bearing debt of MNOK 216.8
as of December 31, 2024, underscoring our robust
financial position. As a result, the board of directors
will propose to the general assembly in May 2025 a
dividend distribution of NOK 0.80 per share.
For Agora Bytom, 2024 has been a year of stabilization,
optimization, and preparation for improved future results
and cash flow. The local management has implemented
cost-cutting measures and signed new leases, the
effects of which will become visible in the financial
figures during 2025 and beyond. Net positive cash flow
from Agora Bytom will be utilized to repay debt, in line
with bank covenants, and further strengthening the
financial position of the group.
Looking ahead, Borgestad remains committed to
delivering high and stable dividends to its shareholders.
These dividends will be based on net operational cash
flow and proceeds from asset or investment sales,
while being carefully balanced with liquidity forecasts,
financial health, and prospects for future investments.
At the end of 2024, Agora Bytom’s occupancy, based on
signed leases and a total lettable area of 33,606 sqm.,
stood at 95.2 percent. In 2025, development efforts will
continue with a focus on further increasing rent levels
and EBITDA.
Borgestad remains focused on executing its strategy for
both Höganäs Borgestad and Agora Bytom, which hold
strong positions as market leaders in their respective
regions. Ongoing efforts are concentrated on driving
profitability and delivering improved results.
Höganäs Borgestad experienced a strong positive
trajectory in 2024, achieving a record-high EBIT margin,
7.5 percent, compared to the adjusted EBIT margin
of 3.1 percent for 2023. Notably, Höganäs Borgestad
reached its announced EBIT margin target for 2025 a
full year ahead of schedule. While this marks significant
progress, it remains substantial potential for further
development and improvement in the medium term.
In summary, Borgestad is experiencing a solid
underlying operational trend, and we expect this
positive momentum to continue.
Pål Feen Larsen
CEO
09
BORGESTAD ASA
Annual Report 2024
Corporate governance
The Norwegian Corporate Governance Board (NUES) issues the
recommendation on corporate governance for companies listed in Norway,
with the latest update on the code of practice 14 October 2021. The
recommendation is based on share, accounting and securities legislations,
as well as the Issuer Rules for Oslo Stock Exchange. Compliance with the
recommendation is based on a “comply or explain” principle.
The Board of Borgestad continuously works with the
company’s corporate governance and has dedicated
board meetings with corporate governance on the
agenda.
The company’s activities are defined in § 3 of the
articles of association, where the company’s purpose
is to carry out investment and management activities,
including participation in other companies, acquisition
of shares and other company shares, as well as
acquisition and operation of real estate, as well as all
associated activities.
1. Statement of corporate governance
The Board ensures that the company has good
corporate governance. Borgestad follows all principles
in the recommendation with the exception of item 6,
independent meeting management of the General
Meeting, and item 7, the General Meeting must establish
guidelines for the Election Committee’s work. This
statement is part of the company’s annual report and
goes further than the Accounting Act in terms of the
information that the company must provide.
3. Company capital and dividend
The Board must ensure that the company has a capital
structure that is adapted to the company’s goals,
strategy and risk profile. Borgestad strives to be
financed with both equity and debt. The equity share
in the parent company was 94.9 per cent as of 31
December 2024. The company’s equity appears in Note
10 in the parent company’s accounts.
2. Business
The company’s activities are defined in § 3 of the
articles of association, where the company’s purpose
is to carry out investment and management activities,
including participation in other companies, acquisition
of shares and other company shares, as well as
acquisition and operation of real estate, as well as all
associated activities.
The Board has implemented guidelines for dividends
which form the basis for proposals put forward to the
General Meeting. It will be proposed to distribute a
dividend of NOK 0.80 per share for the financial year
2024.
10
BORGESTAD ASA
Annual Report 2024
4. Equal treatment of shareholders
The company has no restrictions regarding ownership,
purchase, sale or voting rights. All shareholders have
equal rights in connection with any capital increases,
with the exception of those cases where the board
makes use of the authority to increase the share capital
granted by the general meeting.
The company publishes all share price relevant
information to the market via Oslo Stock Exchange
messaging system and on the company’s website. The
company has guidelines for handling transactions with
related parties and will exercise care in transactions
between the company and shareholders.
Shareholders can cast their vote in writing during a
period before the General Meeting. The Board can
determine more detailed guidelines for such advance
voting. It must be stated in the notice of the general
meeting which guidelines have been laid down.
5. Shares and tradability
The company has no restrictions on the right to own,
trade or vote for shares in the company.
6. General Meeting
The Board makes arrangements for shareholders
to participate in the company’s general meeting. In
accordance with § 6 of the articles of association, the
General Meeting is chaired by the Chairman of the
Board or the person he appoints. The recommendation
on independent meeting management of the General
Meeting is therefore not relevant because it conflicts
with the company’s articles of association.
The shareholders should be able to vote in each
individual matter, including voting for individual
candidates in elections. Shareholders who cannot
be present at the General Meeting are given the
opportunity to cast their vote via a proxy form.
7. Election Committee
The company has its own Election Committee, which
is enshrined in the articles of association in § 8. This
deviates from NUES’s recommendations in that the
General Meeting does not set guidelines or limitations
for the Election Committee’s work.
The Board ensures:
a.
The documents are detailed and precise enough for
the shareholders to take a position on all matters to
be processed.
The registration deadline is set as close to the
meeting as possible.
The Board and Chairman of the Election Committee
can participate in the General Meeting.
The General Meeting elects the committee’s chairman
and member, as well as determines the committee’s
remuneration. Neither the members of the Board nor the
management are part of the Election Committee.
b.
c.
8. The Board, composition and independence
The Board currently consists of five shareholder-elected
board members. The Board is elected for a period of
one year. According to § 5 of the articles of association,
the number of board members can vary between three
and six, in addition up to two deputy members can be
elected. The board chooses its own leader. The Board’s
composition and shareholdings appear in Note 5. It is a
goal that the Board should have a balanced composition
that considers competence, experience and relevant
background for the company’s operations. It is also
desirable that the composition of the Board reflects both
the company’s ownership structure and the need for
neutral, independent representatives without specific
ownership affiliations.
Documents relating to matters to be dealt with at
the General Meeting, including documents which
according to law must be included in or attached to
the notice, do not need to be sent to the shareholders
if the documents are made available on the company’s
website. A shareholder can still demand receipt of
documents that relate to matters for the General
Meeting.
Shareholders who wish to attend the General Meeting
must notify the company of this within a specific
deadline which cannot expire earlier than two days
before the General Meeting is held.
11
BORGESTAD ASA
Annual Report 2024
All board members are independent of the day-to-day
management. Chairman Glen Ole Rødland, through
the company Corona Maritime AS, has a consultancy
agreement with the company for ongoing assistance
and as discussion partner for the CEO. None of the
other board members have business relations with the
company.
deal with. An Audit Committee consisting of three board
members and CEO has been established. It has been
assessed and concluded that the audit committee fulfils
recommendations and legal requirements regarding the
independence of the company. The Board established
in 2024 a compensation committee. The compensation
committee consist of two board members.
9. The Board’s work
The instructions for the Board and the day-to-day
management have a particular emphasis on a clear
internal distribution of responsibilities and tasks, as
well to outline how the Board and the day-to-day
management shall process agreements with related
parties. In 2024, there were no transactions with related
parties, apart from the payment of salaries, consultancy
fees and board fees.
The Board receives ongoing reports that describe
developments in the company, such as rental and
monthly reports for Agora Bytom, as well as accounting
and profit reports with an overview of the short-
term and long-term order backlog for the refractory
segment. In 2024, seven board meetings have been
held in the company, compared to eleven meetings in
2023. Information about the various board members’
attendance at meetings can be found in the minutes
from each board meeting.
The Board evaluates its work and expertise annually.
The Board ensures that the board members and senior
employees make the company aware of any significant
interests they may have in matters that the Board must
12
BORGESTAD ASA
Annual Report 2024
10. Risk management and internal control
The company has incorporated internal control and
appropriate systems for risk management in relation
to the scope and nature of the company’s operations.
The Board regularly reviews the company’s most
important risk areas and internal control. The Company
received a final letter, dated August 29, 2024, from the
Financial Supervisory Authority of Norway related to
weaknesses and mistakes in connection with the 2023
financial reporting for third quarter. As a consequence
of the process and errors the Board has reviewed and
implemented improvements related to internal control
and financial reporting within the Group to decrease the
risk of errors and mistakes for future financial reporting.
Reference is made to the Board of directors’ report and
Note 21 in the consolidated accounts on financial risk
and mention of risk in the annual report.
13. Information and communication
The Board establishes guidelines for the company’s
reporting of financial and other information based on
transparency and considering the requirement for
equal treatment of the participants in the securities
market. The company reports information and financial
figures in accordance with the Oslo Stock Exchange
regulations. Responsibility for Investor Relations and
reporting of regulatory information is assigned to the
managing director, who can delegate this responsibility.
The Board has established guidelines for the company’s
contact with shareholders outside the General Meeting.
14.
Takeover
The Board has a pragmatic attitude in relation to
a possible take-over situation. The Board’s main
responsibility in such a case will be to maximize
shareholder value for all shareholders and at the same
time look after the interests of the employees, and other
stakeholders.
11. Remuneration to the Board
The remuneration to the Board reflects the board’s
responsibility, expertise, time spent and the complexity
of the business. The Board fees and shareholdings
appear in Note 5 in the consolidated accounts.
Performance-based remuneration is not used. The
board members have no option schemes and do
not carry out special tasks for the company unless
otherwise separately agreed. Additional board
remuneration will be approved by the general meeting.
Board members are encouraged to own shares in the
company.
15.
Auditor
The Board ensures that each year the auditor presents
the main features for carrying out the audit work,
reviews any significant changes in the company’s
accounting principles, key aspects of the audit,
assessment of significant accounting estimates and all
significant matters where there has been disagreement
between the auditor and the administration. Deloitte
AS, through partner and auditor Hilde Knudsen,
receives a copy of all board documents. The auditor’s
remuneration divided between audit and other services
is explained as a separate item at the general meeting
and in Note 5 in the consolidated accounts. The Board
and the Audit Committee have several meetings with the
auditor throughout the year. In the meetings between
the Board and/or the Audit Committee and the auditor,
the company’s internal control is discussed, as well as
other significant accounting items.
12. Salary and other remuneration to leading
persons
The Board prepares guidelines for remuneration to
senior staff in accordance with the law. The Board’s
statement on executive pay is a separate document for
the General Meeting and is available on the company’s
website. The board determines the CEO’s salary in a
board meeting. Historically, salary development has
been based on the general salary development in
Norway and the company’s development. The CEO has
no option schemes but can receive a bonus. In the case
of bonus schemes, there must be a clear connection
between the criteria for the performance-based
remuneration and the company’s goals and strategies.
In principle, the bonus is limited to a maximum of 80
percent of yearly basic salary. Reference is made to
Note 5 in the consolidated accounts.
13
BORGESTAD ASA
Annual Report 2024
Board of Directors’
report 2024
Borgestad ASA is an investment company headquartered at Lysaker,
Norway, with a focused portfolio in two core sectors: real estate and
refractory solutions.
Real estate
Agora Bytom shopping center in Poland is the Group’s
largest investment, accounting for more than half of
its total asset values. The center features a gross area
of 52,000 sqm, with more than 30,000 sqm dedicated
to rental space. It also includes a parking garage with
820 spaces, conveniently connected to the main
facility. Centrally located in the Silesian region, Agora
Bytom holds a strong market position within its primary
catchment area. The center hosts a diverse range
of tenants, including major international chains and
prominent Polish rands, along with eight cinema halls, a
fitness center, and an extensive selection of cafés.
The Group’s key assets are the Agora Bytom shopping
mall and the refractory production and installation
company Höganäs Borgestad, both of which play a
crucial role in the group’s overall performance. Real
estate represents the largest segment by asset value,
while the refractory industry drives the highest revenue.
Refractory
Höganäs Borgestad manufactures and supplies high-
quality refractory products, systems, and installation
services, essential for industrial processes exceeding
1,200°C in industries such as steel, cement, and
aluminium. Refractory materials, available in various
forms depending on their application, are designed to
withstand extreme temperatures and protect industrial
equipment. They play a critical role in safeguarding
production processes and contribute significantly to
energy efficiency.
14
BORGESTAD ASA
Annual Report 2024
Key figures, Borgestad ASA
The Group prepares its accounts in accordance with the
International Financial Reporting Standard (IFRS) which
is implemented by the EU, the Accounting Act and other
applicable regulations which are described in more
detail in the notes to the accounts.
For the refractory segment, improved underlying
operations are the reason for the improvement. The
refractory segment has increased revenue with 1.4
percent while adjusted EBITDA are improved with
MNOK 50.6 in 2024 compared to 2023. The refractory
segment achieved an EBIT margin of 7.5 percent,
compared to an adjusted EBIT margin for 2023 at 3.1
percent. The material improvement is primarily driven
by stronger operational performance in installation
projects in Sweden and Finland, increased sales in
the Norwegian market, and the announced exit from
greenfield projects related to cremation.
Financial highlights
Profit
and
loss
statement
2024 was a transformational year for Borgestad Group
with material operational development in the refractory
segment, Höganäs Borgestad group, and further
improvements for Agora Bytom. Borgestad has shown
positive developments in revenue and EBITDA in 2024.
Both the real estate and refractory segments increased
their revenue and improved EBITDA compared to 2023.
For the real estate segment an increase of 10.8
percent in revenue was achieved from 2023 to 2024.
Agora Bytom has focused on cost cutting to improve
profitability and as a result EBITDA increased from
MNOK 37.1 in 2023 to MNOK 41.3 in 2024.
Borgestad had a total revenue and other income in
2024 of MNOK 1,169.4, up from MNOK 1,141.4 in 2023.
The Group achieved an EBITDA of MNOK 139.1 in 2024
compared to an EBITDA of MNOK 127.5 and an adjusted
EBITDA of MNOK 81.1 in 2023. Result before tax for
2024 was positive with MNOK 82.3, compared to a loss
of MNOK 37.3 in 2023. The group had a write -down of
MNOK 90.1 in 2023, which relates to the property value
of the Agora Bytom shopping centre. During the financial
year of 2024, Management has not identified indicators
of impairment for Agora Bytom.
Balance
sheet
and
financial
risk
At the end of 2024, Borgestad Group had a sustainable
balance sheet both in terms of debt level and liquidity
reserve.
At the balance sheet date, the available liquidity was
MNOK 220.5 and interest-bearing debt of MNOK
437.2. The net interest-bearing debt was MNOK 216.8,
compared to MNOK 307.3 as per 31. December 2023.
15
BORGESTAD ASA
NOK
1
000
2024 2023
Operating income
1
169 1
141
EBITDA 139 127
Depreciation & Impairment of non-current assets 35 126
Operating profit (EBIT) 104 1
Profit before tax 82 -37
NOK
1
000
31.12. 202 4
31.12.2023
Cash 220 153
Available liquidity at end of period 276 186
IBD 437 460
NIBD 217 307
NIBD/EBITDA 1,6 2,4
Equity ratio 55 % 54 %
Annual Report 2024
The company has classified the production buildings
and land placed in Bjuv municipality and the connected
mortgage loan, as held for sale on 31. December 2024.
The book value of assets held for sale was MNOK
13.9, and the related mortgage debt was MNOK 44.2.
The reason for the re-classification is that Höganäs
Bjuf Fastighets AB, an indirect subsidiary of Borgestad
ASA, on 27. October 2023 entered into a conditional
agreement with Bjuv municipality in Sweden for a sale
and leaseback transaction for two properties in Sweden
where the production plant and other production
facilities for refractory products are located.
It is currently unknown when and if the appeal will be
processed by the Court of Appeal, and it cannot be
ruled out when a decision will be reached. If the Court
of Appeal rules in favour of the claimant, the transaction
cannot be completed.
Conditional of completion of the sale leaseback
transaction is an additional reduction of the interest-
bearing debt, with MNOK 44.0.
Several factors can have an unfavourable impact on
Borgestad’s operations and future value development.
These factors include financial risk, including interest
rate, currency and credit risk, risk related to operations,
market risk, environmental and legal risk, as well as risk
related to the individual projects in which the Group
has investments. The Group’s biggest financial risk is
linked to Agora Bytom where the Group has a net equity
investment that is exposed to value fluctuations in the
Polish property market. In recent years, Agora Bytom
has reduced its debt significantly and currently has the
lowest debt in the centre’s history, which reduces the
Group’s overall risk.
Borgestad will sell the two properties, including the
production facilities, to Bjuv municipality and then lease
the production facilities needed. The company will after
the completion of the transaction still be the owner of all
machinery and equipment used in the production.
The two properties are in the transaction valued at
MSEK 145 and the purchase price will be approximately
MSEK 141.2 after adjustment for stamp duty. The
purchase price shall be settled with cash in three
instalments; 60 percent will be payable upon completion
of the transaction, 20 percent will be payable 12 months
after completion, and the remaining 20 percent will be
payable 24 months after completion.
Liquidity risk is the risk that the Group will not be able to
service its financial obligations as they fall due. Höganäs
Borgestad group had mortgage debt of MNOK 53.0
as of December 31, 2024, of which MNOK 44.0 falls
due end of June 2025 towards Nordea Bank ASA. The
Board of directors review the refinancing risk as low and
management has agreed with Nordea that discussion
related to refinancing will be completed during first half
of 2025. The board and Group management have the
understanding that the Group’s liquidity is strong and
that the Group is in a good position to service the debt
within the Group as it falls due.
The transaction was approved by the Municipal
Council of Bjuv 11 December 2023, but a complaint
regarding the approval from Bjuv municipality has
been received prior to the expiration of the appeal
period. The complaint relates to the purchase price in
the transaction and that this, in the claimant’s opinion,
significantly exceeds the market value of the two
properties. The Administrative Court in Malmö (the
“Administrative Court”) has processed the complaint.
According to the Administrative Court, Bjuv municipality
has not provided sufficient documentation regarding
the valuation of the two properties. As a result, the
Administrative Court has decided to revoke Bjuv
municipality’s approval of the Transaction.
In the board of directors and managements view the
company has per December 31, 2024 a sustainable
balance sheet and cash position and is fully financed.
Borgestad ASA has entered into a liability insurance for
the board and management with a liability limit of MNOK
25. The insurance covers the board’s legal personal
liability for financial damage caused by the performance
of their duties and associated expenses with a court
case or similar. The coverage also includes boards and
management in subsidiaries of Borgestad ASA (with an
ownership stake of over 50 per cent) and employees who
represent Borgestad ASA at external boards of directors.
Bjuv municipality has in March 2025 appealed the
Administrative Court’s ruling.
The approval of the transaction by Bjuv municipality
will only become binding once the complaint has been
finally resolved in the claimant’s disfavour, and the
completion of the transaction is conditional upon such
binding approval.
16
BORGESTAD ASA
Annual Report 2024
Cash
flow,
investments,
and
liquidity
The company’s cash flow from operating activities was
MNOK 149.3, compared to MNOK 166.9 in 2023.
The company’s equity as of December 31, 2024, was
MNOK 687.6 compared to MNOK 676.7 in 2023.
As of December 31, 2024, Borgestad ASA boasts a
sustainable balance sheet, a strong cash position, and
is fully financed. Due to the strong overall position for
Borgestad ASA, the Board of Directors will propose to
the Annual General Meeting that a dividend of NOK
0.80 per share is distributed for 2024. Conditional of
approval by the Annual General Meeting dividend will be
distributed as repayment of paid-in capital.
Cash flow from investing activities was negative MNOK
19.3, compared to negative MNOK 36.6 in 2023, and
cash flow from financial activities was negative with
MNOK 62.2, compared to MNOK 68.7 in 2023. As a
result, the cash flow for 2024 was positive at MNOK
67.8, compared to MNOK 61.6 in the previous year.
The available liquidity as of December 31, 2024 was
MNOK 276.0, up from MNOK 186.1 in 2023. As of
December 31, 2024, the Group boasts a sustainable
balance sheet, a strong cash position, and is fully
financed.
The profit of NOK 52,572,000 will be allocated as
follows:
Proposed dividend
Transfer to other equity
NOK 28,050,000
NOK 11,194,000
◆
◆
The company’s R&D activity takes place under the
auspices of Höganäs Borgestad AB and ended at MNOK
7.0 and MNOK 6.6 in 2024 and 2023 respectively.
Outlook
The Board of Directors expects the Group to deliver
improved results and cash flow going forward, with
continued positive margin development for both the
refractory and property segment.
Conditions
for
going
concern
In accordance with § 2–2 (8) of the Norwegian
Accounting Act, the annual report, the consolidated
financial statements and the financial statements of the
parent company have been prepared based on the going
concern assumption. The Company confirms that it is
appropriate to make that assumption. The Board refers to
the mention of financial risk in the annual report.
The Board of Directors has as everyone else recognized
the uncertainty in the global world, with several ongoing
wars and potential trade wars between countries
and regions. For Borgestad the direct consequence
of potential trade wars are considered minor, but
the indirect consequence can be that especially the
customers of Höganäs Borgestad Group will have
difficulties of selling their products due to lower
consumption and higher cost for raw materials. This
effect can lead to lower demand for refractory products,
service and installation. The Board of Directors and
management are analyzing the changes from time to
time and will implement necessary measures if needed.
Borgestad ASA, the parent company’s,
accounts and disposition of the annual profit
The parent company Borgestad ASA had a positive
result after tax costs of MNOK 39.2 in 2024 compared
to a negative result of MNOK 106.4 in 2023. The positive
result for Borgestad ASA is mainly due a received Group
contributions from Borgestad Properties AS of MNOK
30.0, sale of Gunnar Knudsens veg 144 with a gain of
MNOK 5.5 and sale of shares in Höganäs Borgestad
Holding AB to the Group company Borgestad Industries
AB with a gain of MNOK 4.1, in addition to decrease of
interest expenses and increase in interest income.
The Board of Directors want to thank and show our
gratitude to all employees, customers and stakeholders
contributing to the company’s improving performance
and results.
The material change in profit before tax for Borgestad
ASA from 2023 to 2024 is due to the write down of
the property value in Agora Bytom in 2023 due to high
increased interest rates. The write down impacted the
equity in Borgestad Properties AS and resulted in a write
down of the value in shares in Borgestad Properties AS
in 2023.
17
BORGESTAD ASA
Annual Report 2024
Sustainability
statement
Basis for preparation
Borgestad’s sustainability statement for 2024 has been
prepared according to the basic and comprehensive
modules of EFRAG’s voluntary reporting standard for
non-listed SMEs (VSME) and the Norwegian Accounting
Act. At the time of writing, it is unclear whether
Borgestad will fall within the scope of CSRD. While the
Company was originally set to be required to report
under CSRD for the financial year 2025, the European
Commission has now submitted proposals which, if
approved, would delay or remove Borgestad’s obligation
to comply with CSRD. Borgestad is nonetheless
committed to high-quality sustainability reporting and
has therefore chosen to follow VSME in this report.
Borgestad considers sustainability an integrated part
of its strategy to achieve long-term profit and market
positioning. The Company aims to reduce sustainability-
related risks and pursue opportunities through the
reduction of its carbon footprint, increased resource
efficiency, production of more environmentally friendly
products, effective stakeholder dialogue and increased
knowledge about its impacts.
The sustainability statement presents information
regarding Borgestad’s overall sustainability governance
as well as each material topic across the environmental,
social and governance dimensions, including key
performance indicators.
18
BORGESTAD ASA
Annual Report 2024
Borgestad has conducted sustainability work exceeding
the requirements in VSME, such as a double materiality
assessment and a climate risk assessment, as well
as an ongoing nature risk assessment. This report
therefore incorporates these assessments as deemed
appropriate. Notably, the VSME disclosure requirements
relating to water and remuneration have been omitted as
these topics were found not to be material in the double
materiality assessment. Certain parts of this report have
been expanded beyond the scope of VSME where this
has been deemed relevant. In such cases, the reporting
is inspired by relevant disclosure requirements in the
European Sustainability Reporting Standards (ESRS).
In particular, this is the case for governance, strategy
and the materiality assessment in ESRS 2 and the topics
climate change, resource use and circular economy,
own workforce and workers in the value chain. This
report applies the time horizons defined in ESRS, where
short-term refers to the reporting period, medium -term
refers to between one and five years and long-term
refers to more than five years.
board have undertaken the Norwegian Institute of Public
Accountants’ Academy for Sustainability Reporting.
Several board members also serve in boards of listed
companies, providing them with general experience
on handling sustainability matters from a board
perspective.
Audit committee
The Board has established an Audit Committee
which monitors and evaluates more specific
sustainability-related matters and plans on behalf of,
and as preparation for, the Board meetings. The Audit
Committee consists of three of the members of the
Board of Directors, including two women.
The Audit committees play a crucial role in promoting
good corporate governance, through their involvement
in risk assessments, internal control, corporate
reporting and the audit process. The audit committee
reviews significant financial reporting issues and
judgements made in connection with the preparation
of the company’s financial statements, interim reports,
preliminary announcements and related formal
statements, including sustainability reporting.
The sustainability report has been prepared on the
same consolidated basis as the financial statements.
The list of all entities included in the reporting is
available in the appendix.
Remuneration committee
The Board has established a Remuneration Committee
which is responsible for salaries and other forms
of compensation for the company‘s executives,
including the CEO and the senior management team.
The Remuneration Committee consists of two of the
members of the Board of Directors.
Disclosures required by the Norwegian Transparency
Act 2021 will be published on Borgestad’s web page by
end of June 2025.
Governance
The board
The Board of Directors is the overall management and
supervisory body in Borgestad. Key responsibilities
include ensuring long-term sustainable growth, risk
management and internal controls, developing and
implementing the Company’s strategy, monitoring
results, and protecting and strengthening the Borgestad
brand. The board has the ultimate responsibility for
sustainability-related reporting in accordance with
current legislation, and handles sustainability-related
impacts, risks and opportunities in strategy, business,
and risk management.
Management group
The management group is responsible for managing
the Company’s day-to-day operations and implement
business plans in the overall strategy developed by
the board. The group manages matters affecting the
Company such as monitoring operating and financial
results, budgets, new business proposals, marketing,
technology development recruitment and retention
of employees, salary and remuneration, prioritisation
and allocation of resources, and investment and
management of the Company’s risk profile. The
management group is also responsible for implementing
decisions made by the board. The management group
consists of 9 members, two of which are women.
