Soiltech

Annual Report (ESEF) • Apr 2, 2025

Soiltech AS AN INNOVATIVE TECHNOLOGY COMPANY SOLVING A PRESSING ISSUE, FOR A GREENER FUTURE 2 Table of Contents This is Soiltech………….……………………………………………….…… 3 Word from CEO…………..……………………………………………….. 4 The Board of Directors’ report 2024……………………………… 5 Members of the Board…………………………………………………. 10 Consolidated financial statements ………………..…………….. 12 Notes to the Consolidated financial statements…………… 17 Financial statements Parent company…………………….…… 38 Notes to the Parent company……………………………………... 44 Independent Auditors report……………………………………….. 58 3 This is Soiltech Soiltech is an innovative technology company specializing in the treatment, recycling and sustainable handling of contaminated water and solid industrial waste streams at site. Our technologies enable cost savings and lower CO2 emissions through waste reduction, waste recovery and reuse. Soiltech operates world-wide, with its head office at Forus in Sandnes, Norway. 4 Word from the CEO In 2024, we continued our growth journey, with strong results and increased customer demand for our technologies. Soiltech’s solutions contribute to reduced carbon emissions, in a world with growing energy demands. We see an increased demand across our full technology portfolio, thanks to the dedicated Soiltech team and our focus on delivering innovative solutions and strong operations. We were pleased to see a year-on-year revenue growth of 20%, due to an increase in the Fluid treatment segment of 14% and the Solid waste handling business of 57%. Going forward, we expect the solid waste handling to grow further, across GEO markets, in line with our strategy of being a full- service provider of drilling waste management services. We receive great feedback from our clients when it comes to our operational performance, thanks to our committed personnel on location and the onshore support team. This positive feedback is important for Soiltech as operational excellence is a key factor for our continued success. We continue to prioritize safe operations as a fundamental part of our work culture. During 2024, the number of employees remained quite stable at 126, following a steep increase the year before. In 2025, we expect to continue recruiting, on the back of recently awarded contracts. Our recruitment campaigns continue to attract strong interest. We remain committed to continuous improvement, with training, competence enhancement, and technology innovation as key drivers. The international operations’ share of our business remained quite stable at 24% of revenues compared to 27% in 2023. Going forward, I expect our international activities to increase, as we see tightening environmental regulations world-wide. Soiltech aims to be a market leader within sustainable and effective technologies. We will leverage our strong position in the North Sea to gain market shares globally. Financially, we continue to run a solid business. I am grateful for the strong support from our banks and owners, which have provided us with the required capital to finance our growth over the years. Soiltech’s listing on Euronext Expand in September 2024 marks a natural step for Soiltech, providing a marketplace for trading of the Soiltech share and the possibility of securing financing to continue the growth. With several large contracts already awarded in 2025, we are in an excellent position to continue growing our business and create value for our customers and shareholders. Jan Erik Tveteraas , CEO 5 Board of Directors report 2024 Established in 2011, Soiltech is an innovative technology company specializing in the treatment, recycling and sustainable handling of contaminated water and solid waste at site. Our technologies enable cost savings and lower CO2 emissions through waste reduction, waste recovery and reuse. The Group’s head office is at Koppholen 25 in Sandnes, Norway. Soiltech (the Group) consists of the Parent Company Soiltech ASA (the Company) and the subsidiaries Soiltech Offshore Services AS and Sorbwater Technology AS and the newly established Soiltech Romania SRL. In 2024, the Group had operations in Norway, the United Kingdom, the Netherlands, Denmark, Mauritania, Cyprus, Suriname and Mexico. Highlights in 2024  January: Contract with Equinor for cuttings handling on Oseberg Sør  January: Contract with Well Expertise for treatment of contaminated water (STT) in the North Sea, on a mobile drilling rig  February: Contract with Wintershall Dea Mexico for waste management services on the jack-up rig Ran  March: Contract with Shelf Drilling for treatment of contaminated water (STT) on the jack-up rig Shelf Drilling Barsk  April: Equinor exercised option to extend the waste management contract with Soiltech, till May 2026  April: Contracts with WinthershallDea and Petrogas E&P for drilling waste management, both on the jackup drilling rig Noble Resilient  April: Contract with Odfjell Drilling for treatment of contaminated water (STT) on Deepsea Stavanger in Norway  May: Contract with Tullow Oil for treatment of contaminated water (STT) on Island Innovator offshore Mauritania  June: Contract with Equinor for treatment of contaminated water (STT) on the FSU Njord Bravo in Norway  June: Contract with Petrogas E&P for treatment of contaminated water (STT) on Noble Resolute in the Netherlands  July: Call-of under the frame agreement with Transocean for treatment of contaminated water on Transocean Enabler in Norway  July: Contract with COSL Drilling for treating contaminated water on COSL Promoter in Norway  September: First day of trading in Soiltech ASA on Euronext Expand  September: Contract with PGNIG for treatment of contaminated water (STT) on Deepsea Yantai in Norway  October: Call-off under the Frame agreement with Equinor to provide solid waste (drill cuttings) handling on Statfjord B  December: Announcement of a strategic partnership with Estedama in Saudi Arabia  Significant investments were made throughout the year to build capacity to meet the anticipated increase in drilling activity and demand for the Group’s technologies Events after year-end  Soiltech ASA and Soiltech Romania SRL were awarded a contract by OMV Petrom S.A. to provide cuttings containment and transfer equipment and related services to the Neptun Deep project. Neptun Deep is the largest natural gas project in the Romanian Black Sea. Commencement is anticipated in 2025. The agreement is concluded for a period of 5 years, with an initial estimated contract value of USD 10 million for an estimated duration of 18 months.  Soiltech was informed of the intention to award Soiltech an agreement with Northern Ocean for the delivery of Drilling waste management services on the harsh environment drilling rig Deepsea Bollsta. The 6 contract is expected to commence in the second half of 2025. This is expected to be a large contract for Soiltech. A large contract has an estimated value above NOK 20 million over a 12-month period.  Soiltech received a call-off order under the Frame agreement with Equinor to provide drilling waste management services on the Grane field in Norway. The services comprise of offshore provision of solid waste (drill cuttings) containment and handling. The expected startup is first quarter of 2025. This is expected to be a large contract for Soiltech. Financial performance and financing The Group The activity has been high throughout the year. The success can be attributed to an increasing demand for the Group’s innovative and sustainable waste treatment technologies, as clients are looking for solutions to reduce their carbon emissions. The revenue in 2024 was MNOK 274 with a growth year on year of 20%. The gross margin was 47% and the Adjusted EBITDA was MNOK 63, compared to MNOK 51 in 2023. Profit before tax amounted to MNOK 11. There was a one-off effect mainly related to merger and IPO cost of MNOK 17.8 giving a Profit before tax (adjusted) of MNOK 27.8 in 2024. The net profit of MNOK 7 is transferred to other equity. Total assets at year-end amounted to MNOK 434 (MNOK 351). Cash flow from operating activities reached MNOK 39.4, while cash flow from investing activities was MNOK -39 due to our capacity expansion initiatives. Following a net contribution of MNOK 7.5 from financing activities, the net cash flow for the full year 2024 stood at MNOK 7.9. The cash position as of year-end was MNOK 34.7 while the equity ratio remained solid at 47% (49%). In 2024 Soiltech entered a long-term loan facility with Rogaland Sparebank. The 7-year loan facility is MNOK 30 and comes in addition to the existing facility of MNOK 148. Parent Company Net profit of MNOK 8 is transferred to other equity. Total assets at year-end amounted to MNOK 439 (MNOK 358). Operations The Group saw an increase in operations in 2024, with higher activity across the full technology portfolio. During the year, we had up to 24 slop treatment operations and five cutting handling projects ongoing. In addition, the Group performed cleaning and swarf removal jobs. During 2024, the Group had operations in 8 countries and international revenues accounted for 24% of total revenues. There was no operational or commercial downtime in 2024. Key figures (NOK mill) 2024 2023 2024 2023 Revenues 274 229 274 229 Gross Profit 129 97 116 94 Gross Profit margin 47 % 45 % 42 % 41 % Adjusted EBITDA 63 52 63 51 Profit before tax 12 32 11 32 Net profit 8 26 7 27 Total asset 439 358 434 351 Net interest bearing debt 148 96 159 111 Cash 29 36 35 39 Working Capital 32 3 40 17 Equity 205 170 205 171 Equity ratio 47 % 48 % 47 % 49 % Parent company Group 7 Risk management and internal control The Group categorizes its primary risks into commercial, operational, compliance and legal, financial and IT- and cyber-related risks. The Group has evaluated the overall climate risk to be low. While climate-related matters are not expected to critically affect assets, provisions, or future cash flows, the Group acknowledges that industry- wide climate risks could have an indirect impact on its operations over time. Further details can also be found in note 18 and 19 in the consolidated financial statements. Commercial risks include such risks as macro indicators, suppliers, partners, competitors, and