The Board of Directors consists of five members, three
men and two women. The board’s skills and expertise
to oversee sustainability matters is developed through
coursing and experience. Two of the members of the
The CEO of Borgestad ASA leads the management
group and is the highest responsible for sustainability-
related matters under the Board of Directors.
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BORGESTAD ASA
Annual Report 2024
Strategy: Business Model and Sustainability
Borgestad is an investment Company that operates in
the real estate and the industrial sector. Key operations
include the Agora Bytom shopping centre in Poland,
serving a broad consumer base, and Höganäs
Borgestad, offering refractory products and services
critical for high-temperature industrial processes across
the Nordic countries.
The value chain includes mining and extraction of raw
materials such as bauxite, andalusite and chamotte,
manufacturing of refractory traded goods, road and sea
transportation, support functions such as maintenance,
cleaning and IT, refractory production, installations and
repairs, real estate activities and waste management.
Borgestad is a small player in the refractory industry
globally and does not own or operate any of the mining
and quarrying sites where raw materials are sourced.
However, Borgestad acknowledges that many of the
impacts and risks for the Company are related to its
upstream refractory value chain.
The Company strategy is to deliver effective high-
temperature solutions that enhance customer
productivity and competitiveness in key industries
in the Nordics and position itself with high quality
products that plays an important part in reducing end
users’ energy consumption, while strengthening market
presence, enhancing profitability, and optimising
operational efficiency.
Value chain
Upstream
Own operation Borgestad Group
Downstream
Raw material
extraction
Road
transportation
Production of
refractory products
Refractory
installation
Manufacture of
refractory products
Waste
Sale of refractory
products
Research and
development
Sea and road transport
Real estate
activities
Support activities
20
BORGESTAD ASA
Annual Report 2024
Interests and views of stake-
holders
The objective of Borgestad’s stakeholder dialogue is to
map the direct and indirect impact the Company has
on the stakeholder group or other sustainability-related
areas that the stakeholders have particular knowledge
about, whether it be climate, nature, customers or
suppliers. Borgestad also wants to map the risks and
opportunities internal and external stakeholders believe
are material for Borgestad to manage.
Impact, risk and opportunity
management
During 2024 and the beginning of 2025, Borgestad
conducted a double materiality assessment following
EFRAG’s guidelines to identify impacts, risks and
opportunities (IROs). To operationalise the work to map
material IROs for the Company, Borgestad has used the
following four-step process:
1.
Understand
To understand, a mapping of Borgestad’s activities,
operations and business context was conducted. This
entailed a value chain description and identification
of stakeholders. The insights from this first step
defined the scope of the analysis. Through these initial
mappings, Borgestad got an increased understanding
of its activities and operations that are important to
assess regarding actual or potential impacts on climate,
environment, social or governance related topics.
Borgestad’s stakeholder groups are employees,
customers, suppliers, workers in the value chain, local
communities, nature, loan providers, investors, and the
board. The Company engages with its stakeholders
through several different channels such as worker
representatives, employee satisfaction surveys, supplier
due diligence assessments, project collaborations, and
meetings.
2. Identify
To identify, Borgestad mapped concrete IROs related to
climate and environment, social and governance topics.
The goal of this step was to reach a long-list of IROs
which indicate how these originate from Borgestad’s
own operations and business relationships.
In 2023 and 2024, Borgestad conducted a series of
interviews with key stakeholders. Proxy stakeholder
reports were reviewed to gain insight into the views
and conditions of local communities, workers in the
value chain, and nature as Borgestad did not engage
with these groups directly. The insights gained from
stakeholder engagement provided input for the double
materiality assessment.
21
BORGESTAD ASA
Annual Report 2024
4. Validate
The fourth and final step entailed validating the results
from the DMA. This included a final decision on
threshold values concluding that IROs with a materiality
score of 3.2 or above would be considered material. The
final list of material IROs was approved by Borgestad’s
board.
Borgestad engaged stakeholders and performed
internal and external interviews. 13 stakeholders
where interviewed, of which eleven internal spanning
the board, management, procurement and own
employees. Additionally, one client and one bank, with
which Borgestad has a professional relationship, were
interviewed. The interviews were structured around
questions regarding the stakeholders’ perception of how
Borgestad creates ESG-related positive and negative
impacts, risks and opportunities through its products
and services. The interviews were adjusted according to
each stakeholder, and they provided perspectives from
directly affected parties such as own employees.
Borgestad has followed the four-step process as
described above in its DMA across all sustainability
topics. Additionally, a climate risk analysis has been
conducted through two climate scenarios, and a
nature risk analysis process has been initiated. Annual
revisions of the DMA are planned to ensure it stays up
to date with the Company’s current context, and the
IROs will inform Company strategy and ambitions.
In addition to stakeholder dialogue, Borgestad has
examined internal policies and reports, as well as
conducted media searches and benchmarking
exercises.
3. Assess
The third step of the DMA entailed assessing the
materiality of the identified IROs through a scoring
system. The goal of this step was to prioritise IROs and
conclude on a shortlist illustrating Borgestad’s most
material IROs across climate and environment, social
and governance topics. This work followed the EFRAG
recommendations and assessed impact materiality
through severity and likelihood, and financial materiality
through magnitude of financial effects and likelihood.
Borgestad considered a five-point scale to assess each
relevant parameter for each IRO. Specific assessments
of potentially negative impacts on human rights
have been conducted to ensure that severity takes
precedence over likelihood in such cases.
In the process of prioritising material IROs, multiple
workshops with the project group have been conducted
to secure commitment to assessments and adjust
quantitative scoring where necessary. After the
workshops, an overall qualitative assessment of the
preliminary shortlist was conducted to ensure that the
list gave a reasonable image of Borgestad’s business.
22
BORGESTAD ASA
Annual Report 2024
Environmental information
Climate Change
Reducing GHG emissions in own operations and in the
value chain is a central aspect of Borgestad’s strategy
and is why the Company continuously seeks energy
efficient solutions and explores new and innovative
ways of producing refractory products. However, as
the results of the double materiality assessment shows,
Borgestad has material impacts on climate change as a
result of its direct and indirect operations.
years of a global pandemic, the war in Ukraine, and an
ongoing trade war, Borgestad see a world where global
cooperation is threatened. This makes the scenario
of Regional rivalry (SSP3-7.0) more and more relevant
and Borgestad therefore decided on this as the high
emission scenario.
To identify potential climate-related physical and
transition risks and opportunities, a benchmark and
desktop research was conducted, guided by the Task
Force on Climate-Related Financial Disclosures’ (TCFD)
framework. Further, Borgestad used the system solution
Climcycle to screen physical climate risks over the
short-, medium- and long-term time horizons for assets
and business activities. Climcycle used the data sources
proposed in the EU Taxonomy regulations to assess
site-specific physical climate risks.
To further investigate the risks and opportunities related
to physical climate change and societal transition,
Borgestad has conducted a climate risk assessment.
The assessment included Borgestad’s own operations,
and upstream and downstream value chain. Important
locations in the value chain are related to Borgestad’s
own locations, important transportation routes and raw
material sourcing sites. As Borgestad and the suppliers
the Company purchases traded refractory goods from
are reliant on a few raw material suppliers that dominate
the global market, looking into the upstream value chain
for raw material production was particularly important.
When the long-list of climate-related risks and
opportunities was finalised, workshops were conducted
to get detailed understanding of the consequences of
the risks and opportunities to Borgestad, and to assess
their likelihood and overall expected financial magnitude
in a short-, medium- and long-term time horizon. The
likelihood was scored as low, medium or high and the
financial magnitude was scored as low (1-3% EBITDA),
medium (3-6% EBITDA) or high (more than 6% EBITDA).
Before identifying potential physical and transition
risks and opportunities, two scenarios were developed.
Borgestad decided on the two scenarios from IPCC
AR6. SSP1-2.6 Sustainable development was used as
the low emission scenario and SSP3-7.0 Regional rivalry
as the high emission scenario. The world is already
at almost 1.5°C compared to pre-industrial levels.
Remaining below 1.5°C warming is becoming more and
more unrealistic, and therefore using the Sustainable
development (SSP1-2.6) scenario as a low emissions
scenario is most realistic to Borgestad. After several
The results of the climate risk assessment show
that Borgestad is vulnerable to both physical climate
changes and transition risks in its upstream value chain
and own operations, and that there are opportunities
related to energy sources.
Impact
Description
Value
chain
location
Time horizon
Actual negative
impact
Direct emissions from natural gas combustion, heating,
and vehicles and machinery in production.
Own operations
Short, medium and long
Indirect emissions from electricity and district heating.
Own operations
Short, medium and long
Indirect emissions from mining, transportation and
production of refractory traded goods.
Upstream
Short, medium and long
Non-renewable energy consumption from natural gas in
Bjuv.
Upstream and own
operations
Short, medium and long
Potential positive
impact
By supplying high-quality refractory products, Borgestad
can help improve customers' energy efficiency.
Downstream
Short, medium and long
23
BORGESTAD ASA
Annual Report 2024
Risk or opportunity
Description
Value
chain
location
Time horizon
Physical risk
Heat stress can lead to water shortage and adverse
working conditions causing delays in extraction of raw
materials, potentially increasing raw material prices.
Upstream
Medium and long
Heavy rain can cause production disruptions at mining
sites potentially increasing raw material prices, and cause
production disruptions and/or damages to assets in the
Bjuv factory.
Upstream and own
operations
Medium and long
Low water levels in critical areas of transportation routes
can increase transportation costs and lead times.
Upstream
Long
Transition risk
Carbon pricing mechanisms such as EU ETS and CBAM
can increase operational costs and cost of purchased
goods and services.
Upstream and own
operations
Medium and long
Increased demand for critical raw materials due to the
clean energy transition can increase prices.
Upstream
Long
Opportunity
Installation of solar panels at Agora Bytom can make the
mall energy self-sufficient
Own operations
Long
Policies related to climate change mitigation
and adaptation
Borgestad’s Ethical Code of Conduct and Transparency
Act for Sustainable Business Practices statement both
address climate change indirectly through a general
commitment to protect the environment and reduce
negative impacts. Höganäs Borgestad’s environmental
policy further states that the Company continuously
works with increasing resource efficiency and improving
energy efficiency.
climate impacts. Additionally, Borgestad is considering
measures to mitigate risks which were identified
through the climate risk assessment.
Energy
management
plan
in
Bjuv
Höganäs Borgestad has developed an energy
management plan intended to identify actions to increase
energy efficiency at its refractory plant in Bjuv over
the period from 2023 to 2026. Through the energy
management plan, Höganäs Borgestad has switched
to a new compressor, updated the service vehicle
policy to allow for use of electric and hybrid vehicles,
updating purchasing routines to include environmental
requirements and updated shutdown routines for press
and crush. Additionally, Borgestad has commenced a
switch to LED lighting which will continue gradually as
old lighting is phased out. Borgestad also participates in a
local energy network for businesses in Skåne, Sweden.
The Transparency Act statement states that negative
environmental impacts shall be reduced in Borgestad’s
own operations and throughout the value chain, and
actions shall be implemented to minimise emissions
of greenhouse gases. National and international
environmental laws and regulations shall be complied
with, and relevant emission permits shall be obtained.
ISO9001, ISO14001 and ISO45001 certifications form
the basis of Höganäs Borgestad’s quality, environmental
and health & safety management respectively. The
Norwegian part of the Company in Skien is also certified
as an Eco-Lighthouse.
Risk
mitigation
As the climate risk assessment indicated, Borgestad is
exposed to both physical and transitional climate risks.
The Company will mitigate such risks through already
planned actions such as building a new energy efficient
factory in Sweden and increasing the rate of recycled
raw materials in refractory products. Borgestad will
further explore other risk mitigating measures such
as diversifying the supplier base, increasing storage
for slower moving products, switching to alternative
materials in refractory products, and establish access
to credible embedded emissions data for Borgestad’s
CBAM goods. The cement Borgestad purchases is
covered by CBAM, with potentially more goods being
subject to CBAM in coming years. It is therefore crucial
that the Company collects credible emissions data.
Practices related to climate change mitigation
and adaptation
Borgestad does not have a transition plan for climate
change mitigation, however, the Company has and
will continue to implement several actions to reduce
impacts, mitigate risks and seize opportunities. This
primarily relates to Borgestad’s own operations, with
a focus on energy management at the refractory plant
in Bjuv in the short-term and the construction of a new
and more advanced plant in the medium -term. These
efforts will contribute to reducing Borgestad’s negative
24
BORGESTAD ASA
Annual Report 2024
Targets related to climate mitigation and adaptation
Borgestad has not yet implemented an overarching
scienced-based emission reduction target and is not
excluded from any EU reference benchmarks that are
aligned with the Paris Agreement. However, Höganäs
Borgestad has developed a set of targets related
to its energy management plan. These targets are
summarised in the table above.
Target
Target year
Indicator
75% of purchased freight transport to customers must
be environmentally classified (EURO 5,6)
2025
Share of purchased freight transport to customers (%)
50% of purchased freight transport from suppliers
must be environmentally classified (EURO 5,6)
2025
Share of purchased freight transport from suppliers (%)
Höganäs Borgestad must create the conditions for
interested employees to participate and contribute to
the work of reducing energy use per ton of material
produced each year compared to the previous year.
2023-2026
1.
Share of personnel in Bjuv who have undergone
internal energy efficiency training (%)
2.
Share of personnel in Bjuv who have undergone
internal energy efficiency training (%)
Greenhouse gas emissions
For the 2024 climate account, Borgestad has used
the SaaS platform Morescope to calculate emissions.
The input data was a combination of primary data in
the form of activity data and transaction data retrieved
through group accounting systems. The tool enables
the calculation of transaction-based emissions using
an environmentally-extended multi-regional input-
output model (EE-MRIO) which estimates emissions
resulting from the production and upstream supply chain
activities of different sectors and products based on
their geographical location. EEIO models are derived by
allocating direct sectoral GHG emissions and relate these
to the output level in the sector (sectorial intensities or
sectoral scope 1 emissions). All sectoral intensities are
further interlinked with material and service input and
output relations of all sectors in the world. By combining
this model with Company business data, the platform
provides estimated cradle-to-gate GHG emissions.
For the emission activities Borgestad retrieved activity
data, the platform ensures that the GHG emissions are
captured either with activity data or by the transaction-
based method, meaning double counting will not occur.
GHG emissions are calculated using conversion factors.
Primary schemes used for activity- based calculations
are Defra (2024), EPA (2024), NVE (2023) and
Nowtricity (2024). For transaction-based calculations
the platform uses large publicly available datasets from
OECD.
Total emissions are reduced by almost 66% from 2023
to 2024. The primary reasons for this change is improved
data quality and that for the 2023 climate accounting
Borgestad included total emissions for its largest supplier
in purchased goods and services in scope 3, rather than
the emissions allocated to the products purchased by
Borgestad. This means that the reported emissions in this
category were too high last year.
For scope 1 and 2 there has been a 122% increase
in emissions from 2023 to 2024. There are several
reasons for this increase:
Total energy consumption for Agora Bytom is
accounted for in scope 2, rather than having tenants’
energy consumption in the category downstream
leased assets in scope 3 as in 2023. The reason for
this change is that Borgestad used an operational
control approach for its climate account in 2023 while
a financial control approach matching Borgestad’s
financial accounting is used for the 2024 climate
account. Further, in 2023 for Agora Bytom, only parts
of the tenants’ energy consumption was included in
the climate account, while total energy consumption
for the shopping centre is included for this year.
◆
The consolidation of greenhouse gas (GHG) emissions
data is based on the financial consolidation approach
and stated in accordance with the GHG Protocol: direct
emissions from owned and leased assets (scope 1),
indirect emissions from purchased electricity and
district heating (scope 2), and value chain emissions
(scope 3). The climate account includes all gases
covered by the Kyoto Protocol.
25
BORGESTAD ASA
Annual Report 2024
The emission factors used in 2023 and 2024 are not
a complete match. In 2023, Borgestad had to use
emission factors that were publicly available, while for
2024 the Morescope platform provides more correct
emission factors related to Borgestad activities and
locations.
For 2024, all Borgestad’s locations are included in the
climate account and there is an overall improvement
in data quality.
The emissions covered by EU ETS have increased from
2023 to 2024 even though the natural gas consumption
has been stable. The reason for this is that the main
furnace in Bjuv is operating in periods and no longer
operate continuously which increase the need for
planning. As the products that are dried have different
sizes and shapes and the laden of the furnace varies
with the product mix, it contributes to the consumption
of gas per ton produced material will vary.
combustion of natural gas and LPG for production
purposes. Emissions in scope 2 originate from
electricity and district heating consumption in all
Borgestad locations. 99,4% of the emissions are based
on activity data.
◆
Scope 3
6,6% of emissions in scope 3 are based on activity
data, and this is applicable to the categories fuel- and
energy-related activities, waste, and business travel. All
other emissions are based on transaction data.
◆
◆
Borgestad’s largest source of emissions is related
to purchased goods and services. The Company
purchases raw materials, refractory products, and
refractory-related services for millions of NOK each
year which results in high emissions. Further, all the
products that are purchased during a reporting year
are transported by sea and road, resulting in upstream
transportation and distribution being the second largest
emission category in scope 3.
Scope 1
and
2
Emissions in scope 1 originate from fuel consumption
in Company cars, trucks and lorries and stationary
Gross Scope 1 GHG emissions (tCO2eq)
Percentage of Scope 1 GHG emissions from regulated emission trading
schemes (%)
1
120
1
104
-1,4%
555
815
46,8%
Gross location-based Scope 2 GHG emissions (tCO2eq)
Gross market-based Scope 2 GHG emissions (tCO2eq)
1
215
1
936
4 090
4 978
236,6%
157,1%
Total Gross indirect (Scope 3) GHG emissions (tCO2eq)
77
923
21
984
-71,8%
1
Purchased goods and services
2
Capital goods
3
Fuel and energy-related activities (not included in scope 1 or scope 2)
4
Upstream transportation and distribution
5
Waste generated in operations
6
Business travelling
7
Employee commuting
8
Upstream leased assets
9
Downstream transportation and distribution
12
End-of-life treatment of sold products
13
Downstream leased assets
75 183
No information
301
No information
18
317
No information
No information
No information
No information
2 103
18
967
7
1
243
1
371
23
307
No information
66
No information
No information
Not applicable
-74,8%
100%
313%
100%
27,8%
-3,2%
100%
-100%
Total GHG emissions (location-based) (tCO2eq)
79 279
27 178
-65,7%
Total
GHG
emissions
(market-based)
(tCO2eq)
79 639
28 066
-64,8%
Table 1
26
BORGESTAD ASA
TOTAL GHG EMISSIONS
SCOPE 3 GHG EMISSIONS
SCOPE 2 GHG EMISSIONS
SCOPE 1 GHG EMISSIONS
Change
2023 2024
2024/2023
(%)
Annual Report 2024
Total GHG emissions (location-based) per net revenue (tCO2e/mNOK)
Total GHG emissions (market-based) per net revenue (tCO2e/mNOK)
69,48
69,80
23,35
24,01
-66,4%
-65,6%
Table 2
It is likely that that some of the transactions imported
into the SaaS platform related to purchased goods are
capital goods or upstream leased assets. A manual
review was conducted for the largest transactions to
assess whether the transaction is a purchase of a good
or a capital good, or if it is a good that Borgestad does
not have financial or operational control over. However,
with thousands of transactions, it was not feasible to do
this exercise for all transactions, and thus, there can be
some emissions that should be allocated to category 2
or 8 instead. In coming reporting periods, Borgestad will
work to tag the transactions with more detail to ensure
that the emissions are correctly categorised. Borgestad
will further collect more activity data for scope 3 to
increase emission accuracy.
Company will work to make solid estimates in coming
reporting periods to ensure a more complete climate
account. For commuting, Borgestad will conduct a
commuting survey for all employees across all countries
during 2025.
GHG intensity
Table 2 shows Borgestad’s GHG emission intensity based
on total emissions per net revenue. The main reason
for the large decrease in emission intensity is due to
overreporting in scope 3 in 2023 as explained above.
Energy
consumption
Table 3 shows the energy consumption and energy
mix from Borgestad’s direct scope 1 and indirect scope
2 emission activities in 2023 and 2024. Electricity
calculations are based on the location-based method.
The reason for the energy increase is mainly due to
improved data quality, particularly for Agora Bytom as
explained in “Greenhouse gas emissions”.
Relevant categories not included in the climate account
For the scope 3 categories where Borgestad has
emission activities, but no transactions or activity data
have been retrieved due to lack of data availability, the
Fuel consumption from coal and coal products (in MWh)
Fuel consumption from crude oil and petroleum products (in MWh)
Fuel consumption from natural gas (in MWh)
Fuel consumption from other fossil sources (in MWh)
Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (in MWh)
0
2 350
2 727
0
154
0
2 063
2 730
0
4 406
Total fossil energy consumption (in MWh)
5 231
9 199
Share of fossil sources in total energy consumption (%)
46%
55%
Consumption from nuclear sources (MWh)
1
093
1
029
Share of consumption from nuclear sources in total energy consumption (%)
Fuel consumption from renewable sources, including biomass (also comprising industrial and
municipal waste of biologic origin, biogas, renewable hydrogen, etc) (MWh)
Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable
sources (MWh)
The consumption of self-generated non-fuel renewable energy (MWh)
10%
6%
329
305
4 647
32
6 183
59
Total renewable energy consumption (MWh)
5 008
6 547
Share of renewable sources in total energy consumption (%)
44%
39%
Total energy consumption (MWh)
11
332
16
774
Table 3
27
BORGESTAD ASA
Energy
consumption
and
mix
2023 2024
Change
GHG
intensity
per
net
revenue
2023
2024
2024/2023
(%)
Annual Report 2024
Pollution
Borgestad has identified material pollution-related
impacts from mining operations in its upstream value
chain. The impacts relate to the emission of non-GHG
air pollutants and toxic emission to soil, which could
negatively affect both people and nature in proximity to
the mining sites.
To identify potential impacts, risks and opportunities
related to pollution, Borgestad has followed the double
materiality assessment process and supplemented
the assessment with findings from the Taskforce on
Nature-related Financial Disclosures’ (TNFD) ENCORE
tool related to mining and quarrying activities in the
upstream value chain. Borgestad appreciates that more
insights into nature-related impacts are necessary
and is therefore currently conducting a nature risk
assessment in accordance with the TNFD’s LEAP
framework to identify impacts, dependencies, risks
and opportunities covering pollution-, water- and
biodiversity-related topics.
Policies related to pollution
Borgestad’s Ethical Code of Conduct and Transparency
Act for Sustainable Business Practices statement
both address pollution indirectly through a general
commitment to protect the environment and reduce
negative impacts. The Transparency Act statement
specifies an obligation to engage with suppliers to
reduce negative impacts in the value chain.
from the assessment will help the Company identify
relevant actions and metrics in coming periods. The
nature risk assessment will be completed in the first half
of 2025 and will provide input for the coming annual
sustainability report.
Practices related to pollution
Borgestad is currently in the process of conducting a
nature risk assessment using the Taskforce on Nature-
related Financial Disclosures’ LEAP framework. This will
enhance the Company’s understanding of where in its
upstream value chain the risk of pollution is greatest,
thereby identifying locations for which further data
collection is required. Through this process, Borgestad
will improve its identification of pollution-related
impacts, risks and opportunities, and the input obtained
Targets related to pollution
Borgestad does not currently have any targets relating
to pollution in its upstream value chain.
Regarding its own operations, Borgestad targets zero
breaches of environmental permits relating to air
pollution. In recent years no such breaches have been
recorded.
Impact, risk or
opportunity
Description
Value
chain
location
Time horizon
Potential negative
impact
Mining operations can cause emissions of non-GHG
air pollutants that have negative impacts on nature and
people.
Upstream
Short, medium and long
Dust clouds and mineral deposition from mines can
alter soil characteristics making it unsuitable for native
vegetation.
Upstream
Short, medium and long
28
BORGESTAD ASA
Annual Report 2024
Biodiversity
Borgestad has identified potential negative impacts in
its upstream value chain related to mining operations,
including contamination of water, impact on natural
landscapes and noise and light pollution impacting
migratory species. At the time of publishing this report,
Borgestad is in the process of conducting a nature risk
assessment which will further enhance the Company’s
understanding of its impacts and risks related to
biodiversity.
upstream value chain locations with a particular focus
on mining and quarrying operations. This will result in
a revision of material impacts, risks and opportunities.
Additionally, it will help Borgestad develop relevant
policies, practices and targets.
Sites in or near biodiversity-sensitive areas
Borgestad has screened all sites owned, leased or
manged through the World Database on Protected
Areas to identify any sites located in or near
biodiversity-sensitive areas. As per VSME, near is
defined as an area that is (partially) overlapping or
adjacent to a biodiversity sensitive area. Höganäs
Borgestad’s warehouse in Luleå, measuring 0,2
hectares, is located adjacent to the Kallaxheden Nature
Reserve, which is a forest area with rich wildlife. No
other sites are located in or near biodiversity-sensitive
areas as defined by the World Database on Protected
Areas.
Policies, practices and targets related to
biodiversity
Borgestad does not currently have specific policies,
practices and targets related to biodiversity in place,
but the Company plans to improve its biodiversity-
related efforts following the conclusion of the nature
risk assessment. The nature risk assessment follows
the Taskforce on Nature-related Financial Disclosures’
LEAP framework and primarily examines Borgestad’s
Impact, risk or
opportunity
Description
Value
chain
location
Time horizon
Potential negative
impact
Materials from mine excavations may be dumped in bodies
of water impacting marine ecosystems.
Upstream
Medium and long
Mining operations can alter the natural landscape
impacting biodiversity.
Upstream
Medium and long
Mining operations can create noise and light pollution
impacting migratory species.
Upstream
Medium and long
29
BORGESTAD ASA
Annual Report 2024
Resource use and circular economy
Impact, risk or
opportunity
Description
Value
chain
location
Time horizon
Potential negative
impact
Dependence on critical non-renewable raw minerals may
impact global reserves and access to resources.
Upstream
Long
Handling of waste from refractory production can impact
climate and nature.
Downstream
Short, medium and long
Circular economy practices such as using recycled input
materials in refractory prod -ucts reduce emission costs
and meet in-creasing demand for lower carbon products.
Upstream and own
operations
Long
Borgestad can capitalise on demand for low-carbon
products by taking back refractory products from
customers and use them again
Upstream, own
operations and
downstream
Long
Borgestad has identified material negative impacts
related to resource inflows through the extraction of
non-renewable raw materials in its upstream value chain
and related to downstream handling of waste generated
from Borgestad’s production processes. At the same
time, Borgestad has identified opportunities related
to resource inflows and resource outflows through
reducing emission costs and capitalising the demand for
low-carbon products.
materials increasingly become a market requirement,
the Company will focus on a targeted range of
products selected based on group feedback and
customer needs. These materials not only support
environmental goals but also reduce costs, as they are
typically cheaper than virgin resources. Borgestad will
work to define a select product range in the first two
quarters, followed by the development of key recycled
products until the end of 2025.
Policies related to resource use and circular
economy
Borgestad’s Ethical Code of Conduct and Transparency
Act for Sustainable Business Practices statement
both address resource use and circular economy
indirectly through a general commitment to protect the
environment and reduce negative impacts. Höganäs
Borgestad ’ environmental policy further states the
Company work continuously with increasing resource
efficiency.
Partnerships
for
recycled
materials
Borgestad targets the establishment of multiple small-
scale production facilities for recycled products,
strategically located at or near customer facilities
to minimise transportation costs and environmental
impact. This setup has been requested by several
players, particularly in the steel industry, and will
be designed to handle specific volumes of recycled
materials with a limited range of products, supported
by the main production site. Such facilities allow for
a relatively low investment while ensuring adequate
returns, while opening the door for installation business.
Borgestad aims to establish the first partnership of
this kind in 2025 and will continue targeting new
partnerships in 2026 and 2027.
Practices related to resource use and circular
economy
Borgestad has developed two key actions intended
to manage negative impacts related to resource
use and circular economy whilst capitalising on the
identified opportunities. These actions will contribute
to decreasing dependency on non-renewable raw
materials, reduce waste and take advantage of market
demand for environmentally friendly products.
Targets related to resource use and circular
economy
Improve sustainability by using at least 10% recycled
raw materials
Borgestad is committed to achieving a share of at
least 10 percent recycled materials in production by
2030. This aligns with the growing market demand for
environmentally responsible products, as customers
increasingly seek sustainable solutions. Reusing
materials not only supports sustainability but can also
be more cost-efficient, provided the recycled materials
Develop recycled products
Borgestad aims to develop a range of products based
on recycled materials to meet growing customer
demand. This effort will refine existing products to
meet the high standards of virgin-material alternatives,
which are often prequalified and trusted. As recycled
30
BORGESTAD ASA
Annual Report 2024
Resource outflows
Borgestad produces refractory products, including
refractory bricks which can be recycled. The process
of recycling refractory bricks involves sorting and
cleaning, crushing and grinding, stabilisation and
passivation, and processing to final specifications. The
recycled material can be used in refractory monolithics
and bricks.
maintain the necessary product quality. This strategy
offers both environmental and economic benefits,
reinforcing Borgestad’s commitment to the circular
economy while meeting customer expectations and
regulatory pressures.
For some time, Borgestad has been working on a pilot
project where the Company has developed a product
that is almost entirely based on recycled material. By
using innovative manufacturing methods, the Company
has succeeded in minimising energy consumption in the
manufacturing process. This project is an important step
towards a more sustainable future and demonstrates
Borgestad’s commitment to environmentally friendly
solutions. The product will be tested at a customer
application for proof of concept during 2025.
In the design of refractory products, focus areas include
durability, extending product life in the final application,
and increasing use of recycled raw materials in the
products. Some products are also based on reused
materials from other industries and products. For
refractory bricks an additional focus area is to lower the
temperature that the bricks are fired in and other actions
which could reduce the amount of energy used in the
brick production.
Resource inflows
Borgestad’s own operations and upstream value chain
utilise various resources, including raw materials
essential for the refractory production processes.
Borgestad primarily uses andalusite, bauxite, mullite,
chamotte and clay in its production process. The inflow
of these materials is listed in table 4. The table does not
include finished products for refractory operations or
other types of products. Borgestad used 634 tonnes of
secondary materials, accounting for 10,3 percent of total
resource inflows in 2024.
Refractory products cannot be repaired, but the
design of the refractory lining and the quality used can
make the lining last longer. Reducing the wear of the
refractory lining reduces the need for changing it, which
in turn results in a decrease in raw materials consumed.
Waste
For 2024, Borgestad collected waste management
data reports for Borgestad’s operations in Bjuv, Skien,
Mosjøen, Tampere, Nurmijärvi, Trollhättan, Gävle,
Luleå and Agora Bytom. This is an improvement from
last year, when only Bjuv was included. Some waste
management companies provide information about
waste treatment, while for others, Borgestad has made
assumption about the waste treatment methods.
Total
6 143
Technical materials
Andalusite
Bauxite
Mullite
Chamotte
Clay
Biological materials
5 872
964
1
503
1
400
1
732
273
271
Table 5 outlines the types of waste generated, along
with details on diversion, recovery operations, and
disposal methods, highlighting both hazardous and non-
hazardous waste categories.
Table 4
Total Waste Generated
1
020.55
1.70
1
018.55
Diverted Recycle or Reuse
726.05
0
726.05
Preparation
for
Reuse
Recycling
0
726.05
0
0
0
726.05
Directed
to
Disposal
294.51
1.70
292.81
Table 5
31
BORGESTAD ASA
Category
Total
(Tonnes) Hazardous
Non-Hazardous
Resource
category
Total weight (tonnes)
Annual Report 2024
Social information
Own workforce
The people of Borgestad are the foundation of
the Company’s success and the ones who deliver
on customer promises. Borgestad’s ambition is to
ensure that people thrive at work by providing a safe
and inspiring workplace. This is underpinned by a
commitment to respecting human and labor rights.
Borgestad employs hundreds of people across Europe.
The team includes office-based professionals, and
production and installation workers. In addition to
own employees, Borgestad also relies on an extended
workforce of third-party contracted labour (non-
employee workers) who are not directly employed by
Borgestad but work on installation projects.
Impact, risk or
opportunity
Description
Value
chain
location
Time horizon
Potential negative
impact
If there is insufficient trade union or works council
representation it can limit employee protection in
negotiations
Own operations
Medium and long
If there is interference with union activities and there is
limited time for representatives it can impact employee
representation
Own operations
Medium and long
If there is inadequate collective bargaining it can affect
workers' compensation and benefits
Own operations
Medium and long
If there is inadequate HSE procedures it can lead to
serious accidents and injuries.
Own operations
Short, medium and long
Hard physical labour can have a long-term negative
impact on worker's health
Own operations
Long
If there is occurrence of violence and har-assment it
can impact the Company reputa-tion and perception of
workplace safety.
Own operations
Short, medium and long
Potential positive
impact
Training programs can make employees attractive in fields
with few skilled workers.
Own operations
Short, medium and long
A diverse workforce enhances integration, inclusion, and
diverse perspectives, bene-fiting team dynamics.
Own operations
Short, medium and long
Policies related to own workforce
Borgestad’s Ethical Code of Conduct and Transparency
Act for Sustainable Business Practices statement both
address topics related to the Company’s own workforce.
The Transparency Act statement specifies a commitment
to map and reduce negative impacts on people, whereas
the Ethical Code of Conduct specifies relevant human
and labour rights. Borgestad’s Ethical Code of Conduct
upholds the principles of the UN’s Universal Declaration
of Human Rights and the ILO Convention relating to
child labour, freely chosen employment, freedom of
association and working time, wages, and benefits.
employees to develop their potential. Borgestad shall
comply with the highest standards and laws related to
human rights and health and safety in the countries
where the Company operates.
Practices related to own workforce
Borgestad has developed key actions which aims to
manage potential negative impacts on its own workforce.
Strict safety measures as well as internal training is put
in place to reduce the chance and severity of accidents
at Borgestad’s sites. In 2025, Borgestad plans to hire an
HR manager, who will be tasked with overseeing issues
related to its own workforce, thereby working to reduce
negative impacts and enhance positive impacts. Finally,
Borgestad has a whistle-blower channel through which
employees can raise concerns.
The objective of the policies is to provide a safe, fair,
and inclusive working environment free from any form
of discrimination and abuse and to support Company
32
BORGESTAD ASA
Annual Report 2024
Targets related to own workforce
Ensure
zero
injuries
Höganäs Borgestad is committed to ensuring zero
workplace injuries. The number of injuries recorded has
remained stable in recent years, with eight injuries with
absence, none of which defined as serious incidents,
recorded in Norway and Sweden in 2024.
Accident prevention
There are injury and accident risks related to Höganäs
Borgestad’s production and installation operations.
The Company’s preventive work is structured and
carried out by the management, administration,
and workers in cooperation with trade unions and
regulatory authorities. At Höganäs Borgestad, safety
rounds and internal courses are held throughout the
year, and employees are responsible for following
safety regulations and minimising the risk of injuries to
themselves and their colleagues. Any risks identified
must be reported. Höganäs Borgestad also operates in
an industry where physical overload and subsequent
wear-and-tear injuries are a risk. In the event of
injuries, employees receive follow-up with a doctor,
physiotherapy, and rest. The responsible manager
follows up with the employees in accordance with
standards and requirements from the relevant authority.
Reduce
sick
leave
rates
to
3%
or
below
Höganäs Borgestad has established a target of reducing
sick leave rates to 3% or below. Sick leave rates saw
a significant rise during the COVID-19 pandemic and
have yet to return to pre-pandemic levels. In 2023, the
sick leave rate was 6,0%, whereas in 2019, the last
year before the pandemic, the sick leave rate was 2,1%.
Höganäs Borgestad is planning to conduct a detailed
analysis of sick leave across different worker groups,
including project-based operations, blue-collar, and
white-collar employees. This will help the Company
better understand the underlying causes and implement
targeted actions tailored to the needs of each group.
Hire HR Manager
To strengthen its commitment to health, safety, and
a positive work environment, Borgestad has in 2025
hired an HR Manager as a global resource for the
group, preferably based in Sweden. This position
will oversee Health, Safety, and Environment (HSE)
issues, management training, foster a strong workplace
culture across all locations, and improve internal
communication. By focusing on employee well-being
and organizational cohesion, this role will play a
pivotal part in ensuring a healthy and productive work
environment for all team members.
Characteristics of own workforce
The majority of Borgestad’s employees are located in
Sweden, with smaller operations in Norway, Finland
and Poland as well as an office in Malaysia. Borgestad
employs significantly more men than women and this is
common in the industry. The distribution by age group
is reasonably well distributed, with roughly half of all
employees being between 30 and 50 years old, approx.
a quarter younger than 30 and approx. a quarter older
than 50. Borgestad’s workforce is relatively diverse with
regards to nationality, with two thirds of all employees
coming from abroad. In 2024, 15 employees left the
Company, representing a turnover rate of 2.3%. All
metrics related to number of employees are compiled
on a head-count basis unless otherwise stated.
Whistleblower
channel
Borgestad has a channel for raising concerns through
Höganäs Borgestad’s independent whistle-blower
channel that is available for own workers on the intranet.
When a concern is raised through the whistle -blower
channel, the whistle-blower has the opportunity to stay
anonymous. The concern is sent to the CEO for handling
and is further reported to the chairman of the board.
Male
Female
563
82
Norway
Sweden
Finland
Poland
Malaysia
68
448
81
38
10
Total employees
645
Table
6:
Employee
head
count
by
gender
Table 7: Employee head count by country/region
33
BORGESTAD ASA
Country
Number
of
employees
Gender
Number
of
employees
Annual Report 2024
Number of employees
Number of permanent employees
Number of temporary employees
Number of non-guaranteed hours employees
Number of full-time employees
Number of part-time employees
82
68
5
9
72
10
563
256
107
200
195
368
645
324
112
209
267
378
Table
8:
Employees
by
contract
type,
broken
down
by
gender
(head
count)
Number of fatalities as a result of work-related injuries and work-related ill health
Number of recordable work-related injuries with absence
Rate of recordable work-related injuries with absence per 100 full-time workers per year
Number of days lost to work-related injuries and fatalities from work-related accidents and work-related ill health
0
8
3,5
85*
Table 9
*Only
data
from
Norway
available.
Health and safety
Borgestad has identified potential negative impacts where
inadequate HSE procedures can lead to serious accidents
and injuries and hard physical labour can impact workers’
health. For 2024, Borgestad has collected data from its
operations in Norway and Sweden, which accounts for
the majority of its employees. A total of eight work-related
injuries with absence, accounting for 3,5 injuries per 100
employees, were recorded in 2024. No work-related
fatalities were recorded.
Borgestad is currently not able to retrieve metrics for
training and skills development, however, this will be a
focus towards the next reporting period.
Human rights
Borgestad has an ethical code of conduct which covers
child labour, forced labour and human trafficking, but
does not explicitly cover discrimination or accident
prevention. A stakeholder reporting channel is available
for reporting breaches of the ethical code of conduct.
Collective bargaining
In 2024, between 60 and 79 percent of Borgestad’s
employees in Norway and between 80 and 100 percent
in Sweden were covered by collective bargaining
agreements. Borgestad is not allowed to collect this
type of data in Finland and Poland.
During 2024, two incidents of harassment were
reported, both of which were filed through Borgestad’s
channel for raising concerns. In accordance with
internal policies, we had/conducted conversations
with those involved, and issued a written warning
for harassment, in which we informed about the
consequences if future recurrence. Borgestad practices
zero-tolerance for harassment.
Training
Borgestad employees, both workers and non-employee
workers, are able to go through different trainings
and certifications related to refractory production and
installations. Many customers set strict certification
requirements for installation workers to be allowed on
the premises. For Borgestad to provide such projects
to customers, the Company must ensure that the
project employees receive the necessary training
and certification before project start up. The more
training and certifications the employees have, the
more attractive they are for other installation projects
in a market where the supply of refractory installation
workers is limited.
No confirmed incidents of child labour, forced labour,
human trafficking or discrimination were recorded in
2024. Borgestad received no fines or penalties for
human rights incidents during the reporting period.
Borgestad is not aware of confirmed human rights
incidents involving workers in the value chain, affected
communities, consumers or end-users.
34
BORGESTAD ASA
Health
and
safety
Total
Country Female Male Total
Annual Report 2024
Workers in the value chain
Borgestad’s purchased and produced products involve
a diverse range of workers across the value chain,
particularly those in upstream activities such as mining
and extraction of minerals, refining, manufacturing, and
logistics. Certain workers within these categories can be
especially vulnerable such as migrant workers, women,
young workers, minorities, or those in potentially unsafe
work conditions. It is therefore a priority for Borgestad
to get more value chain insights and use the influence
the Company has to ensure a safe and inclusive working
environment for all workers in the value chain.
Any minerals supplied to Borgestad shall not directly
or indirectly contribute to conflicts or human rights
violations, and suppliers shall ensure that products
supplied to Borgestad to not contain minerals
originating from Conflict Affected and High-Risk Areas
(CAHRAs) that directly or indirectly finance or benefit
armed groups and cause or foster human rights abuses.
Practices related to workers in the value chain
For several years, Borgestad has been following
the OECD Guidelines for Multinational Enterprises
on Responsible Business Conduct to integrate
due diligence into procurement and to guide risk
assessments of Company activities. This process is
further explained in the Company Transparency Act
reporting. Through this risk-based approach suppliers
operating in high-impact or risk areas are prioritised.
Such prioritisations allow Borgestad to implement
mitigating actions where they have the most effect.
This supports Borgestad’s commitment for responsible
business practices and sustainable growth.
Policies related to workers in the value chain
As reflected in the Borgestad’s Ethical Code of Conduct,
the suppliers shall have high integrity and ethical
conduct in all aspects of its business. This includes
identifying, preventing, mitigating, and accounting for
adverse environmental, human rights and governance
impacts in own operations, and the Company expects
the same commitment from suppliers.
In the Company’s business endeavours, Borgestad strives
to uphold the UN’s Universal Declaration of Human Rights.
This includes treating employees fairly, with dignity and
respect, and avoiding causing or contributing to abuse
of human and labour rights. Suppliers must work to
prevent child labour and forced labor, respect employees’
freedom of association, and comply with relevant legal
requirements for working time, wages and benefits.
Suppliers shall further make adequate provision for the
health and safety of their employees.
In line with Company commitment to uphold the highest
standards of ethical conduct and integrity across
operations and supply chains, Borgestad encourages
open communication regarding compliance with the
Supplier Code of Conduct and the Borgestad Ethical
Code of Conduct. Borgestad has a channel for raising
concerns through Höganäs Borgestad’s independent
whistleblower channel that is available for workers in
the value chain on the Company web page.
Impact, risk or
opportunity
Description
Value
chain
location
Time horizon
Potential negative
impact
Harassment and disregard for workers' rights may occur in
less regulated mining areas
Upstream
Short, medium and long
Child labour may occur, with higher risk in small-scale
mining in areas with high poverty and weaker law
enforcement.
Upstream
Short, medium and long
Forced labour may occur in mining and transport sectors
with weak oversight.
Upstream
Short, medium and long
If there is inadequate clean water access in remote mining
production areas can cause health issues for workers and
locals.
Upstream
Short, medium and long
Informal mining and transport jobs can lead to unstable
employment, financial insecurity, and vulnerability to
exploitation and layoffs.
Upstream
Short, medium and long
Limited social dialogue can marginalise workers' voices.
Upstream
Short, medium and long
Suppressed unionisation can undermine collective
bargaining and workers' rights.
Upstream
Short, medium and long
35
BORGESTAD ASA
Annual Report 2024
Targets related to workers in the value chain
Borgestad has a 2027 target of investigating whether
the Company’s high-risk suppliers have systems
in place to follow up the principles according to
Borgestad’s Supplier Code of Conduct.
To further ensure supply chain transparency for own
operations, Borgestad reports to the sustainability
reporting Company Ecovadis and was awarded a silver
rating in 2023.
Governance information
Borgestad operates in a complex environment that relies
on global supply chains and has identified material
potential negative impacts related to corruption and
bribery through the double materiality assessment. The
Company works to ensure compliance with relevant
laws, regulations, and responsible business conducts,
with a heightened focus in countries and jurisdictions
with greater exposure to ethical business and human
rights breaches.
Trainings and controls have been implemented to
prevent and detect corruption and bribery throughout
Company operations. Every individual representing
Borgestad is entrusted with the responsibility to ensure
that their actions are in full compliance with both legal
standards and internal ethical requirements as detailed
in the Ethical Code of Conduct. Non-compliance is
treated as a serious violation and disciplinary matter.
Borgestad relies on several suppliers of critical raw
materials, many of whom operate in countries where
the risk of corruption and bribery incidents is high.
Borgestad has a whistle-blower service, and all
employees have a right and duty to report any violations
of the principles of the Ethical Code of Conduct.
Employees are encouraged to express fears or draw
attention to actions with possible ethical implications.
Policies related to governance
Borgestad is committed to the highest standards of
ethical conduct and integrity. This commitment is
embodied in the Company Ethical Code of Conduct,
which applies to all employees and Board of Directors.
The business operations adhere to applicable laws and
regulations, and they are underpinned by a dedication to
ethical, sustainable, and socially responsible practices.
Targets related to corruption and bribery
Borgestad has zero tolerance for any form of corruption
and bribery, without exception, and there were no such
incidents reported during 2024.
Practices related to corruption and bribery
Borgestad’s actions related to governance are intended
to manage its potential negative impacts. These
particularly focus on measures to avoid incidents of
corruption and bribery, as well as ensuring sufficient
whistleblower protection.
Impact, risk or
opportunity
Description
Value
chain
location
Time horizon
Potential negative
impact
Corruption and bribery can affect economic systems and
lead to fines and criminal prosecution.
Upstream, own
operations and
downstream
Short, medium and long
Insufficient whistleblower protection can harm
whistleblowers and deter incident reporting.
Own operations
Short, medium and long
36
BORGESTAD ASA
Annual Report 2024
Appendix
Disclosure requirement
for VSME
Description
Page number
B1
Basis for preparation
18-19, 38
B2
Practices, policies and future initiatives for transitioning towards a more sus-tainable
economy
24-25, 28, 29,
30-31, 32-33,
35-36
C1
Strategy: Business Model and Sustainability – Related initiatives
20
C2
Description of practices, policies and future initiatives for transitioning to-wards a
more sustainable economy
24-25, 28, 29,
30-31, 32-33,
35-36
B3
Energy and greenhouse gas emissions
25-27
B4
Pollution of air, water and soil
25-27
B5
Biodiversity
29, 38
B6
Water
Not material
B7
Resource use, circular economy and waste management
30-31
C3
GHG reduction targets and climate transition
24-25
C4
Climate risks
23-24
B8
Workforce – General characteristics
33-34
B9
Workforce – Health and safety
34
B10
Workforce – Remuneration, collective bargaining and training
34
C5
Additional (general) workforce characteristics
19
C6
Additional own workforce information – Human rights policies and processes
32-33
C7
Severe negative human rights incidents
34-35
B11
Convictions and fines for corruption and bribery
36
C8
Revenues from certain sectors and exclusion from EU reference benchmarks
25
C9
Gender diversity ratio in the governance body
19
37
BORGESTAD ASA
GOVERNANCE METRICS
SOCIAL METRICS
ENVIRONMENTAL METRICS
GENERAL INFORMATION
Annual Report 2024
List of subsidiaries included in the consolidated reporting
Balance
sheet
(EUR)
Turnover
(EUR)
Employees
(headcount)
Legal
form
NACE code
Agora Bytom
Private limited liability undertaking
68
65 378
6 818
6
Höganäs Borgestad AS
Private limited liability undertaking
33
11
058
30 778
148
Höganäs Borgestad AB
Private limited liability undertaking
70
15
577
26 872
85
Höganäs Borgestad OY
Private limited liability undertaking
33
3 855
15
874
118
Höganäs Borgestad
Energi & Ugnsteknik AB
Private limited liability undertaking
33
1
320
9 198
78
Macon AB
Private limited liability undertaking
33
8 507
25 268
234
Höganäs Bjuf Fastighet AB
Private limited liability undertaking
68
1
1
205
Sites owned, leased or operated by Borgestad
Sites
Address
Postal
Code
City
Country
Coordinates
Office
Fornebuveien 1
1366
Lysaker
Norway
59.91112,
10.63274
Office, storage, workshop
Borgestadbakken 2
3712
Skien
Norway
59.16104, 9.64368
Office, storage, workshop,
sewing room
Havnegata 43
8663
Mosjøen
Norway
65.84806, 13.19473
Factory, office, storage
Södra Storgatan 12
267 31
Bjuv
Sweden
56.08275, 12.91653
Office
Terminalgatan 20
235 39
Vellinge
Sweden
55.45800, 13.01914
Office, storage, workshop
Polunmäenkatu 31
33720
Tampere
Finland
61.45100, 23.89467
Office, storage, workshop
Jokisentie 167
05200
Nurmijärvi
Finland
60.55030, 24.76469
Office, storage, workshop
Ersbogatan 6
802 93
Gävle
Sweden
60.63755, 17.13264
Office, storage, workshop
Hammarvägen 1
683 33
Hagfors
Sweden
60.01281, 13.66955
Office, storage, workshop
Kardanvägen 65
461 38
Trollhättan
Sweden
58.29562, 12.34834
Office, storage, workshop
Industrivägen 16
972 54
Luleå
Sweden
65.57283, 22.08403
Office
A-1-1, Seri Gembi-ra
Avenue, 6 Jalan Senang Ria,
Ta-man Gembira
58200
Kuala Lumpur
Malaysia
3.07899, 101.68640
Shopping mall
Plac Tadeusza Kościuszki 1
41-902
Bytom
Poland
50.34771, 18.91922
38
BORGESTAD ASA
Annual Report 2024
Board signatures
Lysaker, April 25 2025
Board
of
Directors,
Borgestad
ASA
Glen
Ole
Rødland
Chairman
Helene
Bryde
Steen
Board Member
Jacob Andreas Møller
Board Member
Wenche Kjølås
Board Member
Jan
Erik
Sivertsen
Board Member
Pål
Feen
Larsen
CEO
The
document
is
electronicall y
signed.
39
BORGESTAD ASA
Annual Report 2024
Borgestad Group
Consolidated financial
statements
40
BORGESTAD ASA
Consolidated statement of income
NOK 1 000 Note 2024 2023
Revenue 3,4 1 140 253 1 106 195
Other income 4 29 175 35 222
Total revenue and other income 3,4 1 169 428 1 141 417
Materials, supplies and subcontracting 4 528 946 582 570
Salary and personnel expenses 5,6 394 855 347 108
Other expenses 5 106 558 84 262
Depreciation 12,13 34 733 31 750
Impairment of non-current assets 10 - 90 126
Operating cost and expenses 1 065 092 1 135 816
Operating income/(loss) 104 336 5 601
Finance income 7 12 190 12 971
Finance cost 7 34 241 55 856
Net financial items -22 051 -42 885
Profit before taxes 82 285 -37 283
Income tax 8 20 521 26 309
Profit/(loss) for the year 61 764 -63 592
Allocated as follows:
Non-controlling interest's share of the profit 16 535 14 690
Controlling interest's share of the profit 45 229 -78 281
Basic and diluted earnings per share 9 1.29 -0.23
41 BORGESTAD ASA
Annual Report 2024
Consolidated statement of
comprehensive income
NOK 1 000 Note 2024 2023
Profit/(loss) for the year 61 764 -63 592
Other comprehensive income
Other income and expenses that will not be reclassified to profit:
Net actuarial gain/(loss) on defined benefit pension plans net of tax -664 -1 819
Other income and expenses that may be reclassified to profit or loss:
Translation differences 18 403 24 058
Change in fair value of cash flow hedging net of tax -13 178 -7 406
change in other equity transactions - -1
Net other comprehensive income 4 560 14 832
Total comprehensive income for the year 66 325 -48 760
Non-controlling interest's share of total comprehensive income 17 714 18 605
Controlling interest's share of total comprehensive income 48 610 -67 365
42 BORGESTAD ASA
Annual Report 2024
NOK 1 000 Note 31.12.2024 31.12.2023
Assets
Investment property 10,12 729 553 701 407
Land, buildings and asset under construction 12 12 502 17 890
Fixtures, plant, machinery and vehicles 12 42 667 37 066
License, trade marks and similar rights 12 26 032 28 499
Right-of-use assets 13 35 751 33 902
Goodwill 14 90 082 90 108
Other financial assets 6,21 6 248 6 855
Deferred tax asset 8 8 941 13 734
Total non-current assets 951 777 929 461
Inventories 15 126 254 118 733
Trade receivables 20 139 214 184 567
Other receivables 20 11 185 7 763
Cash and cash equivalents 16 220 462 152 688
Total current assets 497 115 463 752
Non-current assets classified as held for sale 11 13 907 13 165
Total assets 1 462 799 1 406 378
Consolidated statement of financial position
43 BORGESTAD ASA
Annual Report 2024
Consolidated statement of financial position cont.