technology. Operational risks include technical and operational status and performance of its equipment as well as HSEQ. Compliance and legal risks include the management system, certifications as well as contractual, legal, and regulatory understanding and compliance. Financial risk includes quality in continuous reporting and internal controls, proper financing and financing sources, forecasting and liquidity management as well as financial risk management related to interest rates, foreign exchange, credit risks and tax risks. IT and cyber risks include the Group’s IT and communication systems, procedures, ways of working, as well as technical barriers and controls. The Group’s management and Board of Directors manage these risks on a continuous basis through periodic reviews, reporting, forecasting and other mitigating measures. While the Company operates in a cyclical industry, its client base, however, consists of solid and credit-worthy oil & gas and drilling companies. During the year, the Group has focused on continuous improvement in training and competence requirements, technical and operational safety as well as planning and forecasting. The Group has a solid balance sheet and has no trade losses in 2024. A new bank facility was secured during the year, and a solid cash position was maintained. Climate risk The Group’s technologies are energy efficient technologies that contribute to waste reduction, waste recovery and reuse. As such we are contributing to responsible resource management and reduced emissions through the energy transition. As emissions and discharge regulations are tightened globally, the Group’s technologies may play an increasingly important role in the oil & gas industry. Climate risk is defined as the measure of vulnerability to climate-related impacts that may have financial consequences, or that may affect various aspects of financial performance. Those consequences could be anything from minor inconvenience to a complete loss of an asset’s value or operability. With such high stakes, reducing the uncertainty of that outcome is business critical. While the Group has assessed its direct climate risk exposure as low, the industry faces increasing regulatory, operational, and market-driven challenges related to climate change. Stricter environmental regulations, evolving customer preferences, and potential shifts in investment patterns could indirectly impact Soiltech’s operations, market opportunities, and long-term growth prospects. The Group’s overall focus regarding the external environment is to provide knowledge to the market about our technologies, while helping our customers reduce their emissions. Overall, this results in a reduction in emissions that benefits the society. An important Soiltech focus area is to reduce the number of trucks to lower the emissions associated with transporting our equipment to the customer’s site. We aim to avoid rush mobilizations and load the truck as full as possible. Liability Insurance (Directors and Officers) The Company has in place a Directors & Officers liability insurance that covers Directors of the Board and executive management. The limit of the coverage is MNOK 50. Research & Development The Group has a strong focus on innovations but does not undertake specific research & development activities as such. However, the Group is continuously focusing on improving existing technologies and developing new solutions, based on experience from operations and market needs. 8 Human Resources, Diversity and Governance The Group had 126 employees at end-2024 compared to 125 end-2023. The board perceives that the working environment and the general well-being in the workplace as good. This was confirmed in the 2024 organizational survey. The Group’s diversity is exemplified by the fact that its employees come from multiple countries. The Group’s onshore personnel consist of both men and women. The management team consist of three women and four men. The board has five members, two women and three men. The Group’s field personnel consist of men. The Group has incorporated guidelines aiming to ensure that there is no discrimination based on gender or nationality. The Group works systematically with recruitment, salary and working conditions, and promotion and development opportunities. HSEQ A fit for purpose management system and robust HSEQ performance is fundamental to the Group. The Company is recertified according to ISO 9001 (Quality), ISO 14001 (Environment) and ISO 45001 (Working Environment). The Group requests and receives continuous feedback from its clients to measure quality and continuous improvement. A high degree of repeat clients is an additional quality parameter that is monitored. The Group had a sick leave of 2.8 % in 2024. The board perceives the working environment and the general well- being in the workplace as good. Soiltech has a zero-accident philosophy when it comes to incidents and spills and strives on a continuous basis to reduce the impact of its activities on the external environment. Regrettably, we experienced two lost-time injuries in 2024, both resulting