NOK 1 000 Note 31.12.2024 31.12.2023
Equity and liabilities
Share capital 18 35 062 350 621
Share premium and other paid-in capital 641 679 326 121
Total paid-in capital 676 741 676 741
Other reserves 158 983 153 759
Other equity -106 894 -147 929
Retained earnings 52 089 5 830
Non-controlling interest 80 202 73 270
Total equity 809 032 755 842
Interest-bearing debt 19,21 343 600 335 742
Other non-current liabilities 19,21 10 713 -
Lease liability 13 24 730 27 453
Pension liabilities 6 5 813 6 369
Deferred tax 8 8 288 7 988
Total non-current liabilities 393 144 377 552
Interest-bearing debt 19,21 51 900 60 043
Lease liability 13 16 986 12 641
Bank overdraft 16,19 - 24 098
Trade payables 21 68 489 64 017
Liabilities for current tax 8 11 928 12 147
Public duties payable 21 28 991 27 560
Other short-term liabilities 21,22 82 330 72 479
Total current liabilities 260 623 272 984
Total equity and liabilities 1 462 799 1 406 378
Lysaker, April 25 2025
Board of Directors, Borgestad ASA
Glen Ole Rødland
Chairman
Wenche Kjølås
Board Member
Helene Bryde Steen
Board Member
Jan Erik Sivertsen
Board Member
Jacob Andreas Møller
Board Member
Pål Feen Larsen
CEO
The document is electronically signed.
44 BORGESTAD ASA
Annual Report 2024
Consolidated statement of cash flows
NOK 1 000 Note 2024 2023
Profit before taxes and minority interest 82 285 -37 283
Income taxes paid -12 147 -1 681
Profit/(loss) on shares and other investment activities - 1 306
Depreciation 12,13 34 733 31 750
Impairment of non-current assets 10 - 90 126
Sales loss/(gain) non-current assets -5 484 27
Change in short term receivables, liabilities and inventories 49 914 82 667
Cash flow from operating activities 149 301 166 913
Investment in fixed tangible and intangible assets 12 -12 220 -37 912
Investments in shares -13 194 -
Sale of fixed assets 6 079 1 328
Cash flow from investment activities -19 335 -36 584
Proceeds from issuing new shares - 296 729
Repayment of borrowings 19 -17 161 -312 498
Net change bank overdraft 19 -24 098 -34 439
Payment of lease liabilities 13 -20 933 -18 492
Cash flow from financial activities -62 192 -68 700
Net cash flow this year 67 774 61 629
Liquidity at beginning of the period 152 688 91 059
Liquidity at the end of the period 16 220 462 152 688
45 BORGESTAD ASA
Annual Report 2024
Consolidated statement of change in equity
NOK 1 000
Share
capital
Share
premium
reserve
Other
paid-in
capital
Treasury
shares
Fair value
reserve of
debt
instruments
at FVOCI
Translation
differences
Total
other
equity
Non-
controlling
interests
Total
equity
Equity as at 01.01.2023 152 491 335 382 -80 13 560 123 546 -171 691 54 665 507 873
Share capital decrease
by transfer to other
paid-in capital -114 362 114 362 -
Issue of share capital 312 500 -15 771 296 729
Other change -8 -72 80 -
Profit/(loss) for the year -106 391 28 110 14 690 -63 592
Net other
comprehensive income -1 388 -7 406 24 059 -4 347 3 915 14 832
Equity as at 31.12.2023 350 621 211 759 114 362 - 6 154 147 605 -147 929 73 270 755 842
Equity as at 01.01.2024 350 621 211 759 114 362 6 154 147 605 -147 929 73 270 755 842
Issue of share capital - -
Share capital decrease
by transfer to other
paid-in capital -315 559 315 559 -
Purchase of shares in
subsidiaries -2 392 -10 743 -13 135
Profit/(loss) for the period 45 229 16 535 61 764
Net other
comprehensive income -13 178 18 403 -1 803 1 140 4 560
Equity as at 31.12.2024 35 062 211 759 429 921 -7 025 166 008 -106 894 80 202 809 032
46 BORGESTAD ASA
Annual Report 2024
Annual Report 2024
Borgestad Group
Notes to the
consolidated financial
statements
Note
1
Corporate information
Borgestad ASA is an investment company focused on real estate and refractory.
Borgestad ASA is a public listed company on the Oslo Stock Exchange with the ticker “BOR” and are domiciled in
Norway. The office address is Fornebuveien 1, 1366 Lysaker, Norway.
Note
2
Basis for preparation and estimates and assumptions
Statement of compliance
Borgestad has prepared its consolidated financial statements in accordance with IFRS© Accounting Standards as
adopted by the EU as of December 31, 2024, and Norwegian disclosure requirements pursuant to the Norwegian
accounting act as of December 31, 2024.
The consolidated financial statements have been prepared under the historical cost convention. The preparation of
financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise
its judgement in the process of applying the company’s accounting policies. Areas involving a higher degree of judge
mentor complexity, or areas where assumptions and estimates are material to the consolidated financial statements.
The consolidated accounts as of December 31, 2024, have been approved by the company’s board on April 25, 2025
and will be presented for approval at the ordinary general meeting on May 28, 2025.
Change in comparative figures
Correction of value for investment property in Q3’23 to the total of MNOK 90,126 results in a change in write -down
from 94,298 to 90,126 in 2023 figures. The differences of 4,172 are currency effect and resulted in a reduction in
currency gain in the 2023 figures. The differences of 4,172 are currency effects and resulted in a reduction in currency
gain in the 2023 figures. In the income statement, EBITDA has been removed but is shown in note 3 Segment.
information. The financial items are shown with only two lines, income and cost, but are specified in note 7 Financial
income and financial cost.
47
BORGESTAD ASA
Annual Report 2024
Consolidation principles
The Group’s consolidated financial statements comprise the parent company and its subsidiaries as of December 31,
2024. An entity has been assessed as being controlled by the Group when the Group is exposed for or have the rights
to variable returns from its involvement with the entity and has the ability to use its power over the entity to affect the
amount of the Group’s returns.
Thus, the Group controls an entity if and only if the Group has all the following: power over the entity; exposure, or
rights, to variable returns from its involvement with the entity; and the ability to use its power over the entity to affect
the amount of the Group’s returns.
There is a presumption that if the Group has the majority of the voting rights in an entity, the entity is considered as
a subsidiary. To support this presumption and when the Group has less than a majority of the voting or similar rights
of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over
the entity. Including ownership interests, voting rights, ownership structure and relative power, as well as options
controlled by the Group and shareholder’s agreement or other contractual agreements. The assessments are done for
each individual investment.
The Group re-assesses whether or not it controls an entity if facts and circumstances indicate that there are changes
to one or more of the three elements of control.
Business combinations are accounted for by using the acquisition method. Consolidation of a subsidiary begins when
the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies
into line with the Group’s accounting policies. All intra-Group assets and liabilities, equity, income, expenses and cash
flows relating to transactions between members of the Group are eliminated in full on consolidation.
Non-controlling interests is presented separately under equity in the Group’s balance sheet.
Currency
Functional
currency
and
presentation
currency
The consolidated accounts are presented in Norwegian kroner (NOK). Transactions carried out by the respective
Group companies are recorded in the currency that is generally used in the economic environment where the units
operate (functional currency). For the balance sheet, the exchange rates as of December 31 are used, while average
exchange rates are used in the profit and loss.
Classification of items in the balance sheet
Current assets and short-term liabilities include items due for payment within one year of the balance sheet date, as
well as items linked to the product cycle if this is later. The short-term part of long-term debt is classified as short-
term debt. Financially motivated investments that the Group expects to realize within one year after the balance sheet
date are classified as current assets, other assets are classified as fixed asset.
Related parties
Parties are considered to be closely related if one party has the opportunity to directly or indirectly control the other
party or has significant influence over the other party with regard to financial and operational decisions. Parties are
also closely related if they are subject to joint control or are under joint significant influence. All transactions between
related parties are based on the arm’s length principle (assumed market value).
Segments
For management reporting purposes, the Group is organized into business units based on its activities and has three
reportable segments. The financial information relating to segments is presented in Note 3 Segment.
48
BORGESTAD ASA
Annual Report 2024
Changes in accounting principles and note information
No changes in IFRS with effect for the 2024 accounts have been relevant or implemented the in 2024.
New accounting standards
The consolidated financial statements will be affected by IFRS amendments in the future. Many IFRS projects are
finalised, but some of them have either not been finally adopted or not been endorsed by the EU. It is highly likely that
many of these projects will be adopted.
The Group’s intention is to adopt the relevant new and amended standards and interpretations when they become
effective and approved by EU. Amendments and interpretations that apply for the first time in 2025, do not have an
impact on the consolidated financial statements of the Group.
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.
Furthe rmore, 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.
IFRS 18 also requires disclosure of newly defined management-defined performance measures, subtotals of income
and expenses, and includes new requirements for aggregation and disaggregation of financial information based on
the identified ‘roles’ 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 ‘profit or loss’ to
‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest.
In addition, there are consequential amendments to several other standards. and the amendments to the other
standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted
and must be disclosed. IFRS 18 will apply retrospectively. The Group is currently working to identify all impacts the
amendments will have on the primary financial statements and notes to the financial statements.
Use of estimates and discretionary valuations
The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and
information on potential liabilities. This particularly applies to the depreciation of tangible fixed assets, investment
property and impairment of goodwill. Future events may lead to these estimates being changed. Estimates and their
underlying assumptions are reviewed on a regular basis and are based on best estimates and historical experience.
Changes in accounting estimates are recognised during the period when the changes take place. If the changes also
apply to future periods, the effect is divided among the present and future periods.
The main areas for assessments and associated estimate uncertainty at the time of the balance sheet are stated and
explained below:
49
BORGESTAD ASA
Note Estimate/assumptions 2024 2023 Fixed assets, intangible 12Recoverable amount for impairment assessment and 81 201 83 455 assets estimation of remaining useful life and scrap value Right-of-use assets 13 Leases 35 751 33 902 Investment properties 10,12Recoverable amount for impairment assessment and 729 553 701 407estimation of remaining useful life and scrap value Goodwill 14 Recoverable amount for impairment assessment 90 082 90 108 Deferred tax asset/ 8 Assessment of the ability to exploit tax positions in the 44 864 55 822 Deferred tax future
Annual Report 2024
Note
3
Segment Information
Real estate
The Group’s largest real estate investment is the Agora Bytom shopping center with a gross area of 52,000 sqm,
and a letting area of just over 30,000 sq m in Bytom in Poland. The center was opened on November 15, 2010. As of
December 31, 2024, there are 112 (110) shops in the center.
Refractory
The refractory segment develops, manufactures and delivers refractory products, installations and concept solutions
to industrial customers through the Höganäs Borgestad Group. Products that can withstand heat above 1,250 °C
are defined as refractory. Refractory materials can be defined as bricks or monolithics and are produced in many
different varieties depending on the area of use. Refractory materials are mainly used to protect production equipment
in processing industries with high temperatures. The products also contribute to efficient utilization of energy. The
business has a leading position within the refractory industry in the Nordics and the segment has a global presence
within selected refractory application areas.
Other activities
The segment mainly consists of operations in the parent company Borgestad ASA and the holding companies
Borgestad Industries AS and Borgestad Industries AB.
Operating segments
50
BORGESTAD ASA
Real Estate RefractoryOther activities Eliminations Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Revenue - external 62 420 57 370 1 077 809 1 048 724 24 101--1 140 2531 106 195Revenue - within the group --45 45 2 950 --2 995 -45 --Other income 14 203 11 826 9 509 23 396 5 463 -29 175 35 222 Total revenue and other income 76 62269 196108736310721658 438 101-2 995 -45 1 1694281141417Supplies and subcontracting --349 958 315 801 ----349 958 315 801 Materials 608 527 178 379 266 241 ----178 987 266 768 Total supplies, subcontracting and materials 608 527 528 338 582 043 - - - - 528 946 582 570 Salaries and management payment 4 320 3 948 274 800 251 7117 519 3 387 --286 639 259 046 Social security contributions 690 601 63 098 53 261 1 245 984 --65 032 54 845 Pension costs --21 40316 427 308 211--21 71116 638 Other personnel costs 32 28 21 38516 445 55 105 --21 473 16 578 Total salaries and personnel expense 5 041 4 577 380 687 337 844 9 1274 687 - - 394 855 347 108
Annual Report 2024
51
BORGESTAD ASA
Other information about the business areaReal Estate Refractory Other activities Eliminations Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Investments 1 785 5 722 10 435 31 293 - 898 - - 12 220 37 912 Depreciation 8 658 8 458 25 024 22 365 380 256 67167134 733 31 750 Guarantees - - 14 261 21 148- - - - 14 261 21 148
Total assets and liabilities by locationNorway Poland Sweden Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Total assets 305 528 253 990 774 567 738 662 316 389 357 307 66 315 56 419 1 462 799 1 406 378 Total liabilities 78 457 38 249 371 973 351 949 165 191213 725 38 145 46 613 653 766 650 536
TotalassetsandliabilitiesintosegmentsReal Estate RefractoryOther activities Eliminations Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Total assets 774 847 1 008 371 635 738 598 844 749 801 1 003 573 -697 588 -1 204 4111 462 798 1 406 378 Total liabilities 559 403 759 067 269 296 289 435 10 258 283 429 -185191-681 395 653 766 650 536
Real Estate RefractoryOther activities Eliminations Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Consultancyfees and external personnel 8 497 9 425 8 711 7 035 7 078 6 323 --24 286 22 782 Travel costs 148 14121 64818 738 371 269 --22 167 19 148 Other operating costs 21 03517 438 41 834 24 519 1 856 2 044 -4 620 -1 67060 105 42 331 EBITDA 41 293 37 088 106146101 986 -9 994 -13 2221 6251 625139 069127 478 Depreciation and amortisation 8 658 8 458 25 024 22 365 380 256 671 671 34 733 31 750 Impairments -90 126 -------90 126 Operating income/(loss)32 634 -61 49681 12279 621-10374-13 478954 954 104 336 5 601 Group contribution received ----29 991 --29 991 ---Net agio/disagio 1 330 4 265 0 0 8 899 17 704 -8 843 -15 606 1 386 6 363 Impairment of financial assets -----1 287-88 866 1 287 87 560 --1 306Net other financial items -28 460 -24 318 -11393-21 621 19 183 7 381 -2 767 -9 382 -23 437 -47 940 Profitbeforetax5 504 -81 54969 728 58 000 46 413 -77 260-39 360 63 525 82 286 -37 283
Annual Report 2024
Note
4
Revenues and geographical breakdown
According to IFRS 15, the Group must recognize the income when the delivery obligations are fulfilled or alternatively
as the delivery obligations are fulfilled. This happens when the customer has taken over control of the product or
service linked to a given delivery obligation. Apart from non-quantifiable framework agreements, the income is order-
driven.
The Group recognizes income from the following three main sources:
Ongoing sales of refractory products
Sale of installation and maintenance services to the refractory industry
Rental income as a lessor
◆
◆
◆
For the Refractory segment, income mainly consists of deliveries of refractory materials or other goods to various
types of customers as well as installation services. Transaction prices for refractory materials are set and measured
per ton, while transaction prices for installation and maintenance services are set in delivery agreements and project
agreements. Income from the sale of these goods is recognized in the income statement when delivery has taken
place. Most of segment refractory’s deliveries of refractory products have the time of delivery at the time of handover
to the carrier. Installation service and maintenance projects have a relatively short duration and are recognized as
revenue in line with progress.
Installation and maintenance services of refractory materials are seasonal and there is little activity at the beginning
and end of the year. Installation projects and maintenance services of refractory materials normally have a short
time horizon and the delivery times for the transfer of goods and services are clear. The service performed and the
delivery of goods are also easy to quantify. Accrual of income is therefore followed by quantified achieved degree of
completion for installation and maintenance projects. Accrued costs are taken into account in the final invoicing upon
handover of the project.
Warranty obligations related to the sale of refractory products, installation and maintenance services cannot be sold
separately and the Group’s warranty give customers assurance that the products meet the set requirements. The
Group will recognize guarantee obligations in accordance with IAS 37..
52
BORGESTAD ASA
Annual Report 2024
None of the company’s customers individually account for more than 10 percent of the turnover. This applies to both
2024 and 2023.
53
BORGESTAD ASA
Other income 2024 2023 Profit from the sale of operating assets 5 466 23 Commission and joint costs when renting out property 14 200 11 803 Interest on late payment from Vienna Arbitration case - 19 694 Other incomes 9 509 3 702 Totalotherincome29 17535 222
GeographicalrevenuebysegmentReal Estate Refractory Other activities Eliminations Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Norway - - 343 427 277 382 2 975 101-2 995 -45 343 406 277 438 Poland 62 420 57 370 - 818 - - - - 62 420 58 188 Sweden - - 411 468 379 634 - - - - 411 468 379 634 Finland - - 193 301 258 585 - - - - 193 301 258 585 Scandinavia, others - - 6 534 3 405 - - - - 6 534 3 405 Europe, others - - 108 093 84 335 - - - - 108 093 84 335 Asia - - 10 694 32 860 - - - - 10 694 32 860 Africa - - 3 876 3 119 - - - - 3 876 3 119 Other - - 461 8 631 - - - - 461 8 631 Sum 62 420 57 370 10778541 048 7692 975 101-2 995 -45 11402541 106 195
Annual Report 2024
Note
5
Salaries, personnel expenses and shares owned by the
board of the directors
Management remuneration
The guidelines for management remuneration are available on Borgestad ASA’s website. The remuneration to the
Group Executive Operational Management Team and Board of Directors is disclosed below.
During the financial year 2024, no loans or guarantees have been given to senior employees or board members in the
Group.
54
BORGESTAD ASA
Remunerationpaidtoboardmemberandexecutivemanagementin2024Board Audit Remuneration Other remuneration Committee committe Salary remuneration Pension Bonus Total Pål Feen Larsen ---2 833 189 135 600 3 757 CEO Frode Martinussen ---1 978 14 50 -2 042 CEOsegmentR efractoryBendik Persch Andersen ---529 2 35 -566 Head of M&A, IR and Coprporate Governance, from September 15, 2024Glen Ole Rødland* 639 -15----654 Chairman of the boardJacob Møller 210 -15----225 Board memberJan Erik Sivertsen 320 31 -----351 Board member* Helene Steen* 320 31 -----351 Board memberWenche Kjølsås 213 105 -----318 Board memberTotal 1 70216730 5 340 205 220 600 8 264 *Corona Maritime AS, which is controlled by Glen Ole Rødland, has a consultancy agreement with Borgestad ASA. In 2024 NOK 1,5 28,437 was invoiced, and in 2023 NOK 824,662 was invoiced. Rødland was elected chairman of Höganäs Borgestad Holding AB in June 2023, wh ere a board fee of SEK 200,000 has been paid in 2024 for the period 2023/2024. *Jan Erik Sivertsen and Helene Steen was both elected board members of Höganäs Borgestad Holding AB in June 2023, where a board fee of SEK 100,000 has been paid in 2024 for the period 2023/2024.
SalariesandpersonnelexpensesNOK1000 2024 2023 Salaries 286 639 259 046 Social security costs 65 032 54 845 Pension costs 21 71116 638 Other personnel costs 21 473 16 578 Total expenses 394 855 347 108 Average number of employees 410 373
Annual Report 2024
During the financial year 2023, no loans or guarantees have been given to senior employees or board members in the
Group.
55
BORGESTAD ASA
Auditor’s remuneration 2024 2023 Audit 3 650 2 593 Audit related services 121631 Tax related services 186 - Other services -203 Total 3 957 3 427
Sharesownedorcontrolledbythecompany'smanagement,Number of theboardofdirectorsandtheirrelatedparties: shares Percent 1) Jan Erik Sivertsenboard member 10 462 736 29,84 % 2) Helene Steenboard member 5 750 000 16,40 % 3) Glen Ole RødlandChairman of the board 1 707 7594,87 % 4) Jacob Møllerboard member 1 217 9943,47 % Pål Feen Larsen, CEO 138 241 0,39 % 5) Wenche Kjølåsboard member 100 000 0,29 % Bendik Persch Andersen, Head of M&A, Corp. dev. and IR 57 000 0,16 % Total 19 433 73055,43 % 1)AppliestothecompanyKontrariAS,whereJanErikSivertsenisgeneralmanager2)AppliestothecompanySESAS,whereHeleneSteenisprincipal/CFO3)AppliestothecompanyGrossManagem entAS,whereGlenOleRødlandandcloserelativescontrols100%oftheshares4)AppliestothecompaniesPlootInvestASandDioneAS,bothcontrolledbyJacobMøller5)AppliestothecompanyJawendelAS,whereWencheKjølåsandcloserelativescontrols100%oftheshares
Remunerationpaidtoboardmemberandexecutivemanagementin2023Board Audit Other remuneration Committee Salary remunerationPension Bonus Total Pål Feen Larsen --2 800 184 125 -3 109 CEO Frode Martinussen --875 7 20 -901 CEOsegmentR efractoryfrom1stofAugust2023Glen Ole Rødland 200 -----200 ChairmanoftheboardfromJune2023Jacob Møller 564 15----579 Chairman of the board until June 2023, board member from June 2023* Jan Erik Sivertsen 275 15----290 Board member Helene Steen 275 15----290 Board member Wenche Kjølsås 100 50 ----150 BoardmemberfromJune2023Gudmund Bratrud 175 -----175 DeputymemberuntilJune2023Anne Sofie Tønseth Markman 175 15----190 BoardmemberuntilJune2023Odd Rune Austgulen 175 -----175 BoardmemberuntilJune2023Total 1 9391103 675 191145- 6 059 *Ploot Invest AS, which is controlled by Jacob Møller, had a consultancy agreement with Borgestad ASA in 2023, NOK 27,853 was invoiced. The agreement is terminated by both parties in 2023. Jacob Møller was elected chairman of Höganäs Borgestad Holding AB until June 2023, where a board fee of SEK 150,000 has been paid in 2023 for the period 2022/2023.
Annual Report 2024
Note
6
Pension expenses and pension liabilities
All employees in the Norwegian companies are included to a collective occupational pension scheme. The company’s
pension schemes meet the requirements of the occupational pensions act in Norway and similar legislation in
Sweden, Finland and Poland. The contribution plan covers full - and part-time employees and amounts to between 2
and 8 per cent of the salary.
All Norwegian companies in the Group with employees are members of the joint scheme for AFP. The AFP obligation
is not recognized because the scheme is a multi-enterprise scheme where sufficient and reliable information is not
available to be able to measure the Group’s proportional share of pension cost, pension obligation and pension assets
in the scheme. Certain companies in the Group have an unsecured early retirement scheme for their employees where
the employee is entitled to benefits in addition to the ordinary retirement pension and AFP in the event of voluntary
resignation before the age of 67. The benefits from these companies will increase the later retirement pension/AFP is
withdrawn.
The scheme was formalized in 2010 in connection with the new public pension reform from 2011 and was closed to
new employees from and including 2012.
The Group’s pension obligations mainly apply to the closed pre -pension scheme and the closed operating pension
scheme in Borgestad ASA.
In 2024, the Group paid a total of TNOK 20,566 in pension premiums and TNOK 771 in current pension over
operations. For 2025, it is estimated that the Group will pay TNOK 21,800 in pension premiums and TNOK 788 in
ongoing pensions over operations.
The average age of the active employees included in the collective benefit -based scheme is relatively high, as the
scheme was closed in 2012. The high average age means that changed assumptions in connection with the discount
rate, wage growth and pension adjustment become relatively insignificant for the gross pension obligation. Sensitivity
analysis have therefore not been prepared.
56
BORGESTAD ASA
Totalpensionexpenserecognisedinprofitandloss 2024 2023 Pension expense recognised from defined benefit plans 374 371 Contributions to defined contribution plans 21 33716 267 Total pension expense recognised in profit and loss 2171116 638
Numberofpeopleintheagreementattheendoftheyear: Secured Unsecured Number of active 5 1Number of retired 12
Annual Report 2024
57
BORGESTAD ASA
Totalpensionexpenserecognisedinprofitandloss 2024 2023 a)Secured: Plan assets -5 792 -5 390 Defined benefit obligation 5 667 5 136 Net defined benefit asset(-) / liability -125 -254b)Unsecured: Pension liabilities 5 813 6 369 Prepaid pension -125-254 Pensionliabilitiesincludingsocialsecuritytax5 813 6 369 Actuarial gains and losses on defined benefit pension plans Encountered actuarial gains and losses on pension liabilities secured schemes (ne-gative sign is losses) -343 -431 Encountered actuarial gains and losses on pension liabilities unsecured schemes (negative sign is losses) -321 -1 388Total actuarial gains and losses on defined benefit pension plans recognised over OCI -664 -1819
Annual Report 2024
Note
7
Financial income and financial cost
58
BORGESTAD ASA
Financeincomeandfinancecost 2024 2023 Interest income 6 412 1 763 Foreign currency gains 1 398 6 380 Other financial income 4 379 4 828 Financial income 12 19012 971Interest cost -22 697 -47 046 Interest cost leases -4 707 -4 864 Foreign currency loss -12 -19 Write down on finacial asset --1 306Other financial cost -6 825 -2 622 Financial cost -34 241 -55 856 Net other financial income/(-) cost-22 051-42 885
Annual Report 2024
Note
8
Income tax
Tax
Tax expense consists of payable tax and changes in deferred tax. Deferred tax liability and deferred tax assets are
calculated on all differences between the accounting and tax value of assets and liabilities with the exception of:
temporary difference related to goodwill which is not tax deductible
temporary differences related to investments in subsidiaries or associated companies if the Group controls the timing
of when the temporary differences will be reversed, and this is not expected to happen in the foreseeable future.
◆
◆
Deferred tax assets are recognized in the balance sheet when it is likely that the company will have sufficient tax
profits in later periods to make use of the tax advantage. Accounting for deferred tax assets is subject to relatively
strict requirements regarding the likelihood of actual future utilization. The accounting for this is therefore based on
comprehensive assessments. Any changes in the estimate are included in the tax cost for the year.
Deferred tax assets and liabilities are measured based on the expected future tax rate of the companies in the Group
where temporary differences have arisen. Deferred tax is presented net when there is a legal right to set off payable
tax against tax benefits within the same tax system, and the Group is expected to make a net settlement.
Current taxes and changes in deferred tax are taken to other comprehensive income to the extent that they relate to
items that are included in other comprehensive income.
ReconciliationoftaxexpensetoNorwegiannominalstatutorytaxrateIncome (loss) before tax 82 285 -37 283 Expected income taxes at statutory tax rate 10 459 -6 528 Non deductible expenses 17 581 6 648 Changes in unrecognised deferred tax asset -7 519 26 189 Tax expense 20 52126 309
TaxeffectsoftemporarydifferencesandtaxlosscarryforwardsgivingrisetodeferredtaxassetsandliabilitiesCurrent asset -63 480 -98 014 Property, plant and equipment 2 122 -3 049 Revaluation account currency 48 211 35 829 Pensions -1 221-1 442Other non-current liabilities 670 432 Long term debt -1 8931 130Profit and loss account 4 670 4 305 Accrual Fund Sweden 4 645 4 420 Tax loss carryforwards -44 864 -55 822 Of which not recognized as tax asset 50 485 106 464 Net deferred tax assets (liabilities) -654 -5 746 Deferred tax assets 8 941 13 734 Deferred tax liabilities -8 288 -7 988
59
BORGESTAD ASA
Income tax expense 2024 2023 Current income tax expense 14 482 12 147 Changes in deferred tax 6 039 14 162 Tax expense 20 52126 309
Annual Report 2024
Deferred tax asset
Deferred tax assets are calculated based on temporary differences which are assumed to be reversed in the
foreseeable future. When entering the deferred tax asset in the balance sheet, the Group has assessed whether it is
likely that the Group can make use of the calculated deferred tax asset through future earnings. When it has not been
proven that the calculated tax asset can be utilized against future earnings, a limitation has been made in the balance
sheet entry of the deferred tax asset.
The limitation in deferred tax assets relates to Norway and is a result of carry-forward losses that cannot be expected
to be used against future tax-related operating income/profits in the foreseeable future.
Deferred tax assets in Sweden are restricted from utilization until the tax year 2024 due to a Group freeze following
the reorganization in 2018 and 2019. It is estimated that the carry forward loss will be used in the years 2024 and
2025 due to expected increased profitability in the Swedish companies.
Deficits carried forward in Norway and Sweden can be used for the foreseeable future, as the utilization of these
deficits is not time limited. Deficit carryforwards in Poland have a limitation on utilization of five years.
Note
9
Earnings per share
Earnings per share is calculated by dividing the majority’s earnings related to ordinary shareholders in the parent
company by a weighted average number of outstanding shares in the financial year.
Diluted earnings per share are calculated by dividing the majority’s earnings related to ordinary shareholders in the
parent company by the average number of outstanding shares in the financial year plus a weighted average of the
shares, conversion rights or options that can potentially be converted into ordinary shares. As of December 31, 2024,
and 2023, there was no difference between earnings per share and diluted earnings per share in Borgestad.
Result per shareTotal profit attributable to equity holders of the parent 45 229 -78 281 Basic and diluted earnings per share 1.29-0.23
60
BORGESTAD ASA
Basis of calculation 2024 2023 Weighted average number of ordinary shares 35 062 339 983 Weightedaveragenumberofshares35 062 339 983
Taxlosscarriedforward 2024 2023 Norway 38 678 45 766 Sweden 5 932 10 057 Poland 254 -Totaltaxlosscarriedforward44 864 55 822
Annual Report 2024
Note 10
Investment property
Investment property
The Group’s investment property is listed at acquisition cost, less accumulated depreciation and write -downs.
Acquisition cost includes transaction costs for purchase, and design costs, direct labour costs, borrowing costs, other
direct costs and related fixed costs for construction or development. Expenses are added to the investment property
if it is likely that these will provide future value, and the expense can be measured reliably. Other expenses for repair
and maintenance are recognized in the income statement in the period in which they are incurred. The investment
properties are depreciated on a straight-line basis over their expected lifetime.
See note 12 for specification for changes in the carrying amount. Carrying amount for Agora Bytom is MNOK 729.6
while the estimated fair value MNOK 743.2 or MEUR 63.9.
Investment property
During the financial year, Management did not identify any indicators of impairment for Agora Bytom. The recoverable
amount of Agora Bytom has been determined based on the highest value of its fair value less cost of disposal and its
value in use, and the recoverable amount used in the Group’s annual report based on value in use. The fair value of
the investment property is estimated to be the same value range as value in use, but with deduction of transaction
costs. The value in use was calculated using discounted cash flow projections from financial forecasts approved by
Management covering a ten-year period. The accounting standard suggests using a five -year cash flow projection
period for these tests. However, Management considers using a longer projection period reflects the business
cycle more accurately, providing a more realistic estimate of the asset’s value. The assessment is supported by
the Company’s history of a good track record of extending or re-leasing the area to other tenants. Furthermore,
Management believes that utilizing longer periods aligns with market practice. Management acknowledge that a
longer projection period introduces more uncertainty into the cash flow estimates, however Management believes that
the reliability of the Groups data and robust forecasting methods supports a ten -year cash flow projection.
The value in use estimate is based on significant unobservable inputs. These inputs include:
Discount
Rate
The present value of future cash flows was calculated using a pre-tax discount rate of 8.6% and a post-tax discount
rate of 7.4%. These rates reflect current market assessments of the time value of money and the risks specific to
Agora Bytom. The discount rate is calculated by an applicable market WACC.
61
BORGESTAD ASA
Specification 2024 2023 Rental income 79 259 69 146 Direct operating expenses generating rental income 31 93032 051 Depreciation 8 658 8 458 Write downs -90 126 Depreciation method: Linear Economic life 100 years 100 years
2024 2023 Carrying amount shopping Center, Poland 729 553 701 407
Annual Report 2024
Rent per sqm
Rent level is estimated to be at EUR 15.25 per sqm per month in 2025 and is forecasted to increase at a steady growth
rate of 2%. Estimated rent at EUR 15.25 per sqm is estimated based on signed leases at EUR 16.81 per sqm with
deduction of discounts to tenants.
Vacancy
Estimated vacancy rates are based on current and expected future market conditions in line with the average market
vacancy in the Polish region Agora Bytom operates in. Estimated vacancies included in terminal period are at 4
percent.
Capitalization
expenses
Capitalization rates are based on actual location in Poland, size and quality of the properties and taking into account
market data at the valuation date. Management anticipates a rise in capital expenditure towards the conclusion of the
projected timeline, attributable to climate risk considerations, to ensure adherence to regulatory standards.
Terminal
value
Cash flows beyond this ten-year period were extrapolated using a steady growth rate of 2%, which is consistent with
the long-term average growth rate for the industry.
Sensitivities
The below tables show the calculated value in use, valuated in euro, for the investment property given changes in the
different assumptions.
62
BORGESTAD ASA
VacancyinterminalWACC 7.00 % 6.00 % 5.00 % 4.00 % 3.00 % 2.00 % 1.00 % 3.00 %2.00 %1.00%- -1.00 %-2.00%-3.00 % 6.40 % 75 990 76 796 77 602 78 408 79 214 80 020 80 826 6.90 % 68 342 69 037 69 732 70 427 71 122 71 81772 512 7.40 % 62 11662 722 63 327 63 933 64 539 65 144 65 750 7.90 % 56 948 57 480 58 013 58 546 59 078 59 611 60 144 8.40 % 52 589 53 061 53 533 54 005 54 477 54 949 55 421 8.90 % 48 863 49 284 49 705 50 125 50 546 50 967 51 388
TerminalgrowthWACC 0.50 % 1.00 % 1.50 % 2.00 % 2.50 % 3.00 % 3.50 % 5.90 % 70 578 75 313 81 13188 453 97 948 110 752 128 961 6.40 % 64 496 68 270 72 818 78 408 85 443 94 565 106 866 6.90 % 59 373 62 430 66 056 70 427 75 798 82 558 91 324 7.40 % 55 000 57 510 60 448 63 933 68 134 73 296 79 793 7.90 % 51 223 53 309 55 722 58 546 61 896 65 934 70 897 8.40 % 47 929 49 680 51 685 54 005 56 720 59 941 63 824 8.90 % 45 032 46 514 48 197 50 125 52 356 54 968 58 065
Annual Report 2024
Depreciation and write-downs
The Group’s operating assets are depreciated and assessed in terms of write-down according to the principles described in
the introduction. Depreciation is calculated using the straight-line method over the following useful life.
Estimate uncertainty related to depreciation
When calculating depreciation for the operating assets, the economic lifetime and the residual value at the end of their
useful life are based on estimates.
Lease contracts
The Group enters into contracts for the rental of real estate (investment property). For non-cancelable leases, the minimum
rental income for consolidated investment properties is due as follows:
When converting from EUR to NOK for future rental income for Agora Bytom Sp. z o.o. an exchange rate of NOK/EUR
11.6249 for the 2024 figures and NOK/EUR 11.4242 for 2023 figures has been applied.
63
BORGESTAD ASA
Lease contractsat 31.12havethefollowing maturitystructuremeasuredinannual rent 2024 2023 1 year57 215 55 897 1 < 5 years127 476 124 921 >5 år 36 373 22 651 Total 221 063 203 469
Rent/sqmWACCEUR / Sqm->14.814.915.115.315.415.615.7%-change->-3.00 %-2.00 %-1.00 %0.00 % 1.00 % 2.00 % 3.00 % 5.90 % 85 662 86 592 87 522 88 453 89 383 90 313 91 243 6.40 % 75 934 76 759 77 583 78 408 79 233 80 057 80 882 7.40 % 61 915 62 588 63 260 63 933 64 605 65 278 65 950 7.90 % 56 698 57 314 57 930 58 546 59 162 59 778 60 393 8.40 % 52 300 52 869 53 437 54 005 54 573 55 14155 709 8.90 % 48 543 49 071 49 598 50 125 50 653 51 180 51 708
CapexinterminalWACC 680 000 630 000 580 000 530 000 480 000 430 000 380 000 -150 000-100 000-50 000 - 50 000 100 000 150 0005.90 % 86 065 86 861 87 657 88 453 89 249 90 044 90 840 6.90 % 68 676 69 259 69 843 70 427 71 01171 595 72 178 7.40 % 62 406 62 915 63 424 63 933 64 442 64 951 65 459 7.90 % 57 203 57 651 58 098 58 546 58 993 59 441 59 888 8.40 % 52 816 53 212 53 608 54 005 54 401 54 798 55 194 8.90 % 49 065 49 418 49 772 50 125 50 479 50 832 51 186
Annual Report 2024
Note
11
Assets classified as held for sale
Non-current assets held for sale
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered
principally through sale rather than continuing use. Non-current assets and disposal groups classified as held for sale
are measured at the lower of their carrying amount and fair value less costs to sell and presented separately as assets
held for sale and liabilities held for sale in the statement of financial position.
The criteria for held-for-sale classification are regarded as met only when the sale is highly probable, and the asset
or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should
indicate that it is unlikely that significant changes to the plan will be made or that the plan to sell will be withdrawn. In
addition, management must be committed to the plan, and it is expected that the sale will be completed within a year.
Property, plant, and equipment and intangible assets are not depreciated or amortized once classified as held for sale.
Höganäs Bjuf Fastighets AB, an indirect subsidiary of Borgestad ASA, entered into a conditional agreement with Bjuv
municipality in Sweden on October 27, 2023, for a sale and leaseback transaction for two properties in Sweden where
the Group’s production plant and other production facilities for refractory products are located.
Borgestad Group will sell the two properties, including the production facilities, to Bjuv municipality and then lease
the production facilities back to continue its production of refractory products in line with previous practice. Prior to
the completion of the transaction, the two properties will be transferred to a new wholly owned subsidiary of Höganäs
Bjuf Fastighets AB, and the transaction will be structured as a sale by Höganäs Bjuf Fastighets AB of the shares in this
subsidiary.
The transaction was approved by the Municipal Council of Bjuv December 11, 2023, but a complaint regarding the
approval from Bjuv municipality has been received prior to the expiration of the appeal period. The complaint relates
to the purchase price in the transaction and that this, in the claimant’s opinion, significantly exceeds the market value
of the two properties. The Administrative Court in Malmö (the “Administrative Court”) has processed the complaint.
According to the Administrative Court, Bjuv municipality has not provided sufficient documentation regarding the
valuation of the two properties. As a result, the Administrative Court has decided to revoke Bjuv municipality’s
approval of the Transaction. Bjuv municipality has in March 2025 appealed the Administrative Court’s ruling. The
approval of the transaction by Bjuv municipality will only become binding once the complaint has been finally resolved
in the claimant’s favor, and the completion of the transaction is conditional upon such binding approval.
Bjuv municipality and Höganäs Bjuf Fastighets AB entered into an amendment of the agreement regarding the long
stop date in November 2024. The original long stop date was set for December 31, 2024, but has been extended until
December 31, 2025.
In connection with the sale, the Group has outstanding interest-bearing debt to Nordea that will be repaid upon
completion of the transaction. Total amounts due at completion is MNOK 44.2 as of December 31, 2024. The loan
amount is classified as interest-bearing debt under current liabilities.
64
BORGESTAD ASA
Assets(NOK1000)31.12. 202 431.12.2023Buildings and plant 13 907 13 165 Total assets classified as held for sale 13 907 13 165
Annual Report 2024
Note 12 Property, plant and equipment, Intangible assets and
Investment property
Fixed assets
Fixed assets are entered in the balance sheet at acquisition cost less accumulated depreciation and write -downs.
When assets are sold or disposed of, the balance sheet value is deducted, and any loss or gain is recognized in profit
or loss. Depreciation is calculated using the straight-line method based on the assumed useful life and residual value
at the end of the useful life. The depreciation period and method are assessed annually to ensure that the method and
period used correspond to the financial realities of the fixed asset. The same applies to residual value.
Acquisition cost for fixed assets is the purchase price, including fees/taxes and costs directly related to putting
the fixed asset in condition for use. Expenses incurred after the asset has been put into use, such as ongoing
maintenance, are recognized in the income statement, while other expenses that are expected to provide future
financial benefits are recognized in the balance sheet.
Gains on disposal of fixed assets, investment properties and development projects are presented as other income.
Increases in the value of investment properties are only recognized in full or partial sales.
Borgestad ASA sold its former head office in Skien in 2024 with a profit of MNOK 5.5. The property was sold to the
company Gunnar Knudsens veg 144 AS. Borgestad ASA owns 10% of this company.
65
BORGESTAD ASA
Investment Land andAssets under Machinery Lisens, 2024 property buildings construction and vehicles trademark Total Cost at 1 January 1 176 72318 670 4 616 267 184 31 3951 498 588 Additions 1 838 2 490 541 6 945 407 12 220 Disposals -1 897-6 420 --9 568 --17 885Reclassification ---5 039 5 039 --Effects of changes in foreign exchange rates 58 393 31 74 4 483 524 63 506 Cost at31 December123505714 772192274 083 32 326 1556430-Accumulated depreciation and impairment at 1 January 475 316 5 396 -230 1182 897 713 727 Disposals -1 748-3 533 --9 104 - -14 385 Depreciation 8 658 573 -6 452 3 298 18 981 Impairments ------Effects of changes in foreign exchange rates 23 279 26 -3 950 100 27 354 Accumulated depreciation and impairment at 31 December 505 505 2 462 - 231 4166 294 745 677 Carryingamountat31December729 553 12 31019242 666 26 032 810 754
Annual Report 2024
Research and development
Expenses related to research activities are recognized in the income statement when incurred. Expenditures related to
development activities are recognized in the balance sheet to the extent that the product or process is technically and
commercially feasible and the Group has sufficient resources to complete the development. In this accounting period,
the Group has no development activities that satisfy the criteria for balance sheet entry.
The criteria for recognition of intangible assets in accordance with IAS 38 have not been met and all costs for
research and development have been expensed.
66
BORGESTAD ASA
Researchanddevelopment 2024 2023 Expenses, incl. salaries 6 992 6 560
Fixed assets Economic life Depreciation method Investment property 100 year linear Buildings 20 – 50 year linear Lisens, trademark 10 year linear Machinery and vehicles 3 – 20 year linear Land not depreciated not depreciated
Investment Land andAssets under Machinery Lisens, 2023 property buildings construction and vehicles trademark Total Cost at 1 January 1 100 29479 034 25 807 244 866 1 7211 451 722Additions 5 647 75 9 741 5 206 17 245 37 912 Disposals, and assets classified as held for sale --64 869 -18 384 -1 658--84 912 Reclassification ---14 395 2 087 12 308 -Effects of changes in foreign exchange rates 70 782 4 430 1 848 16 683 122 93 865 Cost at31 December117672318 670 4 61626718431 395 1 498 588Accumulated depreciation and impairment at 1 January 355 286 51 907-210 419 548 618 160 Disposals, and assets classified as held for sale - -51 704 --1 196- -52 900 Depreciation 8 458 924 -6 838 2 273 18 493 Impairments 90 126 ----90 126 Effects of changes in foreign exchange rates 21 4464 269 -14 057 75 39 847 Accumulated depreciation and impairment at 31 December 475 3165 396 - 2301182 897 713 727Carryingamountat31December701 407 13 274 4 61637 066 28 499 784 861
Annual Report 2024
Note 13
Leases
Leases
Identification of a lease
When entering into a contract, the Group assesses whether the contract is or contains a lease agreement. A contract
is or contains a lease if the contract transfers the right to control the use of an identified asset for a period of time in
exchange for consideration.
The Group as lessee
Separation
of
the
components
of
a
lease
For contracts that constitute or contain a lease, the Group separates lease components if it can benefit from the use
of an underlying asset either alone or together with other resources that are readily available to the Group, and the
underlying asset is neither highly dependent on nor closely connected to other underlying assets in the contract.
The Group then accounts for each individual lease component of the contract as a lease separately from non-lease
components of the contract.
Recognition
of
lease
agreements
and
recognition
exceptions
At the commencement date, the Group recognizes a lease liability and a corresponding right-of-use asset for all its
lease agreements, with the exception of the following applied exceptions:
Short-term leases (lease period of 12 months or less)
Assets of low value
◆
◆
For these leases, the Group recognizes the lease payments as other operating costs in the profit and loss account
when they are incurred.
Lease obligations
The Group measures lease obligations at the time of implementation at the present value of the lease payments that
are not paid at this time. The lease period represents the non-cancellable period of the lease agreement, in addition to
periods covered by an option either to extend or terminate the lease agreement if the Group with reasonable certainty
will (will not) exercise this option.
The rental payments included in the measurement of the lease liability consist of:
Fixed rental payments (including in reality fixed payments), minus any receivables in the form of rental incentives
Variable lease payments that depend on an index or an interest rate, first measured using the index or interest rate at
the time of commencement
Amounts expected to be paid for the Group in accordance with residual value guarantees
The exercise price for a call option, if the Group will with reasonable certainty exercise this option
Payment of a fine for terminating the lease, if the lease period reflects that the Group will exercise an option to
terminate the lease
◆
◆
◆
◆
◆
◆
The lease liability is subsequently measured by increasing the carrying amount to reflect the interest on the lease
liability, reducing the carrying amount to reflect lease payments made and re -measuring the carrying amount to
reflect any revaluations or changes to the lease, or to reflect adjustments in lease payments that resulting from
adjustments in indices or rates.
The Group presents its lease obligations on separate lines in the balance sheet.
Rights of use assets
The Group measures right-of-use assets at acquisition cost, less accumulated depreciation and impairment losses,
adjusted for any new measurements of the rental obligation. Acquisition cost for the right -of-use assets includes:
67
BORGESTAD ASA
Annual Report 2024
The amount from the initial measurement of the rental obligation
All rental payments at or before the commencement date, minus any rental incentives received
All direct expenses for the conclusion of the agreement incurred by the Group
An estimate of the expenses incurred by the lessee for dismantling and removing the underlying asset, restoring the
site where the unit is located, or restoring the underlying asset to the condition required by the terms of the lease,
unless these expenses are incurred during the production of the goods.
◆
◆
◆
◆
The Group applies the depreciation requirements in IAS 16 Property, plant and equipment when depreciating the right-
of-use asset, except that the right-of-use asset is depreciated from the time of implementation until the earlier of the
end of the lease period and the end of the right-of-use asset’s useful life.
The Group applies IAS 36 “Impairment of assets” to determine whether the right-of-use asset is impaired and to
account for any proven impairment losses.
The Group as a lessor
For contracts where the Group acts as a lessor, it classifies each of its leases as either an operating lease or a
finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to
ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the
risks and rewards incidental to ownership of an underlying asset.
The group as a lessor does not have any finance leases. See note 10 for rental income from leases.
Operating
leases
For operating leases, the Group recognizes lease payments as revenue, mainly on a straight -line basis, unless
another systematic basis is more representative of the pattern in which benefit from the use of the underlying asset
is diminished. Service charges and marketing income are recognized as other income. The Group recognizes costs
incurred in earning the lease income in other operating expenses. The Group adds initial direct costs incurred in
obtaining an operating lease to the carrying amount of the underlying asset and recognizes those costs as an expense
over the lease term on the same basis as the rental income.
Vehicles usually have a lease period of 3-5 years, machinery 3-10 years and buildings 10 years.
68
BORGESTAD ASA
Machinery and Buildings/ Right-of-use-assets 2024 equipment Vehicles Property Total Cost at 1 January 7 449 19 508 40 854 67 811Additions 548 10 324 2 295 13 167Disposals - - - - Effects of changes in foreign exchange rates and other changes 703 874 3 015 4 592 Cost at31 December8 700 30 706 46 164 85 570 Accumulated depreciation at 1 January 4 087 10 299 19 524 33 909 Disposals - - - - Depreciation 1 997 7 268 6 488 15 753 Effects of changes in foreign exchange rates and other changes 1276 67 155Accumulated depreciation and impairment at 31 December 6 096 17 643 26 079 49 817 Carryingamountat31December2 604 13 063 20 085 35 751
Annual Report 2024
Interest rates used in Norway are between 6.07 and 11.75 per cent, in Sweden between 11 and 12.50 per cent and in
Finland between 11 and 11.75 per cent. For the calculation of interest, mortgage debt in the various countries has been
adjusted with a risk supplement for the duration of the lease.
69
BORGESTAD ASA
Summaryofotherleaseexpensesrecognisedinprofitorloss 2024 2023 Operating expenses in the period related to short-term leases (including short-term low value assets) 870 616 Operating expenses in the period related to low value assets (excluding short-term leases included above) 197 120 Totalleaseexpensesincludedinotheroperatingexpenses1 067736
Summaryoftheleaseliabilities 2024 2023 Balance at 1st January 40 094 37 877 Additions 13 167 9 410 Lease payments -20 933 -18 492 Interest expense 4 707 4 864 Effects of changes in foreign exchange rates and other changes 4 681 6 435 Carrying amount at 31 December4171540 094
MaturityanalysisofcontractualundiscountedcashflowsUndiscounted liabilities 2024 2023 Less then one year 18 252 16 209 One to two years 12 315 12 784 Two to three years 8 841 7 901 Three to four years 6 983 5 720 Four to five years 4 316 4 072 More than five years 1 543 3 014 Totalundiscountedliabilitiesat31December52 25149 699
Machinery and Buildings/ Right-of-use-assets 2023 Vehicles equipment Property Total Cost at 1 January 14 215 9 546 36 278 60 039 Additions 6 920 130 2 360 9 410 Disposals -4 797 -2 249 -315 -7 362 Effects of changes in foreign exchange rates and other changes 3 170 22 2 531 5 724 Cost at31 December19 508 7 449 40 854 67 811Accumulated depreciation at 1 January 8 223 4 283 11 273 23 779 Disposals -4 797 -2 249 -315 -7 362 Depreciation 5 601 1 709 5 949 13 257 Effects of changes in foreign exchange rates and other changes 1 273 345 2 617 4 235 Accumulated depreciation and impairment at 31 December 10 299 4 087 19 524 33 909 Carryingamountat31December9 209 3 362 21 330 33 902
Annual Report 2024
Note 14
Goodwill
Goodwill
When purchasing a business, all acquired assets and liabilities are assessed for classification and assignment in
accordance with contract terms, financial circumstances and relevant conditions at the time of acquisition. The
difference between the consideration for acquisition and the fair value of net identifiable assets and liabilities at
the time of acquisition is classified as goodwill. When investing in affiliated companies, goodwill is included in the
investment’s carrying value.
Goodwill is entered into the balance sheet at acquisition cost, less any accumulated write -downs. Goodwill is not
written off but is tested at least annually for impairment. In connection with this, goodwill is allocated to cash -flow-
generating units or Groups of cash-flow-generating units that are expected to benefit from the synergy effects of the
business combination.
Impairment assessments of goodwill
Goodwill is not depreciated. In accordance with IFRS, the Group assesses annually whether there is a need for write-
down related to the balance sheet value of goodwill. The tests are carried out at the end of the year but are carried
out more often if there are indications of a need for write -down.
Goodwill arising from the acquisition of Norwegian companies/enterprises in 2006, 2007 and 2008 has a book value
of TNOK 46,071 as of December 31, 2024. In 2011, the Group acquired two Swedish companies and in connection with
this goodwill arose which is assessed at TNOK 36,919 per December 31, 2024. In 2015 and 2018, the Group acquired
two Finnish companies and in connection with these acquisitions’ goodwill arose which is assessed at TNOK 7,092
per December 31, 2024.
Höganäs Borgestad AS, Macon AB, Höganäs Borgestad AB, Höganäs Borgestad Energi & Ungsteknik AB and Höganäs
Borgestad Oy are all included in the Refractory segment.
Goodwill allocated to Höganäs Borgestad AB, Macon AB, Höganäs Borgestad Energi & Ungsteknik AB and Höganäs
Borgestad Oy is exposed to currency fluctuations.
Recoverable amount is the cash flow-generating unit’s value in use. When assessing whether there is a need to write
down goodwill, the recoverable amount is assessed against net assets, including goodwill on the balance sheet date.
If the recoverable amount exceeds net assets, there is no need for impairment.