in fractures. Following an investigation, we have implemented measures to prevent similar incidents in the future. Safety remains our top priority to ensure the well-being of our employees. Internal control in Soiltech is ensured in accordance with our policies and procedures, and reinforced based on the organizational structure, competence, and authority matrix as well as segregation of duties. Sustainability (ESG) The Group will listen to stakeholders and continue to shape our business in a sustainable direction. We acknowledge UN’s 17 Sustainable development goals, and we will contribute to reach them by fostering innovation within the Group to further develop our technologies, towards a greener future. We will conduct our business in a socially responsible manner consistent with the UN Guiding Principles on Business and Human Rights and the Ten Principles of the UN Global Compact. We respect all internationally recognized human rights, including those embedded in the Universal Declaration of Human Rights, the UN Convention on Economic, Social and Cultural Rights, the UN Convention on Civil and Political Rights and the ILO Declaration on Fundamental Principles and Rights at Work. These rights include, but are not limited to, the freedom of association and the right to bargain, and the right to freedom from forced labor, child labor or discrimination in working life. We also respect current standards in International Humanitarian Law including the Transparency Act which aims to reduce the risk of human rights violations, avoid modern slavery, and ensure decent working conditions. Statement of Transparency act can be found on https://soiltech.no/sustainability/. Outlook Soiltech’s robust financial results, strong contract pipeline, and strategic partnerships position the company for further growth in 2025 and onwards. With major contracts already secured, and an expanding international footprint, we remain committed to deliver innovative, sustainable waste management solutions to our clients. Soiltech is strategically well positioned to expand our market share across our full technology portfolio. We are optimistic about the market outlook as the demand for our services continues to rise, both in Norway and internationally. The Board emphasizes that any forward-looking statements contained in this report could depend on factors beyond its control and are subject to risks and uncertainties. Accordingly, actual results may differ materially. 9 Going Concern assumption The Board confirms that the annual accounts and the information presented in the board of directors’ report have been prepared based on going concern assumption ref. IAS 1. Shareholders and share capital At the end of 2024 Soiltech had 1 248 shareholders. The 10 largest shareholders owned 64.6% of the company whereas foreign ownership was 34.8%. As at end 2024, Soiltech had an issued share capital of NOK 1 035 201 and 7 963 087 outstanding shares, each with a nominal value of NOK 0.13, carrying equal voting rights. There are no shareholder and transfer restrictions as described in the Accounting act §2-2 (13). Corporate Governance Soiltech ASA has established a Corporate Governance Policy. This policy outlines the framework of guidelines and principles governing the interactions between the Company's shareholders, Board of Directors, Chief Executive Officer, and executive management team. Our commitment to these principles ensures transparency, accountability, and sustainable value creation for all stakeholders. The report can be found on https://soiltech.no/investor/#corporategovernancepolicy. Dividend The Board does not propose paying dividend for 2024. Soiltech is a growth company, and we are aiming at a continued growth, based on a solid financial position. Payment of future dividend will be evaluated. Events after year-end As far as the Board is aware, there have been no significant events since year-end which would impact on the financial position and profits of the Group other than those mentioned under Events after year-end above. Sandnes, April 2, 2025 The board of directors of Soiltech ASA ____ ___ __ Dag Schjerven Chairman of the Board Olaf Skrivervik Member of the Board Eirik Flatebø Member of the Board __ __ __ Karin Govaert Member of the Board Mona Hodne Steensland Freuchen Member of the Board Jan Erik Tveteraas Chief Executive Officer eirik flatebø Mona Hodne Steensland Freuchen Karin Govaert Jan Erik Tveteraas Dag Schjerven Olaf Skrivervik 10 Members of the Board - Soiltech ASA Dag Schjerven Chairman of the board Eirik Flatebø Board member Olaf Skrivervik Board member Karin Govaert Board member Mona Hodne Steensland Freuchen Board member 11 12 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (amounts in NOK 1000) Note 2024 2023 Revenue 3 273 892 229 112 Other operating income 3 128 167 Total operating income 3 274 020 229 279 Cost of materials (44 422) (39 696) Personnel expenses 4 (136 277) (115 990) Depreciation and amortisation 5,9,10,11 (22 727) (17 930) Impairment 9 - (5 050) Other operating expenses 6 (28 954) (23 814) Total operating expenses (232 379) (202 