Recoverable amount is based on value in use and calculated per cash flow generating unit/company. Assumptions
used when calculating value in use are cash flow forecasts which are based on budgets and business plans for each
70
BORGESTAD ASA
Allocated as follows: Company Höganäs Höganäs Höganäs Höganäs Borgestad Borgestad AS Borgestad AB Macon AB BorgestadOyEnergi&UgnsteknikAB Total Net carrying value 46 071 14 651 21 369 7 092 899 90 082
Goodwill 2024 2023 Cost at 1 January 90 108 87 165 Effects of changes in foreign exchange rates -26 2 943 Carryingamountat31December90 082 90 108
Annual Report 2024
cash flow generating unit for a five -year period (defined period). Growth in the period is assessed per cash flow
generating unit. An increase of 2 percent is included for turnover growth, both in the period before terminal period
and for terminal period. There are estimated improvements in EBIT margins in the five-year period according to the
business plan that is prepared by management and approved by the Board of Directors. Growth of 2 (0) percent is
assumed for the terminal period for all companies.
Prerequisites for investments in the five -year period and the terminal period are approximately the same or similar
to today’s depreciation for all cash flow-generating units. For all cash flow-generating units, with the exception of
Höganäs Borgestad AB, working capital are following a percentage of revenue according to achieved percentage of
working capital achieved in 2024. For Höganäs Borgestad AB positive one-off effects have been estimated from the
release of working capital, due to estimated general decrease of stock levels.
The cash flows are calculated based on the expected cash flow and the discount rate is based on a required return
before tax of 12.3 (11.7) percent for the Norwegian entity, 10.3 (11.7) percent for Swedish entities and 10.5 (11.7) percent
for the Finnish entity. The discount rate takes into account debt premium, market risk premium, debt ratio, tax rate and
asset beta.
There is estimation uncertainty linked to the calculations and assessment of goodwill, through the assumptions used.
In the event of changed assumptions, the outcome of the calculations may lead to a different result. The cash flow -
generating unit that has the lowest margin between calculated recoverable amount and net assets has a margin of
approx. 21 (9) percent.
Based on calculations carried out and the assumptions made, no impairment of goodwill has been made as of
December 31, 2024, or in previous years. This is because the result of the calculations shows that the recoverable
amount of all cash flow generating units (the companies) exceeds the balance sheet value of assets/liabilities and
thus there is a margin on the balance sheet value of goodwill. It is specified that there is estimation uncertainty linked
to the assessment of the value of goodwill.
Note 15
Inventories
Inventories
Inventories are accounted for at the lower of acquisition cost and net selling price. Net selling price is the estimated
selling price for ordinary operations minus estimated costs for completion, marketing and distribution. Acquisition cost
is assigned using the FIFO method and includes expenses incurred when acquiring the goods and costs to bring the
goods to their current condition and location. In-house produced goods include variable and fixed costs that can be
allocated based on normal capacity utilization.
The specification above is net book value after deduction for impairment. The provision for impairment amounted to
TNOK 8,484 (8,642) as of December 31, 2024.
71
BORGESTAD ASA
Inventory 2024 2023 Raw materials 24 936 22 333 Work in progress 5 1 164Finished goods own produced products 52 982 30 271 Goods purchased for resale 48 331 64 966 Total 126 254 118 733
Annual Report 2024
Note 16
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents include cash balances and bank deposits. Cash and cash equivalents are booked at
nominal values in the balance sheet. Restricted funds are included in cash and cash equivalents.
Restricted funds consist of tax deductions of TNOK 4,692 (2,174) and TNOK 11,795 (11,241) which are restricted funds
in Agora Bytom. Tied up funds in Agora Bytom are a liquidity reserve of MEUR 1 in accordance with the company’s
loan agreement. Restricted funds in Agora Bytom are for security related to the outstanding debt towards Bank Pekao.
72
BORGESTAD ASA
Cash 2024 2023 Unrestricted cash 203 975 139 273 Restricted cash 16 487 13 415 Total cash 220 462 152 688 Overdraft facility 72 051 46 812 Restricted deposits -16 487 -13 415 Totalavailableliquidity276 026 186 086
Write down 2024 2023 Balance at 1 January -8 642 -7 366 Write-downs reversed, other 1 315-36 New write-downs recognized during the year -1 212-1 239Foreign currency translation gain/(loss) 55 -Balance at 31 December-8 484 -8 642
Annual Report 2024
Note
17
Investments
For information regarding the valuation hierarchy, see note 21.
In 2024, Borgestad ASA completed the sale of Gunnar Knudsens veg 144 in Skien, Norway. The building was sold the
Gunnar Knudsens veg 144 AS, Borgestad ASA owns 10 % of this company.
The office building was sold for a total of MNOK 10, with 50 percent structured as vendor credit, carrying a maximum
duration of three years. The transaction was finalized in October 2024. The accounting gain from the sale, amounted
to MNOK 5.5.
Borgestad ASA has classified the ownership in Gunnar Knudsens veg 144 AS as a joint arrangement. The reason
is that Borgestad ASA is shareholder, has the chair and has partly financed Gunnar Knudsens veg 144 AS through
the vendor credit. A specific judgment is completed, and the outcome of the judgement is that Borgestad ASA have
sufficient control over Gunnar Knudsens veg 144 AS to classify the investment as joint control.
Estimate uncertainty when calculating fair value for financial assets
There is risk associated with the valuation of shares where there is no observable market value at the time the
accounts are drawn up. The Group bases its estimates on a number of observations which are supported by
calculations to arrive at the best possible estimate of the assets’ value. These observations consist of issue amounts
in the case of open subscription, various players’ price offers and valuations when selling parts of the company, cost
price when shares are recently purchased, external valuations as well as assessments of discounted cash flow and
value-adjusted equity.
Sensitivity analysis of equity investments
In the event of a change in the market value of shares classified as fixed assets by +/- 10 per cent, this will affect the
result by TNOK +/- 3.3.
73
BORGESTAD ASA
Ownership Book value Book value Company percent Cost 31.12.24 31.12.23 Gunnar Knudsens veg 144 AS 10.00 % 25 25 -ERH AS 2.98 % 27 573 - - QNTM Ecom SW AB 0.15 % 1 306 11Impact Technology Systems AS 1.55 % 350 --Other shares 7 7 175 Total 29 26133 176
Annual Report 2024
Note 18
Share capital and shareholder information
Information related to shares
The company’s share capital on December 31, 2024, is NOK 35 062 072 divided into 35 062 072 shares with a
nominal value of NOK 1 per share. All shares have equal voting rights. There are no preferential rights or restrictions on
the shares.
Own shares
The company has no own shares per December 31, 2024.
74
BORGESTAD ASA
Shareholder NumberofsharesOwnership interest Kontrari AS 10 462 736 29.84 % Ses AS 5 750 000 16.40 % Auris AS 1 968 727 5.61 % Intertrade Shipping AS 1 750 000 4.99 % Gross Management AS 1 707 7594.87 % Jahatt AS 1 174 4283.35 % Dione AS 1 097 137 3.13 % Regent AS 828 487 2.36 % Suveren AS 637 808 1.82 % Christiansen, Lars Aage Haaland 570 000 1.63 % North Sea Group AS 507 204 1.45 % Aal Industrier AS 351 590 1.00 % Bratrud, Gudmund Joar 334 467 0.95 % Hausta Investor AS 329 801 0.94 % Torhus Andreas 300 000 0.86 % Ar Vekst AS 250 000 0.71 % LGT Bank AG 227 401 0.65 % Batjak AS 222 503 0.63 % Gravråk Olve 200 000 0.57 % Oaktiva AS 186 813 0.53 % Total 28 856 861 82.30%Other shareholders 6 205 21117.70 % Total 35 062 072 100.00 %
Ordinary TreasuryOrdinary shares Numberofsharesshares issued shares outstanding 01.01.2023 152 490 851 -8 010 152 482 841 Issued new share capital 1 249 991 990 8 010 1 250 000 000 31.12.2023 1 402 482 841 -1 402 482 841 Rights issue 03.06.24* 39 39 Share reverse split 03.06.24 -1 367 420 808 -1 367 420 808 31.12.202435 062 072 - 35 062 072 *In June 2024 Borgestad increased the share capital by NOK 9.75 through the issue of 39 new shares, each with a nominal value of NOK 0.25, in orderto facilitate for a reverse share split in the ratio 40:1.
Annual Report 2024
Note
19
Borrowings
Borrowings
Borrowing is accounted for at amortized cost using the effective interest method. Unamortized transaction costs are
entered against the loan account in the balance sheet and the amortization costs are reflected in the profit and loss
account as interest costs. Any gains and losses are only recognized in the income statement when the obligation is
redeemed.
Loan expenses
Borrowing expenses are recognized in the income statement when the borrowing cost is incurred. Borrowing costs
are entered into the balance sheet to the extent that these are directly related to the manufacture of a fixed asset. The
loan costs at the balance sheet is entered at the time the fixed asset is ready for use.
Granted check credit with Nordea is MSEK 70 as of December 31, 2024. The check credit is available and granted for
Höganäs Borgestad Group.
Mortgage loan
Mortgage loans are secured by mortgages on buildings, operating assets, stocks and accounts receivable.
The loan agreements regarding mortgage loans in the refractory segment, Höganäs Borgestad Group, have the
following covenants: minimum 30 percent equity at the end of each quarter, EBITDA minimum MSEK 35 on a 12-month
75
BORGESTAD ASA
Effective Maturity interest rateOverdraft facility Interest term date 31.12.24 2024 2023 Overdraft facility Nordea 3 mnd Stibor + 3,25% 2024 5.76 % -24 098
Maturityprofilebankloan(NOK1000) 2024 2023 Less then one year 51 900 60 043 One to two years 14 254 7 621 Two to three years 19 216 13 677 Three to four years 309 130 18 408 Four to five years 1 000 295 036 More than five years -1 000 Total 395 500 395 785
Effective Maturity interest rateSecured Interest term date 31.12.24 2024 2023 Bank loan (currency EUR) Agora Bytom Sp. z o.o. EURIBOR 1M + margin 2,80% 2028 5.87 % 342 498 332 362 Bank loan (currency SEK) Höganäs Borgestad AB STIBOR 3M + 3,25 % 2025 7.79 % 44 003 52 423 Bank loan (currency NOK) Höganäs Borgestad AS NIBOR 3M + 3,25% 2029 8.20 % 9 000 11 000 Totalsecuredlong-termdebt395 500 395 785 1st year’s principal repayments on long-term debt -51 900 -60 043 Totallong-termdebtexcludingthe1styear’sprincipalrepayments343 600 335 742
Annual Report 2024
rolling basis per quarter and net interest-bearing debt, excluding leasing debt, does not exceed 2.5 times EBITDA as
of December 31. Höganäs Borgestad meet all covenant requirements agreed with Nordea per December 31, 2024.
The loan agreement regarding the mortgage loan in Agora Bytom has a covenant that Net Operating Income (NOI) at a
minimum of 190 percent of Interest Service Cover Ratio (ISCR) and “Loan to Value” (LTV) must at all times be equal to
or lower than 60 percent of fair value of the shopping center.
The Group fulfills all covenant requirements as of December 31, 2024. Reference is also made to Note 21 regarding
discussion of liquidity risk for the Group.
As security for the long-term mortgages, registered liens amounting to MNOK 1,225 (1,225) have been registered in
buildings and investment properties, in addition, security has been provided for a total of MNOK 145.5 (145.5) divided
between receivables, inventory and operating accessories. For other businesses in the Group, there are registered
liens amounting to MNOK 15.0 (15.0) in receivables, MNOK 12.0 (12.0) in inventory and MNOK 2.0 (2.0) in operating
accessories.
The loan granted by Bank Pekao in Poland to Agora Bytom Sp. z o.o., is secured by the shopping center buildings.
Borgestad ASA has also provided an additional guarantee of MEUR 5.0.
76
BORGESTAD ASA
Reconciliationforliabilities New Foreign exchange Cash arisingfromfinancingactivities 2023 Other leasesRelocation movement flows 2022 Long-term borrowings 335 742 -60 043 24 730 -109 202 480 258 Short-term borrowings 60 043 60 043 --30 533 30 533 1)Bond-1 083 -97 664 96 581 2) Other short-term liabilities- --75 098 Payment of lease liabilities 40 094 11 299 9 410 -18 492 37 877 Other long term debt --631 --631 Overdraft facility 24 098 -34 439 58 537 Total liabilities from financing activities 459 977 117519 410 - 24 730 -365 428 704 415 1)MNOK1,1isamortizedcost2)LoansfromtheSwedishtaxauthoritieshavebeenrepaidin2023
Reconciliationforliabilities New Foreign exchange Cash arisingfromfinancingactivities2024 Other leasesRelocation movement flows 2023 Long-term borrowings 343 600 -362 -7 898 16 118335 742 Short-term borrowings 51 900 7 898 1 121-17 16160 043 Payment of lease liabilities 41 716 9 388 13 167-20 933 40 094 Overdraft facility --24 098 24 098 Total liabilities from financing activities 437 2169 026 13 167- 17 239 -62 193459 976
Pledged as security 2024 2023 Buildings, investment property and factory facilities 754 998 725 112Fixtures, machinery and vehicles 41 968 72 818 Current assets and fixed assets 263 083 307 094 Total 1 060 0481 105024
Annual Report 2024
Note
20
Receivables
The Group’s receivables, which mainly consist of trade receivables with short maturities and receivables from lease
agreements, are held to receive contractual cash flows and the cash flows only consist of payment of face value
and any interest. Group receivables are measured at amortized cost, less provision for expected losses. The Group
regularly reviews outstanding receivables and prepares for each reporting period estimates for bad debts which
form the basis for the accounting provision. In addition, the expected loss is assessed based on the best available
information on historical, current and future conditions. In accordance with IFRS 9, a simplified loss provision model
is used for trade receivables and lease receivables, where, in addition to actual loss events, provision is made for
expected future losses over the lifetime of the receivable.
Changeinprovisionforexpectedloss:January 01.01 12 385 11 489 Change in provision during the year -1 477 -1 069 Reversed previous provision 424 2 392 Translation difference and other changes 736 -427 Provision31thDecember12 068 12 385 This year losses - 19
Provision for losses, in both the opening and closing balance sheet, as well as changes in ascertained losses on
claims are mainly linked to Agora Bytom.
77
BORGESTAD ASA
Agingprofileoftradereceivables 2024 2023 Not due 119 591 123 102 <30 days 8 713 38 452 30-60 days 899 5 757 61-90 days 262 1 570>90 days 14 675 17 179 Total 144 140186 061Expected credit loss -12 068 -12 385 Total 132 072173 676
2024 2023 Invoiced trade receivables 144 140 186 061 Expected credit loss -12 068 -12 385 Trade receivables 132 072 173 676 Work in progress (accrued uninvoiced income) 11 507 10 891 Advances received -4 364 -Contract assets 7 14210 891Trade receivables and contract assets 139 215184567
Annual Report 2024
Note
21 Financial risk and management objectives and policies
Financial risk
The Group uses financial instruments such as bank loans to obtain capital for investments in the company’s operations. In
addition, the Group has financial instruments such as accounts receivable, accounts payable, etc. which are directly linked
to the company’s daily operations.
Routines for risk management have been adopted by the board and are carried out by a central finance department in
collaboration with the individual operating units. The most important financial risks the Group is exposed to are related to
interest rate risk, liquidity risk, currency risk and credit risk. The Group’s management has an ongoing assessment of these
risks and sets guidelines for how these are to be handled. In accordance with the Group’s strategy for interest rate and
currency exposure, the Group sometimes uses financial derivatives to reduce this risk.
i) Credit risk
The Group only trades with approved creditworthy counterparties. All counterparties who receive credit from the Group, for
example customers, must be approved and subject to an assessment of creditworthiness.
The Group has no significant credit risk linked to a single counterparty or several counterparties that can be seen as a Group
due to similarities in credit risk.
In accordance with the expected credit loss model introduced by IFRS 9, Borgestad records expected credit loss over
the lifetime of all receivables (the simplified approach). The calculation of expected credit loss is based on both historical
and forward-looking information and is carried out at company level. When estimating expected credit losses for trade
receivables that are not yet due and trade receivables that are due, available information is assessed, including loss history
and future expectations, where this forms the basis for an estimate for provisions for losses on an individual and a general
basis.
Maximum risk exposure is represented by the book value of the financial assets, including derivatives, in the balance sheet.
As the counterparty in derivatives trading and deposits in banks are normally banks, the credit risk associated with these
items is considered to be very low. Furthermore, the counterparty for pension funds is a Norwegian insurance company and
the risk associated with this is considered minimal. The Group considers its maximum risk exposure to be the balance sheet
value of long-term receivables, trade receivables and other short-term receivables, cf. v) for an overview of the amounts
within these classes.
ii)
Interest
rate
risk
The Group is exposed to interest rate risk through placement and financing activities. As of December 31, 2024, the Group
had a floating interest rate for most of its deposits, receivables and loans.
78
BORGESTAD ASA
Other receivables 2024 2023 Income accruals 1 220 282 Cost accruals 1 822 -Prepayment to suppliers 5 197 7 539 Tax and value added tax 2 104 -Other current assets 842 -58 Total 11 1857 763
Annual Report 2024
For the mortgage loan in Agora Bytom, 70 percent of the loan of MEUR 29,4 is secured at a fixed rate of 3.17 percent above
the interest margin of 2.80 percent until maturity, December 31, 2028. Fixed interest loans are accounted for at amortized
cost.
All fixed interest contracts entered into are accounted for as cash flow hedges. In the tables below these contracts are
specified.
** 70 (100) percent of the loan linked to Agora Bytom is secured with an interest rate of 3.17 (0.30) percent + 2.80 (2.80) percent margin.
The derivatives above are contracts where floating interest has been exchanged for fixed interest. The interest
derivatives above are accounted for as hedging instruments with a change in fair value over other income and
expenses (OCI).
The interest derivative in Agora Bytom Sp. z o.o. is entered into in EUR and the secured amount amounts to MEUR
20.6 (29.9), which corresponds to 70 (100) percent of the company’s mortgage loan.
iii)
Liquidity
risk
Liquidity risk is the risk that the Group will not be able to service its financial obligations as they fall due.
The Group’s board of directors and management consider the group’s debt structure as reasonable with a sufficient
liquidity position. The group’s strategy for managing liquidity risk is to have sufficient cash at all times to be able to
meet its financial obligations when due, both under normal and extraordinary circumstances.
The Group, through Höganäs Borgestad group, has mortgage debt, MNOK 44.0, that falls due on June 30, 2025
that can influence the liquidity situation for the Group if the debt is not refinanced. The Board of directors and
management review the refinancing risk as low. Management has agreed with Nordea that discussion related to
refinancing will be completed during first half of 2025. The board and Group management have the understanding
that the Groups liquidity is sustainable and that the Group are in a good position to service the debt within the Group
as it falls due.
79
BORGESTAD ASA
Interestonloans, receivablesandliabilitiesmeasuredatamortizedcost 2024 2023 Bond loan -9 612 Bank loan 22 697 37 434 Total 22 697 47 046
Change in value 2023 Interest derivativesSecured amount Maturity remaining Fair value throughouttheyearAgora Bytom Sp. z o.o.** 332 362 0.5 years 5 945 -7 957
Change in value 2024 InterestderivativesSecured amount Maturity remaining Fair value throughouttheyearAgora Bytom Sp. z o.o. ** 242 741 3.5 years -9 962 -15 907
ChangeintheinterestratelevelinEffectonprofitbeforetaxYear percentage points (NOK1000)Effect on equity (NOK 1 000)2024 +/-1%po ints-/+ 260 -/+ 8 496 2023 +/-1%po ints-/+ 251 -/+1662
Annual Report 2024
Unutilized credit facilities are presented in Note 16. The following table shows an overview of the maturity structure
for the group’s financial obligations, based on undiscounted contractual payments. In cases where the counterparty
can demand earlier redemption, the amount is given in the earliest period in which payment can be required from
the counterparty. If the obligation can be redeemed on request, these are included in the first column for which the
obligation can be redeemed.
See Note 13 for maturity analysis on leasing.
Note 19 contains more information regarding long term debt.
iv)
Currency
risk
The Group companies are exposed to currency risk due to production, buying and selling in several different countries and in
different currencies. The most important currencies are NOK, SEK, PLN and EUR.
The Group enters into forward contracts and currency exchange agreements from time to time to reduce the currency risk in
cash flows denominated in foreign currency. The company has not had currency exchange agreements in 2024 or 2023.
The Group’s available liquid assets are held in NOK, EUR, PLN and SEK. The tables below show the sensitivity of the
consolidated balance sheet to potential changes in the krone exchange rate for each EUR, PLN and SEK with all other ratios
held constant.
80
BORGESTAD ASA
Year ChangeinEURexchangerateEffectonprofitbeforetaxEffect on equity2024 +/-10%+/- 5 981 +/- 50 851 2023 +/-10%+/- 3 600 +/- 46 044
Remaining period 2023 0-3 mth. 3-12mth.1-3 year3yearsormoreBank overdraft - 24 098 - - Interest-bearing debt 15 01145 032 39 706 296 036 Other non-current liabilities - - - - Interest expenses 5 843 17 529 54 656 16 510 Trade payables 64 017 ---Other short-term liabilities 74 148 38 038 --Total 159 019124 698 94 361 312 546
Remaining period 2024 0-3 mth. 3-12mth.1-3 year3yearsormoreInterest-bearing debt 12 97538 925 342 600 1 000 Other non-current liabilities - - 10 713 - Interest expenses 6 068 16 491 58 066 41 Trade payables 68 489 ---Other short-term liabilities 95 837 27 411 --Total 183 369 82 827 411 3781 041
Annual Report 2024
81
BORGESTAD ASA
v)ClassificationoffinancialinstrumentsLoans and receivables at Financial liabili- DerivativesthatareSharesatfairvalueamortizedcostandtiesmeasuredat31.12.24 hedginginstrumentsthroughprofitorlossbankde-positsamortized cost Non-currentfinancialassetsOther financial assets --6 216 -Other shares -32 --Totalnon-currentfinancialassetsTrade receivables --139 214 -Other receivables --11 185-Cash and cash equivalents --220 462 -Totalfinancialassets- 32 377 077- Interest-bearingdebtlongtermInterest-bearing debt ---343 600 Other non-current liabilities 10 713 Lease liability 24 730 Interest-bearingdebtshorttermInterest-bearing debt ---51 900 Lease liability 16 986 Trade payables ---68 489 Public duties payable ---28 991 Other short-term liabilities ---82 330 Totalfinancialobligations10 713- - 617 025
Year ChangeinSEKexchangerateEffectonprofitbeforetaxEffect on equity2024 +/-10%+/- 2 271 +/- 29 298 2023 +/-10%+/- 3 638 +/-11773
Year ChangeinPLNexchangerateEffectonprofitbeforetaxEffect on equity2024 +/-10%+/- 2 282 +/- 573 2023 +/-10%+/-1997+/- 867
Annual Report 2024
vi) Fair value of financial instruments
If the financial asset does not have an observable market value, the Group bases its estimate on a series of
observations supported by calculations to arrive at the best possible estimate of the asset’s value. These observations
consist of issue amounts in the case of open subscription, various players’ price offers and valuation when selling
parts of the company, cost price when buying shares recently, as well as own assessments of cash flow and value -
adjusted equity of the Group’s investments. The most important uncertainties linked to the estimates for fair value
are conditions such as declining turnover and profit in the companies in which you have a stake, a change in the risk
profile of the investment or a general increase in the requirement the Group sets for its discount rate. Reference is
made to the separate table below which shows the method used for the valuation of the individual balance sheet item
(valuation hierarchy).
The following of the company’s financial instruments are not separately valued at fair value: cash and cash
equivalents, trade receivables, other short-term receivables, overdrafts, trade payables and long-term debt. The
carrying value of cash and cash equivalents and overdrafts is approximately equal to fair value due to the fact that
these instruments have a short maturity. Correspondingly, the balance sheet value of trade receivables, short -term
receivables, trade payables, public charges and other short-term liabilities is approximately equal to fair value as they
are entered into under “normal” conditions.
In relation to interest-bearing debt, the Group has not entered into agreements that deviate significantly from ordinary
market conditions.
82
BORGESTAD ASA
Loans and receivables at Financial liabilities DerivativesthatareSharesatfairvalueamortizedcostandmeasured at 31.12.23 hedginginstrumentsthroughprofitorlossbank deposits amortized cost Non-currentfinancialassetsOther financial assets 5 945 -734 -Other shares -176 --Totalnon-currentfinancialassetsTrade receivables --184 567 -Other receivables --7 763 -Cash and cash equivalents --152 688 -Totalfinancialassets5 945 176345 752 - Interest-bearingdebtlongtermInterest-bearing debt ---335 742 Lease liability 27 453 Interest-bearingdebtshorttermInterest-bearing debt ---60 043 Lease liability 12 641 Bank overdraft ---24 098 Trade payables ---64 017 Public duties payable ---27 560 Other short-term liabilities ---72 479 Totalfinancialobligations- - - 624 032
Annual Report 2024
Fair value hierarchy
The Group classifies fair value measurements using the fair value hierarchy. The fair value hierarchy has the following
levels:
Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs are other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: input for the asset or liability that is not based on observable market data (unobservable input).
◆
◆
◆
During the reporting period, there was no change in fair value measurement that entailed transfers between levels 1, 2
or 3.
In accordance with IFRS 9, all changes in the value of financial assets are entered in profit or loss, unless you have
chosen otherwise at first recognition.
vii) Capital management
Borgestad ASA has mainly investments in property and long-term shares in affiliated and jointly controlled companies. As
the investments are mainly long-term, the Group also strive for adapted financing in the form of equity capital and long-term
debt capital. The Group seeks to adapt the development in the equity share as needed in the short and long term. Equity
ratio is calculated as book equity in relation to total capital.
The equity ratio as of December 31, 2024, and 2023 was 55.3 per cent and 53.7 per cent respectively. See Note 19 for
further information on interest-bearing debt.
83
BORGESTAD ASA
Specificationofchangesinlevel3 2024 2023 Balance sheet as of 01 January 169 1 845 Purchase, sale, issue and settlement 25 -Gains and losses recognised in the current profit and loss statement -1 676Reclassifying -162 Total 32 169
Assets recognizedatfairvalue 31.12.23 Level 1 Level 2 Level 3 Hedging derivatives with changes in value through other comprehensive income 5 945 -5 945 -Equity instruments held for trading with a change in value through profit or loss 176 7 -169 Total 6 1217 5 945 169
Assets recognizedatfairvalue 31.12.24 Level 1 Level 2 Level 3 Hedging derivatives with changes in value through other comprehensive income -9 962 --9 962 -Equity instruments held for trading with a change in value through profit or loss 32 --32 Total -9 930 - -9 962 32
Annual Report 2024
Borgestad ASA wants to achieve the best possible price for the company’s shares through efficient and profitable
management of the Group’s resources. A competitive return must be achieved through value appreciation and the payment
of dividends. The return must be competitive compared to other investment alternatives with the same risk. The dividend
must be in relation to the company’s results, equity needs and future prospects.
Climate risk
The climate changes that the world is facing today are significant, and this entails risks, but also opportunities for
companies. Climate risk refers to the potential damage or negative impact on human and natural systems as a result of
climate change. This can include physical risks, such as damage from extreme weather events, as well as transition risks
related to the green shift, such as changes in political and regulatory framework conditions or market changes and economic
losses due to the phasing out of fossil fuels in the transition to a low carbon economy.
Borgestad has so far carried out an overall assessment of its exposure to climate risk guided by the framework from the
Task Force on Climate-related Financial Disclosure (TCFD).
Physical
climate
risk
For Borgestad, physical climate risk has mainly been assessed in the upstream value chain, i.e. linked to the extraction and
deliveries of raw materials from areas including China and southern Asia. Effects on this part of the value chain, which in turn
can affect Borgestad, will typically be linked to shutdowns and transport problems resulting from various types of extreme
weather and the impact it has on both the opportunity to work and society at large.
Short term (0-3 years): In the short term, the risk of extreme weather of such a scale and frequency that it will affect
Borgestad’s raw material deliveries, or equivalently for Borgestad’s suppliers of refractory products, is considered to
be relatively low.
Medium term (3-10 years): Over time, increased occurrence of extreme weather conditions may begin to affect
various upstream suppliers and their local infrastructure. A number of such conditions may be relevant, including
the direct effect of, for example, extreme heat (which may lead to shutdowns), water shortages (which may result in
shutdowns or increased absences for workers) and rain/floods (which may result in shutdowns), and indirect effects
through economic and political turbulence resulting from climate -related challenges in society.
Long-term (>10 years): In the long term, climate change may lead to furthermore extreme conditions, which in turn
cause disruptions, transport delays, conflict, political instability, disruption and migration. These factors can have a
significant impact on Borgestad’s supply chains in vulnerable areas
◆
◆
◆
Potential
financial
impacts
The effects described above can affect Borgestad in two ways in particular:
1.
Increased prices resulting from reduced supply and still high demand.
2.
Increased lead time for raw materials as a result of reduced supply, downtime and unpredictable extraction and
transport
Both effects 1 and 2 will affect Borgestad’s ability to deliver competitive prices with the desired delivery time and
predictability.
Potential economic consequences: High
Risk in the short term: Low
Medium-term risk: Medium
Long-term risk: Medium
◆
◆
◆
◆
Borgestad will essentially await the identification of measures and include this as part of a closer analysis of the group’s
exposure to various risk factors. A process that already appears to be significant is a mapping of subcontractors and
increased communication/interaction with the value chain so that a more active relationship with actual risk is achieved.
Increased diversification when it comes to subcontractors may also become relevant, to ensure access to various
alternatives should any subcontractors be exposed to any of the above -mentioned risks.
84
BORGESTAD ASA
Annual Report 2024
Climate transition risk
Future emission and environmental regulations will be necessary for the world to be able to reduce its climate impact
sufficiently for the targets in the Paris Agreement to be reached. The societal change that comes through this restructuring
is referred to as the green shift. Transition risk is a collective term for the type of risk that arises due to this changeover.
Regulatory
risk
Failure to comply with new regulations may result in fines or non-approval of compliance documentation. Future regulations
may entail significantly increased costs for negative climate impacts, for example through more aggressive taxation of
emissions of CO2 and other greenhouse gases. Such changes will entail significant increased costs for both Borgestad, our
production partner and our customers and are thus a threat to both supply and demand for refractory products. At the same
time, it will result in increased pressure to transition to alternative energy sources, a transition that is important for Borgestad
to be aware of and consider how to deal with.
Borgestad operates in a relatively emissions-intensive industry, as do several of our customers. The group is aware of this
and the uncertainty it entails and will continue its work to map which transition risks the business and the value chains are
exposed to.
Potential
financial
impacts
Production of refractory products is a relatively energy-intensive business. Borgestad has reduced its direct risk exposure
but is still exposed to regulatory risk through our German partner’s production, and now has less influence on how this risk is
handled.
Borgestad considers this risk to be particularly relevant to our business and will prioritize further analysis of this going
forward. Borgestad’s initial survey points to the following as significant risk points for further investigation:
Risk point 1: Increased tax on CO2 and other greenhouse gases will increase the production cost for Borgestad and our
suppliers of refractory products where natural gas is significant energy source. This will affect the prices we have to charge
our customers and may affect our profitability and competitiveness, if other players can price themselves lower due to less
exposure to such cost increases.
Risk point 2: Increased tax on CO2 and other greenhouse gases will increase production costs for customers. This can
result in reduced purchasing power and willingness to pay as a result of pressured profitability. This effect can be further
influenced by customers having to deal with Borgestad’s emissions through their own Scope 3 calculations and reports.
Potential economic consequences: High
Risk in the short term: Low
Medium-term risk: Medium
Long-term risk: High
◆
◆
◆
◆
Borgestad will essentially await the identification of measures and include this as part of a closer analysis of our exposure to
various risk factors. It is nevertheless reasonable to assume that an increased focus on reducing emission intensity through
innovation and technology development will be necessary.
Reputational
risk
The company’s business emission intensity can pose a reputational risk. Failure to comply with upcoming regulatory
requirements could exacerbate this risk. New regulatory requirements will also make it easier for stakeholders to monitor
how companies approach their own emissions. It will be important for Borgestad to get a good overview of its own
emissions and how the group works with this in the long term.
85
BORGESTAD ASA
Annual Report 2024
Potential
financial
impacts
A lack of sustainable practice can negatively affect the outcome of tender processes for Borgestad. With growing
awareness of climate issues and increasing pressure on sustainability, many companies are incorporating green criteria
when making their procurement decisions. This could lead to a negative income effect for Borgestad through loss of
business and income. Furthermore, a lack of focus on sustainability-related topics can lead to a lower willingness to invest
from investors and banks.
Potential economic consequences: Low
Risk in the short term: Low
Medium-term risk: Low
Long-term risk: Medium
◆
◆
◆
◆
Borgestad will essentially await the identification of measures and include this as part of a closer analysis of our exposure to
various risk factors, where the risk is considered high.
Potential
financial
impacts
Increased costs linked to the emission of greenhouse gases as discussed above can also lead to increased demand for
high-quality refractory products, as this type of product can be an important means of reducing our customers’ energy
use and thus their own emissions. This represents both an opportunity for Borgestad, if the group manages to offer good
products with industry-leading properties, and a commercial risk if the group itself or through production partners does not
have access to products of sufficiently high quality.
Potential economic consequences: High
Risk in the short term: Low
Medium-term risk: Medium
Long-term risk: High
◆
◆
◆
◆
Borgestad will essentially await the identification of measures and include this as part of a closer analysis of our exposure to
various risk factors. At the same time, it indicates that a diversification of the product offering and the markets in which the
group operates will have to be considered, as well as that investments in innovation and new technology will be prioritized,
as this will probably contribute to a more sustainable practice, optimization on the cost/expenditure side and thus be central
to handling of risk.
86
BORGESTAD ASA
Annual Report 2024
Note
22
Other current liabilities
Note
23
Contractual obligations
As of December 31, 2024, guarantees have been given to customers on the basis of agreed deliveries of TNOK 14
261 (21 148).
Note
24
Contingent liabilities
Other obligations
In July 2018, three Danish companies initiated a lawsuit against Borgestad ASA, Borgestad Properties AS and Agora
Bytom Sp. z.o.o at Oslo district court. The Danish companies claimed to have claims against the defendants for
payment of additional project administration related to the construction of the shopping center in Agora Bytom. In July
2019, the Court of Appeal rejected the case for procedural reasons with respect to one of the Danish companies (lack
of legal interest) and Agora Bytom (court/arbitration clause). This decision is final.
In 2022, the claimants and Borgestad ASA entered into a settlement, whereby Borgestad ASA is obliged to pay MNOK
4 with addition of indexation (KPI) to the other parties in the event of a future sale and/or if Borgestad decreases its
direct or indirect influence, control and/or ownership to less than 50 percent of the Agora Bytom shopping center.
The settlement also means that the other parties have waived any right to bring forward further claims arising from or
connected to the Agora Bytom project against Borgestad ASA, Borgestad Properties AS, Agora Bytom Sp. z.o.o., as
well as former or current board members and employees of the aforementioned companies.
The Group has not made any provisions in the accounts as the claim is assessed as a contingent liability arising at the
time of a potential sale of the Agora Bytom shopping centre.
87
BORGESTAD ASA
Othercurrentliabilities 2024 2023 Accrued costs 7 675 10 857 Accrued interest - -Advance from customers 3 366 - Holiday pay and other debts to employees 51 553 34 440 Other current liabilities 19 734 27 182 Total 82 328 72 479
Annual Report 2024
Note
25
Investment in subsidiaries
Transactions with subsidiaries are eliminated in the consolidated accounts and do not represent transactions with
related parties. The consolidated Group accounts include the accounts of Borgestad ASA with subsidiaries and
related parties as summarized:
There are no differences between the number of shares and voting rights for the shareholders in Höganäs Borgestad
Holding AB. Höganäs Borgestad Holding AB owns 100 percent of all the other companies within Höganäs Borgestad
Group, all companies with ownership interest below 100 % in the table above.
Acquisition of shares in Höganäs Borgestad Holding AB
Borgestad ASA have, through its wholly-owned subsidiary Borgestad Industries AB increase the shares in Höganäs
Borgestad Holding AB with the 5.43 % in 2024 from minority shareholders of the company.
Höganäs Borgestad Holding AB is the holding company in the Höganäs Borgestad group, which operates the
Company’s refractory business.
88
BORGESTAD ASA
Country of Ownership Ownership Subsidiary incorporationMain operations interest 2024 interest 2023 Borgestad Properties AS Norway Holding company 100.00 % 100.00 % Agora Bytom Sp. z o.o. Poland Real estate company 100.00 % 100.00 % GZMO Sp. z o.o. Poland Real estate company 100.00 % 100.00 % Idea Property & Asset Management Sp. z o.o. Poland Property Management 100.00 % 100.00 % Facility Service Sp. z o.o. Poland Property Management 100.00 % 100.00 % Borgestad Industries AS Norway Holding company 100.00 % 100.00 % Borgestad Industries AB Sweden Holding company 100.00 % 100.00 % Höganäs Borgestad Holding AB Sweden Holding company 69.68 % 64.25 % Höganäs Borgestad AS Norway Installation and supplier of 69.68 % 64.25 % refractory products Höganäs Borgestad AB Sweden Supplier of refractory products 69.68 % 64.25 % Macon AB Sweden Installation and supplier of 69.68 % 64.25 % refractory products Höganäs Bjuf Fastighets AB Sweden Real estate company 69.68 % 64.25 % Höganäs Borgestad Energi & Ugnsteknik AB Sweden Installation and supplier of 69.68 % 64.25 % refractory products Höganäs Borgestad Oy Finland Installation and supplier of 69.68 % 64.25 % refractory products Höganäs Bjuf Germany GmbH Germany Supplier of refractory products 69.68 % 64.25 % Höganäs Bjuf Italia Srl Italy Supplier of refractory products 69.68 % 64.25 % Höganäs Contracting Asia Pacific Sdn Bhd Malaysia Supplier of refractory products 69.68 % 64.25 % Höganäs Bjuf Asia Pacific Sdn Bhd Malaysia Supplier of refractory products 69.68 % 64.25 % Höganäs Bjuf Eastern Europe Sp.z o.o. Poland Supplier of refractory products 69.68 % 64.25 %
Annual Report 2024
Note
26
Events after the balance sheet date
Decision from the Administrative Court in Malmö regarding sale-leaseback transaction for
production facilities in Sweden
Reference is made to the information provided regarding the conditional agreement entered into with Bjuv municipality
in Sweden for the sale and leaseback of two properties in Sweden in note 11. The Group was informed in February
2025 that the Administrative Court in Malmö (the “Administrative Court”) has processed the complaint. According
to the Administrative Court, Bjuv municipality has not provided sufficient documentation regarding the valuation of
the two properties. As a result, the Administrative Court has decided to revoke Bjuv municipality’s approval of the
Transaction.
Bjuv municipality has appealed the Administrative Court’s ruling.
The complaint relates to the purchase price in the Transaction, which in the claimant’s opinion significantly exceeds
the market value of the two properties. Bjuv municipality’s approval of the Transaction will only become binding once
the complaint has been finally resolved in the claimant’s disfavour, and the completion of the Transaction is conditional
upon such binding approval. Consequently, the Transaction can only be completed if the Administrative Court’s ruling
is overturned (i.e. not upheld) in the appeal process.
Dividend proposal
The Board of Directors of Borgestad ASA will propose to the Annual General Meeting an ordinary dividend of NOK 0.80
per share for 2024. The dividend amounts to TNOK 28,050.
89
BORGESTAD ASA
Annual Report 2024
Borgestad ASA
Financial
statements
90
BORGESTAD ASA
Annual Report 2024
Income statement
Operating
income
and
operating
expenses
Revenue
Other operating income
2
2.5
2 974
5 463
101
-
Total revenue
8 438
101
Salary and personnel expenses
Depreciation
Other operating expenses
Total operating expenses
2, 3, 4
5
6
9 127
242
9 287
18
656
4 687
232
8 627
13
547
Operating
profit
-10
219
-13 446
Financial
items
Income from investment in subsidiaries companies
Interest from subsidiaries
Interest income
Foreign currency gain/(loss)
Impairment of financial assets
Interest expenses
7
8
34 088
13
946
5 750
8 886
-11
895
-1 313
7 043
10 211
1
532
17
700
-118
583
-10 848
7
Net
financial
income
49 462
-92 945
Profit
before
taxes
39 244
-106
391
Income tax
9
-
-
Profit/(loss) for the
year
39 244
-106
391
Allocated as follows:
Proposed dividens
Transfer to/(from) other equity
10
10
28 050
11
194
-
-106 391
91
BORGESTAD ASA
NOK
1
000
Note 2024 2023
Annual Report 2024
Balance sheet
Assets
Property, plant and equipment
Shares in subsidiaries
Loan to group companies
Investments in associated companies and other shares
Loan to associated companies
5
7
8
11
8.11
699
386 810
192
238
25
4 259
4 042
400 548
148 231
-
-
Total non-current assets
584 031
552 821
Trade and other receivables subsidiaries
Other receivables
Bank deposits
8
28 203
1
229
112
173
270 898
1
382
131
168
12
Total
current
assets
141
606
403 448
Total assets
725 637
956 269
Equity
and
liabilities
Share capital
Share premium reserve
Other paid-in equity
10
10
10
35 062
211
759
429 921
350 621
211
759
114
362
Total paid-in capital
676 741
676 741
Other equity
10
10
872
-
Total
retained
earnings
10
872
-
Total equity
10
687 614
676 741
Pension liabilities
Other provisions
4
5 645
751
6 000
-
Total
long
term
liabilities
6 396
6 000
Trade creditors
Accrued public taxes
Other short-term liabilities
8
1
059
831
29 737
957
598
271
972
8
Total
current
liabilities
31
627
273
527
Total
equity
and
liabilities
725 637
956 269
Lysaker, April 25 2025
Board
of
Directors,
Borgestad
ASA
Glen
Ole
Rødland
Chairman
Helene
Bryde
Steen
Board Member
Jacob Andreas Møller
Board Member
Wenche Kjølås
Board Member
Jan
Erik
Sivertsen
Board Member
Pål
Feen
Larsen
CEO
The
document
is
electronicall y
signed.
92
BORGESTAD ASA
2024 2023
NOK
1
000
Note
31.12.
31.12.
Annual Report 2024
Cash flow statement
Loss before income taxes
Sales loss/(gain) and write-downs
Depreciation
Accrued interest, not paid
Change in receivables and liabilities subsidiaries
Change in receivables and liabilities
39 244
2 335
242
-13 946
-58 080
46
-106 391
118
633
232
-10 211
-135 680
-899
5,7
5
8
8
Cash flow from operating activities
-30 160
-134
315
Proceeds from sale of other investments
Proceeds from sale of fixed assets
Proceeds from investment in shares
Purchase of fixed assets
5
11
11
5 939
5 250
-25
-
378
-
-
-898
Cash flow investment activities
11
164
-520
Repayment of long term loans
Proceeds from issuing new shares
-
-
-97 664
296 729
Cash flow from financial activities
-
199 065
Net cash flow this year
-18 996
64 230
Cash position January 1.
131
168
66 938
Liquidity
December
31.
12
112
173
131
168
93
BORGESTAD ASA
NOK
1
000
Note 2024 2023
Annual Report 2024
Borgestad ASA
Notes to the
financial statements
Note
1
Accounting Principles
The financial statements are prepared and presented in Norwegian kroner (NOK). The financial statements have been
prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway
as of December 31, 2024.
Sales
Rental income is recognised on a straight-line basis over the lease period. Gains on the sale of fixed assets are
recognised as income at the time of sale. Interest income is recognised when it has been earned, while dividends
are recognised as income when approved by the general meeting. However, dividends and Group contributions from
subsidiaries are recognised as income in the same year as provisions are made in the subsidiary.
Realised gains and losses on the sale of securities are recognised in the income statement when electronic trading
has been carried out or a bilateral agreement has been entered into with the buyer. Gains/losses are included among
financial income and expenses.
The use of estimates
Preparation of the annual accounts in accordance with generally accepted accounting principles requires
management to make judgments, estimates and assumptions that affect the application of accounting principles,
as well as the reported amounts of assets and liabilities, income and expenses. The estimates and underlying
assumptions are reviewed and assessed on an ongoing basis and are based on historical experience and various
other factors considered to be reasonable. Changes to the accounting estimates are recognised in the profit and loss
account in the same period as the one in which the estimates are revised, unless deferred allocations are prescribed
by generally accepted accounting principles.
Property, plant and
equipment
Property, plant and equipment is capitalized and depreciated over the estimated useful economic life. Direct
maintenance costs are expensed as incurred, whereas improvements and upgrading are assigned to the acquisition
cost and depreciated along with the asset. If carrying value of a non-current asset exceeds the estimated recoverable
amount, the asset is written down to the recoverable amount. The recoverable amount is the greater of the net selling
price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present
value.
94
BORGESTAD ASA
Annual Report 2024
Subsidiaries,
investments
in
associate
and
other
shares
Subsidiaries, investments in associate and other shares are valued by the cost method in the company accounts. The
investment is valued as cost of acquiring shares in the subsidiary, providing that write down is not required. Write
down to fair value will be carried out if the reduction in value is caused by circumstances which may not be regarded
as incidental and deemed necessary by generally accepted accounting principles. Write downs are reversed when the
cause of the initial write down are no longer present.
Dividends and other distributions are recognized in the same year as appropriated in the subsidiary accounts. If
dividends exceed withheld profits after acquisition, the exceeding amount represents reimbursement of invested
capital, and the distribution will be subtracted from the value of the acquisition in the balance sheet.
Foreign currency
Operating income and expenses, as well as lending, are mainly in NOK, EUR and PLN. Transactions in foreign
currencies are translated into NOK using the exchange rates applicable at the time of each transaction. Monetary
items in foreign currencies are translated into NOK using the exchange rates applicable on the balance sheet date.
Non-monetary items that are measured at fair value in a foreign currency are translated into NOK using the exchange
rates applicable on the date of measurement. Valuation changes due to exchange rate fluctuations are recorded on a
continuous basis under other financial items.
Receivables
Trade receivables and other receivables are recorded at par value after the subtraction of a provision for expected
losses. Provisions are made for losses based on individual assessments of each receivable.
Loan
Bond issues are accounted for at amortized cost using the effective interest rate method. Unamortised transaction
costs are recognised against the loan account on the balance sheet and amortisation costs are reflected in the income
statement as interest expenses.
Pensions
Defined
benefit
plans
A defined-benefit pension agreement defines the employees’ entitlement to agreed future pension benefits that
normally depend on factors such as age, number of years employed and salary terms.
Defined-benefit pension plans are assessed at the present value of future pension benefits that are considered to
have been earned on the balance sheet date for accounting purposes. Pension funds are valued at fair value. The
pension obligation is calculated annually by independent actuaries based on a linear earning method. The present
value of a pension obligation under a defined benefit pension plan is calculated by discounting the future payments
based on the market’s effective interest rate on the balance sheet date.
Changes in the liability due to changes in and deviations in the calculation assumptions are recognised directly in
equity.
Defined
contribution
plans
The company also has a defined-contribution pension plan as a collective occupational pension. The pension cost is
allocated to profit and loss, and there are no obligations for the company beyond the annual payment.
Classification and assesment of balance sheet items
Current assets and current liabilities comprise items that fall due within one year after the balance sheet date. Other
items are classified as non-current assets/non-current liabilities.
95
BORGESTAD ASA
Annual Report 2024
Current assets are valued at the lower of acquisition cost or fair value. Current debt is recognised at its nominal value
at the time it was recorded. Non-current assets are valued at acquisition cost but written down to fair value whenever
impairment is deemed non-transient. Non-current debt is recognised at nominal value. Fixed interest rate bonds are
accounted for at amortised cost.
Treasury shares
The company’s holdings of treasury shares are recorded at a nominal value below paid-in equity. The difference
between nominal value and acquisition cost is recorded under other equity.
Tax
The tax expense in the income statement includes both the tax payable for the period and changes in deferred tax.
Deferred tax is calculated at a nominal value rate based on the temporary differences that exist between accounting
and tax values, and tax losses carried forward at the end of the accounting year. Tax increasing and tax decreasing
temporary differences that reverse or can be reversed in the same period are offset. Net deferred tax assets are
recognised to the extent that it is probable that they can be utilised.
Tax payable and deferred tax are recognised directly against equity to the extent that the tax items relate to items
recognised directly to equity.
Cash flow statement
The cash flow statement is prepared according to the indirect method. Cash and cash equivalents consist of cash,
bank deposits and other current, liquid investments.
All figures in the notes to Borgestad ASA’s company accounts amount to NOK 1 000, unless otherwise stated.
Note
2
Revenue and other income
Rental income from real property
Services
Gain from disposal of fixed tangible assets
24
2 950
5 463
101
-
-
Total
8 438
101
Norway
Sweden
5 488
2 950
101
-
Total
8 438
101
In 2023, income from services to Höganäs Borgestad Holding AB, Sweden of MNOK 1,7 is classified as a reduction in
salary.
Borgestad ASA sold its former head office in Skien in 2024 with a profit of MNOK 5.5. The property was sold to the
company Gunnar Knudsens veg 144 AS. Borgestad ASA owns 10% of this company. See also Note 11.
Borgestad ASA has received TNOK 54 (TNOK 53 in 2023) in grants from the compensation scheme for electricity
support for businesses classified as a reduction in electricity costs.
96
BORGESTAD ASA
Geographical
distribution 2024 2023
By business area 2024 2023
Annual Report 2024
Note
3
Salary and personnel expense and management
remuneration
See the Group’s Note 5 for remuneration to the Board of Directors and Group Executive Management.
Salaries including board fees
Distribution of salary to Höganäs Borgestad Holding AB
Social security costs
Pension costs
Other personnel costs
7 519
-
1
245
197
167
5 088
-1 700
984
211
105
Total salaries and personnel expense
9 127
4 687
The number of man-years that has been employed during the financial year:
3
3
Statutory audit
Other assurance services
Tax consultant services
Other non-audit services
1
674
120
-
-
963
631
-
203
Total
1
794
1
797
97
BORGESTAD ASA
External audit remuneration
2024 2023
Compensation of employees 2024 2023
Annual Report 2024
Note
4
Pension
The company is obliged to have a pension plan pursuant to the Mandatory Occupational Pension Act in Norway. The
company’s pension plans satisfy the legal requirements. The company has a defined contribution pension plan that
includes full-time employees, a total of three persons as of December 31, 2024. The contribution is between 5 and 8
percent of the basic salary.
In addition, the company has an unsecured defined benefit pension plan for 2 persons. The pension plan was closed
for new employees at the transition date.
Pension expense recognised from defined benefit plans
Interest expenses
-
206
26
153
Estimated
pension
cost/income
for
defined
benefit
plans
206
178
Contributions to defined contribution plans
Contributions AFP
268
40
217
41
Total pension expense recognised in profit and loss
514
437
Unsecured pension
Number
of
people
in
the
agreement
at
the
end
of
the
year
Number of active
Number of retired
-
2
-
2
Gross pension obligation including social security tax
5 645
6 000
Estimate
variance
Encountered estimate deviations on pension liabilities unsecured schemes (negative sign is
losses)
-321
-1 388
Total estimate deviations recognised directly to equity
-321
-1
388
The year’s pension costs are calculated as follows:
Social security tax
Average turnover
Pension
liabilities
and
pension
assets
Discount rate
Wage growth in %
G-regulation
Pension adjustments in %
Expected return
14,1 %
0,0 %
14,1 %
0,0 %
3,30 %
3,50 %
3,25 %
1,90
%
3,30 %
3,70 %
3,75 %
3,50 %
2,40 %
3,70 %
98
BORGESTAD ASA
Total
pension
expense
recognised
in
profit
and
loss
2024 2023
Annual Report 2024
Note
5
Property, plant and equipment
Accumulated cost as at 1 January
6 420
1
113
7
533
Additions
Disposals
-
-6 420
-
-215
-
-6 635
Accumulated cost as at 31 January
-
898
898
Accumulated depreciation 01.01
Depreciation
Disposals
Accumulated depreciation 31.12
3 471
62
-3 533
-
20
180
-
199
3 490
242
-3 533
199
Carrying value
-
699
699
Economic life
-
20 %
In 2024 Borgestad has sold its property, see Note 2. From August 2024 Borgestad ASA has leased office spaces at a
cost of TNOK 96. The lease expires 31. July 2025.
Note
6
Other operating expenses
Audit fees, financial and legal assistance
Operation and maintenance
Travel expenses and associated costs
Rent office space
Lease of fixed assets
Other
7 013
1
525
371
96
70
212
6 340
1
507
269
-
39
473
Total
9 287
8 627
99
BORGESTAD ASA
Other
operating
expenses
2024 2023
Land
and
property
Other Sum
Annual Report 2024
Note
7
Subsidiaries
Borgestad Properties AS
1998
Skien,
Norway
Skien,
Norway
Gävle,
Sweden
100 %
235 746
11
926
235 746
247 641
Borgestad Industries AS
2013
100 %
170
662
-624
151
064
151
064
Höganäs Borgestad Holding
AB - sold
2021
2,4 %
-
1
842
Total
386 810
400 548
Reversal/(-)
write-down
of
shares
in
subsidiaries
-11
895
-117
277
In 2024, Borgestad ASA has received a Group contribution from Borgestad Properties AS of MNOK 29,99. The shares
in Borgestad Höganäs Borgestad Holding AB were sold in 2024 with a gain of MNOK 4,1 to the Group company
Borgestad Industries AB.
Borgestad Properties AS
Agora Bytom Sp. z o.o.
GZMO Sp. z o.o.
Idea Property & Asset Mana-gement Sp. z o.o.
Facility Service Sp. z o.o.
Borgestad Industries AS
Borgestad Industries AB
Höganäs Borgestad Holding AB
Höganäs Borgestad AS
Norway
Poland
Poland
Poland
Poland
Norway
Sweden
Sweden
Norway
Holding company
Real estate com-pany
Real estate com-pany
Property Mana-gement
Property Mana-gement
Holding company
Holding company
Holding company
Installation and supplier of refrac-
tory products
Supplier of re-fractory products
Installation and supplier of refrac-
tory products
Real estate com-pany
Installation and supplier of refrac-
tory products
Installation and supplier of refrac-
tory products
Supplier of re-fractory products
Supplier of re-fractory products
Supplier of re-fractory products
Supplier of re-fractory products
Supplier of re-fractory products
100,00 %
100,00 %
100,00 %
100,00 %
100,00 %
100,00 %
100,00 %
69,68 %
69,68 %
100,00 %
100,00 %
100,00 %
100,00 %
100,00 %
100,00 %
100,00 %
64,25 %
64,25 %
Höganäs Borgestad AB
Macon AB
Sweden
Sweden
69,68 %
69,68 %
64,25 %
64,25 %
Höganäs Bjuf Fastighets AB
Höganäs Borgestad Energi & Ugnsteknik AB
Sweden
Sweden
69,68 %
69,68 %
64,25 %
64,25 %
Höganäs Borgestad Oy
Finland
69,68 %
64,25 %
Höganäs Bjuf Germany GmbH
Höganäs Bjuf Italia Srl
Höganäs Contracting Asia Pacific Sdn Bhd
Höganäs Bjuf Asia Pacific Sdn Bhd
Höganäs Bjuf Eastern Europe Sp.z o.o.
Germany
Italy
Malaysia
Malaysia
Poland
69,68 %
69,68 %
69,68 %
69,68 %
69,68 %
64,25 %
64,25 %
64,25 %
64,25 %
64,25 %
100
BORGESTAD ASA
Country
of
Ownership
interest
Direct
and
indirect
ownership
incorporation
Main
operations 2024 2023
Specification
of
reversals/write-downs
of
financial
assets
2024 2023
Investment Location,
Ownership
Equity
as
at
Profit
Book
value
Book
value
Company year city
in
%
31
Dec.
2024
before
tax 31.12.23 31.12.22
Annual Report 2024
Note
8
Outstanding balances related parties
Agora Bytom Sp. z o.o.
Borgestad Industries AS
Borgestad Industries AB
Gunnar Knudsens veg 144 AS
Höganäs Borgestad Holding AB
Höganäs Bjuf Fastig-hets AB
Höganäs Borgestad AB
Borgestad Properties AS
-
-
-
-
158
-
-
28 045
-
-
-
-
69
114
-
270 715
147
713
9 550
25 733
4 259
-
-
-
9 241
133 823
8 951
5 457
-
-
-
-
-
-
-
-
-
-
-
-10
-
-
-
-
-
-
-
-9
-270 715
Total
28 203
270 898
196 497
148
231
-10
-270 724
Receivables towards Idea Property & Asset management Sp. z o.o. are written down by TNOK 1,539 to TNOK 0.
Long-term receivables are generally due more than 1 year from the date of the balance sheet.
Long-term receivables related to Agora Bytom Sp. z o. o. is a loan issued in PLN, change in value in NOK is because
of change in exchange rate and not change in principal amount.
Intermediate accounts with Group companies are calculated annually at an interest rate of 6.75 per cent.
Interest income from Group companies in 2024 is TNOK 13,946 compared with TNOK 10,211 in 2023.
101
BORGESTAD ASA
2024 2023 2024 2023 2024 2023
Current
Long-
term
Long-term
and
Company receivables receivables
short-term
debt
Annual Report 2024
Note
9 Tax
Profit before tax
Permanent differences
Consolidated contribution recognised in the income statement
Other permanent differences
Change in temporary differences
39 244
-303
-29 991
7 849
-14 053
-106 391
-17 153
-7 043
118
686
-16 081
General
income
2 746
-27
982
Contribution recognised in the income statement
Use of tax losses carried forward
28 045
-30 791
8 989
-
Tax base
-
-18 994
Overview
of
temporary
differences
Fixed asset differences
Long-term receivables and liabilities in foreign currency
receivables
Profit and loss account
Other provisons
Unsecured pension liabilities/funds
115
41
875
-709
5 637
-751
-5 645
30
32 983
-613
70
-
-6 000
Total
temporary
differences
40 523
26 471
Tax losses carried forward
Write-down deferred tax assets
-173 516
132 993
-204 307
177
836
Total
deferred
tax
basis
-
-
Net deferred tax 22%
-
-
Reconciliation
of
effective
tax
rate
in
the
profit
and
loss
account
Profit before tax
39 244
-106 391
22% tax on profit before tax
22% tax on permanent differences
Change in unrecognised deferred tax asset
8 634
1
232
-9 866
-23 406
22 765
641
Tax expense
-
-
Effective tax rate (tax expense compared with profit / loss before tax)
0,0 %
0,0 %
Capitalised deferred tax asset
Deferred tax assets are calculated on the basis of temporary differences that are expected to reverse in the
foreseeable future. When recording deferred tax assets on the balance sheet, the company has assessed whether it is
likely that the company can benefit from the estimated deferred tax benefit through future earnings.
When it is not probable that the estimated tax advantage can be utilised against future earnings, a limitation has been
made in the capitalisation of the deferred tax advantage. Unrecognised deferred tax assets amount to TNOK 29,258
of December 31, 2024.
102
BORGESTAD ASA
Tax
expense
and
deferred
tax
2024 2023
Annual Report 2024
Note 10
Equity and shareholders
Equity as at 01.01 2024:
350
621
211
759
114
362
-
676 741
Issue of share capital*
Share capital decrease by transfer to
other paid-in capital*
Estimate change pension obligation
Proposed dividens
Profit for the year
-
-
-
-
-
-315 559
-
-
-
-
-
-
-
315 559
-
-
-
-
-321
-28 050
39 244
-
-321
-28 050
39 244
Equity
as
at
31.12
2024
35 062
211
759
429
921
10
872
687 614
*In June 2024 Borgestad increased the share capital by NOK 9.75 through the issue of 39 new shares, each with a nominal value of NOK 0.25, in order
to facilitate for a reverse share split in the ratio 40:1.
The company’s share capital on December 31, 2024, is NOK 35 062 072 divided into 35 062 072 shares with a
nominal value of NOK 1 per share. All shares have equal voting rights.
The Board of Directors will propose to the Annual General Meeting an ordinary dividend of NOK 0.80 per share for
2024. The dividend amounts to MNOK 28,0.
Jan Erik Sivertsen
1)
board member
Helene Steen
2)
board member
Glen Ole Rødland
3)
Chairman of the board
Jacob Møller
4)
board member
Pål Feen Larsen, CEO
Wenche Kjølås
5)
board member
Bendik Persch Andersen, Head of M&A, Corp. dev. and IR
10 462 736
5 750 000
1 707 759
1 217 994
138 241
100 000
57 000
29,84 %
16,40 %
4,87 %
3,47 %
0,39 %
0,29 %
0,16
%
Total
19 433 730
55,43 %
1)
Applies
to
the
company
Kontrari
AS,
where
Jan
Erik
Sivertsen
is
general
manager
2)
Applies
to
the
company
SES
AS,
where
Helene
Steen
is
principal/CFO
3)
Applies
to
the
company
Gross
Managem ent
AS,
where
Glen
Ole
Rødland
and
close
relatives
controls
100
%
of
the
shares
4)
Applies
to
the
companies
Ploot
Invest
AS
and
Dione
AS,
both
controlled
by
Jacob
Møller
5)
Applies
to
the
company
Jawendel
AS,
where
Wenche
Kjølås
and
close
relatives
controls
100
%
of
the
shares
103
BORGESTAD ASA
Shares
owned
or
controlled
by
the
company's
management,
Number
of
the
board
of
directors
and
their
related
parties:
shares Percent
Share
premium
Other
paid-in
Share
capital reserve
capital
Other
equity
Total
equity
Annual Report 2024
The 20 main shareholders at 31.12.24 are:
Kontrari AS
Ses AS
Auris AS
Intertrade Shipping AS
Gross Management AS
Jahatt AS
Dione AS
Regent AS
Suveren AS
Christiansen, Lars Aage Haaland
North Sea Group AS
Aal Industrier AS
Bratrud, Gudmund Joar
Hausta Investor AS
Torhus Andreas
Ar Vekst AS
LGT Bank AG
Batjak AS
Gravråk Olve
Oaktiva AS
10 462 736
5 750 000
1 968 727
1 750 000
1 707 759
1 174 428
1 097 137
828 487
637 808
570 000
507 204
351 590
334 467
329 801
300 000
250 000
227 401
222 503
200 000
186 813
29,84 %
16,40 %
5,61
%
4,99 %
4,87 %
3,35 %
3,13
%
2,36 %
1,82
%
1,63
%
1,45
%
1,00 %
0,95 %
0,94 %
0,86 %
0,71
%
0,65 %
0,63 %
0,57 %
0,53 %
Total
28 856 861
82,30
%
Other shareholders
6 205
211
17,70
%
Total
35 062 072
100,00 %
104
BORGESTAD ASA
Shareholder
Number
of
shares
Ownership
interest
Annual Report 2024
Note
11
Other shares
ERH AS
QNTM Ecom SW AB
Impact Technology System AS
Gunnar Knudsens veg 144 AS
3 290
1 021 345
746 800
1
670
25
27 573
1
306
349
25
-
-
-
25
922
250
Total
29 253
25
In 2024, Borgestad ASA completed the sale of Gunnar Knudsens veg 144 in Skien, Norway. The building was sold the
Gunnar Knudsens veg 144 AS, Borgestad ASA owns 10 % of this company.
The office building was sold for a total of MNOK 10, with 50 percent structured as vendor credit, carrying a maximum
duration of three years. The transaction was finalized in October 2024. The accounting gain from the sale, amounting
to MNOK 5.5.
Borgestad ASA has classified the ownership in Gunnar Knudsens veg 144 AS as a joint arrangement. The reason
is that Borgestad ASA is shareholder, has the chair and has partly financed Gunnar Knudsens veg 144 AS through
the vendor credit. A specific judgment is completed, and the outcome of the judgement is that Borgestad ASA have
sufficient control over Gunnar Knudsens veg 144 AS to classify the investment as joint control.
Note 12
Cash
Unrestricted cash
Restricted cash
111
650
523
130 812
355
Total cash
112
173
131
168
Note 13
Contingent liabilities
Borgestad ASA has provided a guarantee of MEURO 5 in connection with the property loan issued from Pekao Bank in
Poland to Agora Bytom Sp. z o.o. Other than the guarantee issued to Bank Pekao there are no known major disputes
or contingent liabilities per December 31, 2024.
105
BORGESTAD ASA
Cash and cash equivalents 2024 2023
Total
share
Number
of
Investment
Book
value
Fixed
assets capital shares value 31.12
Annual Report 2024
Note 14
Financial instruments - Financial risk and management
objectives and policies
The company’s principal financial assets include shares in subsidiaries, loan to Group companies and cash. The Group
is exposed to market risk, credit risk and liquidity risk. The company’s management oversees the management of
these risks.
Market risk
Market risk is the risk that the future cash flows or fair value of a financial instrument will fluctuate because of
changes in market prices. Market risk includes interest risk and currency risk. Financial instruments affected by
market risk include loans and borrowings, deposits and debt.
i)
Foreign
currency
risk
Foreign currency risk is the risk that the future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The company is exposed to changes in the value of NOK relative to other currencies, primarily to
the subsidiary’s operating activities. The company’s subsidiaries have operations that are partly currency exposed.
Indirectly Borgestad are currency exposed to EUR and PLN through receivables and investments in Borgestad
Properties AS, which in turn has receivables and investment in Agora Bytom Sp. z.o.o.
ii)
Liquidity
risk
Liquidity risk is the risk that the company will not be able to fulfil its financial obligation as they fall due. The Groups
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the company’s reputation.
iii)
Credit
risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The company is exposed to credit risk from its operating activities and from its
financing activities, including deposits with banks and financial institutions and account receivables.
The largest individual debtors are the subsidiary Agora Bytom Sp. z o.o with TNOK 147,713, the largest debtor in
Borgestad Properties AS is also Agora Bytom Sp. z o.o. Maximum risk exposure is represented by the carrying value
of the financial assets, including any derivatives, on the balance sheet. As counterparties in derivatives trading and
deposits in banks are normally banks, the credit risk associated with these items is considered to be very low.
The company therefore considers its maximum risk exposure to be the carrying value of long-term receivables, TNOK
192,238. See overview in Note 8.
Note 15
Events after the balance sheet date
The Board of Directors will propose to the Annual General Meeting an ordinary dividend of NOK 0.80 per share for
2024. The dividend amounts to MNOK 28,0.
106
BORGESTAD ASA
Annual Report 2024
Attachments
Alternative
performance measures
Alternative performance measures, i.e., financial targets that are not defined or stated in the relevant regulations
for reporting historical financial information, are used by Borgestad in order to be able to provide supplementary
information by excluding items which, in Borgestad’s assessment, do not give a good indication of periodic operating
profit or cash flow. Financial alternative performance measures are intended to provide better comparability of results
and cash flows from period to period, and it is Borgestad’s experience that these are often used by analysts, investors,
and other actors. Borgestad uses the same performance targets internally in the work to further improve results and
profitability in the business by setting long-term financial targets. Borgestad’s alternative performance measures
are defined based on adjusted IFRS concepts and are defined, calculated, and used in a consistent and transparent
manner over time where it is relevant in all business areas and in the Group as a whole. Financial alternative
performance measures must not be considered a substitute for reported results in accordance with IFRS.
Borgestad’s financial alternative performance measures
EBITDA
EBIT + depreciation, amortization and write-downs.
Return on equity
Profit before tax expense, minus payable tax, minus unrealized premium, as a
percentage of average equity.
Return on total capital
Profit before tax plus interest costs as a percentage of average total capital.
Liquidity ratio
Current assets as a percentage of short-term debt.
Equity
share
Booked equity including minority interests as a percentage of total capital.
Bank
deposits
and
securities
Bank and short-term financial investments.
Interest-bearing
debt
(IBD)
Long-term and short-term loans, including financial leasing obligations.
Net
interest-bearing
debt
(NIBD)
IBD minus Cash.
Profit per share
Net profit divided by the average number of shares.
107
BORGESTAD ASA
Annual Report 2024
Reason for including
EBITDA: Shows performance regardless of capital structure, tax situation and adjusted for income and expenses
related transactions and events not considered by management to be part of operating activities. Management
believes the measure enables an evaluation of operating performance. EBITDA is part of Borgestad’s financial
covenants.
Adjusted figures: To be able to compare the EBITDA of different reporting periods, significant non-recurring items not
directly related to operating activities, are included in Other income and expenses.
EBITDA
Operating income/(loss)
Impairment of non-current assets
Depreciation
104 336
-
34 733
5 601
90 126
31 750
-70 848
91 343
31 799
43 319
-
33 305
EBITDA
139 069
127
478
52 293
76 625
EBITDA
adjusted
group
EBITDA
Gain resulting from the arbitration case
Gain on sale of asset
139 069
-
-5 463
127 478
-46 400
-
EBITDA
adjusted
133
606
81
078
EBITDA
adjusted
segment
other
acitvites
EBITDA
Gain from sale of asset
-8 368
5 436
-11
596
-
EBITDA
adjusted
-13 804
-11
596
EBITDA
adjusted
segment
refractory
EBITDA
Gain resulting from the arbitration case
106 146
-
101
986
-46 400
EBITDA
adjusted
106
146
55 586
2) EBIT
segment refractory
EBIT
Gain resulting from the arbitration case
81 122
-
79 621
-46 400
EBIT adjusted
81 121
33 221
2) EBIT
segment refractory
Revenue and other income
EBIT adjusted
1 087 363
81 121
1 072 165
33 221
EBIT adjusted
7.5 %
3.1
%
108
BORGESTAD ASA
(NOK
1000)
2024 2023
(NOK
1000)
2024 2023
(NOK
1000)
2024 2023
(NOK
1000)
2024 2023
(NOK
1000)
2024 2023
(NOK
1000)
2024 2023 2022 2021
Annual Report 2024
Reason for including: Equity ratio is an important measure in describing the capital structure..
Total equity
Average equity
Profit before taxes
Foreign currency gain/(-) loss
809 032
782 437
82 285
1
386
755 842
631 857
-37 283
6 362
507 873
423 585
-124 320
-6 839
339 297
361 527
-39 975
-2 142
Return
on
equity
in
%
10.7 %
-4.9
%
-31.0 %
-11.6
%
Total capital
Average capital
Profit before taxes
Interest expenses
1 462 799
1 434 588
82 285
27 403
1 406 378
1 436 468
-37 283
51
910
1 466 558
1 449 093
-124 320
47 429
1 431 627
1 482 890
-39 975
52 664
Return
on
total
capital
in
%
7.6
%
1.0 %
-5.3 %
0.9
%
Current assets
Current liabilities
497
115
260 623
463 752
272 984
455 432
344 718
357 058
552 739
Liquidity ratio in %
191
%
170 %
132 %
65 %
Total equity
Total capital
809 032
1 462 799
755 842
1 406 378
507 873
1 466 558
339 297
1 431 627
Equity ratio
in
%
55.3 %
53.7
%
34.6
%
23.7
%
Reason for including: Net interest-bearing debt provides an indicator of the net indebtedness and an indicator of
the overall strength of the statement of financial position. Net interest-bearing debt is part of Borgestad’s financial
covenants (leverage ratio) and is important in understanding the capital structure.
Other non-current liabilities
Mortgage debt
Bond loan
Lease liability
Bank overdraft
-
395 500
-
41 716
-
-
395 785
-
40 093
24 098
76 031
510 791
96 581
37 877
58 537
79 296
523 047
264 885
32 372
-
Total
interest-bearing
debt
437 216
459 976
779 816
899 599
IBD (Interest-bearing debt)
Cash
437 216
220 462
459 976
152
688
779 816
91
059
899 599
48 337
Total
216
754
307 289
688 757
851 262
109
BORGESTAD ASA
NIBD
(Net
Interest-bearing
debt)
2024 2023 2022 2021
IBD
(Interest-bearing
debt)
2024 2023 2022 2021
Equity
ratio 2024 2023 2022 2021
Liquidity
ratio 2024 2023 2022 2021
Return on total capital
2024 2023 2022 2021
Return on equity
2024 2023 2022 2021
Annual Report 2024
NIBD (Net Interest-bearing debt)
EBITDA
216
754
139 069
307 289
127
478
688 757
52 293
851
262
76 625
NIBD/EBITDA
1.6
2.4
13.2
11.1
Controlling interest's share of the profit
Average no of shares
45 229
35 062
-78 281
339 983
-124 805
112
144
-24 077
12 717
Profit
per
share
in
%
1.29
-0.23
-1.11
-1.89
Cash
Average no of shares
220 462
35 062
152
688
339 983
91
059
112
144
48 337
12 717
Cash per share in %
6.29
0.45
0.81
3.80
Drawn on the overdraft facility
Overdraft facility 70 MSEK
Restricted deposits tax
Restricted deposits 1 MEUR
Cash
-
72 051
-4 692
-11
795
220 462
-24 098
70 910
-2 174
-11
241
152 688
-58 537
66 172
-2 679
-10 514
91 059
-
68 215
-3 197
-9 989
48 337
Available
liquidity
at
end
of
period
276
026
186 086
85 501
103
366
110
BORGESTAD ASA
Available
liquidity
at
end
of
period
2024 2023 2022 2021
Cash per share 2024 2023 2022 2021
Profit per share
2024 2023 2022 2021
NIBD/EBITDA 2024 2023 2022 2021
Annual Report 2024
Statement from the
Board and the CEO
of Borgestad ASA
Today, the Board of Directors and the Chief Executive Officer reviewed and approved the Board of Directors’ report
and the consolidated and separate annual financial statements of Borgestad ASA as of 31 December 2024.
The consolidated financial statements have been prepared in accordance with IFRS as adopted by EU as well as
additional information requirements as per the Norwegian Accounting Act. The financial statements for the Company
have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting practice in
Norway.
We confirm to the best of our knowledge that:
the consolidated financial statements for 2024 have been prepared in accordance with IFRS® Accounting Standards
as adopted by EU, as well as additional information requirements in accordance with the Norwegian Accounting Act,
and that
the financial statements for the parent company for 2024 have been prepared in accordance with the Norwegian
Accounting Act and generally accepted accounting principles in Norway, and that
the information presented in the financial statements gives a true and fair view of the Company’s and Group’s assets,
liabilities, financial position and result for the period viewed in their entirety, and that
the Board of Directors’ report gives a true and fair view of the development, performance and financial position of the
Company and Group, and includes a description of the principal risks and uncertainties
◆
◆
◆
◆
Lysaker, April 25 2025 BoardofDirectors,BorgestadASAGlenOleRødlandHeleneBrydeSteenJacob Andreas Møller Chairman Board Member Board Member Wenche Kjølås JanErikSivertsenPålFeenLarsenBoard Member Board Member CEO Thedocumentiselectronicall ysigned.
111
BORGESTAD ASA
Deloitte AS
Leirvollen 23
NO-3736 Skien
Norway
+47 23 27 90 00
www.deloitte.no
To the General Meeting of Borgestad ASA
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Borgestad ASA, which comprise:
•
The financial statements of the parent company Borgestad ASA (the Company), which comprise the
balance sheet as at 31 December 2024, the income statement and statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies.
The consolidated financial statements of Borgestad ASA and its subsidiaries (the Group), which
comprise the consolidated statement of financial position as at 31 December 2024, consolidated
statement of income, consolidated statement of comprehensive income, consolidated statement of
change in equity and consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information.
•
In our opinion
•
•
the financial statements comply with applicable statutory requirements,
the financial statements give a true and fair view of the financial position of the Company as at 31
December 2024, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2024, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU.
•
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by relevant
laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of Borgestad ASA for 8 years from the election by the general meeting of the
shareholders on 8 June 2017 for the accounting year 2017.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of 2024. These matters were addressed in the context of our audit of the financial
Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a
UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent enti ties. DTTL and
Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.
Registrert i Foretaksregisteret
Medlemmer av Den norske Revisorforening
Organisasjonsnummer: 980 211 282
Deloitte Norway conducts business through two legally separate and independent limited liability companies; Deloitte AS, providing audit,
consulting, financial advisory and risk management services, and Deloitte Advokatfirma AS, providing tax and legal services.
Independent auditor’s report
Borgestad ASA
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Valuation of investment property
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there is
material inconsistency between the Board of Directors’ report and the other information accompanying the
financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appear to be materially misstated. We are required to report if there is a material misstatement in the Board
of Directors’ report or the other information accompanying the financial statements. We have nothing to
report in this regard.
2
Description of the Key Audit Matter How the matter was addressed in the audit The Group’s investment property Agora Bytom in We have: Poland has a booked value of 729,6 million kroner as of •Assessed the design & 31.12.2024. The investment property is recognized at implementation of relevant controls cost. The investment property has been tested for related to management process for impairment in 2024 and the recoverable amount has identifying impairment indicators, as been determined by the management. It is referred to well as the determination of the note 10 in the Annual Report. recoverable amount of the investment property. The determination of the recoverable amount is based •Assessed the methodological on key assumptions such as discount rate, future approach to determine the tenant income and vacancy rate. These are recoverable amount in accordance assumptions where management exercise judgment with the requirements set out in IAS 36 and which possess estimation uncertainty and – Impairment of assets. combined with the investment property’s relative •Used internal specialist to test the substantial share of the Group’s total assets, this has accuracy of the methods applied to been concluded to be a key audit matter. determine the recoverable amount. •Reviewed and challenged the reasonableness of management’s assumptions related to tenant income and vacancy rate by comparing historical tenant income and vacancy rate. •Used internal specialist to assess the applied discount rate. •Assessed whether the disclosure requirements in the annual report fulfil the disclosure requirements in IAS 40 – Investment Property.
Independent auditor’s report
Borgestad ASA
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
•
•
is consistent with the financial statements and
contains the information required by applicable statutory requirements.
Our statement on the Board of Directors’ report applies correspondingly to the statement on Corporate
Governance.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation of the consolidated financial statements of the Group that give a
true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is
responsible for such internal control as management determines is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is not likely
that the enterprise will cease operations. The financial statements of the Group use the going concern basis
of accounting unless management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
•
identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group's internal control.
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
conclude on the appropriateness of management’s use of the going concern basis of accounting,
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company and
the Group to cease to continue as a going concern.
•
•
•
3
Independent auditor’s report
Borgestad ASA
•
evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
•
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Borgestad ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name Borgestad-ASA-2024-12-31-en.zip, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European
Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian
Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML
format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with
ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE)
3000 – “Assurance engagements other than audits or reviews of historical financial information”. The
standard requires us to plan and perform procedures to obtain reasonable assurance about whether the
financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes
for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the
financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the
4
Independent auditor’s report
Borgestad ASA
iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in human-
readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Skien, 25 April 2025
Deloitte AS
Hilde B. Knudsen
State Authorised Public Accountant
(electronically signed)
5
Independent
auditors
report
2024
-
Borgestad
ASA
Name
Knuds e n, Hilde Synnøv e
Bruseth
Identification
Date
2025-04-25
Knudsen, Hilde Synnøve
Bruseth
This document contains electronic signatures using EU-compliant PAdES - PDF
Advanced Electronic Signatures (Regulation (EU) No 910/2014 (eIDAS))
www.borgestad.no
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