481) Expenses related to Merger & IPO 8,22 (17 838) (1 628) Other gains 22 - 15 000 Operating profit 23 803 40 170 Net foreign exchange gains (losses) 7 1 351 186 Financial income 7 225 296 Financial expenses 7 (14 376) (8 371) Net financial items (12 800) (7 890) Profit/(loss) before tax 11 003 32 280 Income tax expense 8 (3 509) (4 869) Profit/(loss) for the period 7 494 27 411 Other comprehensive income Items that may be reclassified to profit or loss Currency translation differences - - Income tax relating to these items - - Net other comprehensive income - - Total comprehensive income for the period 7 494 27 411 Total comprehensive income is attributable to: Owners of Soiltech AS 7 494 27 411 TRANSFERS Transfers to other equity 7 494 27 411 Total allocations 7 494 27 411 Earnings per share (NOK) Basic earnings per share 21 1.00 3.70 Diluted earnings per share 21 0.95 3.44 13 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (amounts in NOK 1000) ASSETS Note 31.12.2024 31.12.2023 Non-current assets Deferred tax assets 8 7 877 10 403 Intangible assets 9 2 246 1 811 Property, plant & equipment 10 201 915 181 117 Right-of-use assets 11 112 217 71 140 Other non-current assets 12 0 762 Total non-current assets 324 256 265 234 Current assets Inventories 0 159 Trade receivables 13 59 854 44 195 Cash and cash equivalents 14 34 695 26 783 Other current assets 12 15 431 14 310 Total current assets 109 979 85 447 TOTAL ASSETS 434 234 350 681 EQUITY AND LIABILITIES Note 31.12.2024 31.12.2023 Equity Share capital 20 1 035 741 Other paid-in equity 109 493 83 948 Other reserves 2 432 1 826 Retained earnings 91 544 84 050 Total equity 204 505 170 565 Non-current liabilities Borrowings 14,15 86 609 68 913 Lease liabilities 11,14 72 959 41 847 Other non-current liabilities 12 541 669 Total non-current liabilities 160 109 111 429 Current liabilities Trade payables 17 10 528 13 153 Borrowings 14,15 20 207 16 860 Lease liabilities 11 13 940 10 409 Tax payable 8 0 0 Other current liabilities 12 24 946 28 265 Total current liabilities 69 620 68 687 Total liabilities 229 730 180 116 Total equity and liabilities 434 234 350 681 14 Sandnes, April 2, 2025 The board of directors of Soiltech ASA __ __ __ Dag Schjerven Chairman of the Board Olaf Skrivervik Member of the Board Eirik Flatebø Member of the Board __ __ __ Mona Hodne Steensland Freuchen Member of the Board Karin Govaert Member of the Board Jan Erik Tveteraas Chief Executive Officer eirik flatebø Mona Hodne Steensland Freuchen Karin Govaert Jan Erik Tveteraas Dag Schjerven Olaf Skrivervik 15 CONSOLIDATED STATEMENT OF CASH FLOWS (amounts in NOK 1000) Note 2024 2023 Cash flows from operating activities Profit/(loss) before tax 11 003 32 280 Income taxes paid 8 (983) - Depreciation, amortisation and impairment 5 22 727 22 980 Interest expense 7 13 398 7 757 Other gains 22 - (15 000) Non-cash expenses related to merger 22 12 718 - Changes in trade receivables, contract assets/liabilities (15 659) (14 533) Changes in trade payables (2 626) 2 186 Changes in other accruals and prepayments (1 219) 1 078 Net cash flow from operating activities 39 359 36 748 Cash flows from investment activities Purchase of property, plant & equipment & Intangible assets 9,10 (38 993) (64 028) Net cash flow from investment activities (38 993) (64 028) Cash flows from financing activities Proceeds from new borrowings 45 700 45 561 Proceeds from merger 12 803 0 Repayments on borrowings 14 (23 467) (13 226) Payment of principal portion of lease liabilities 11,14 (13 221) (10 567) Interest paid 14 (14 588) (6 537) Proceeds from capital increase 318 0 Net cash flow from financing activities 7 546 15 231 NET CASH FLOW FOR THE PERIOD 7 912 (12 049) Cash and cash equivalent 01.01 26 783 38 832 Cash and Cash equivalents 34 695 26 783 16 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share Other paid- Other Retained Total equity (amounts in NOK 1000) capital in equity reserves earnings 2024 Balance at 31 December 2023 741 83 948 1 826 84 050 170 565 Profit/(loss) for the period 0 0 0 7 494 7 494 Other comprehensive income 0 0 0 0 0 Total comprehensive income 0 0 0 7 494 7 494 Transactions with owners Share-based payment 4 315 606 0 925 Merger 291 25 230 0 0 25 521 Balance at 31 December 2024 1 035 109 493 2 432 91 544 204 505 2023 Balance at 31 December 2022 741 83 948 1 132 56 639 142 458 Balance at 1 January 2023 741 83 948 1 132 56 639 142 458 Profit/(loss) for the period 0 0 0 27 411 27 411 Total comprehensive income 0 0 0 27 411 27 411 Transactions with owners Share-based payment 0 0 694 0 694 Balance at 31 December 2023 741 83 948 1 826 84 050 170 565 17 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 – General information Soiltech ASA (the 'Company') is a limited company domiciled in Norway. The Company’s registered office is Koppholen 25, 4313, Sandnes, Norway. The Company is an innovative technology company specializing in the treatment, recycling and sustainable handling of contaminated water and solid industrial waste streams on site. The Company was listed on Euronext Expand on 11 September 2024 with the ticker code 'STECH’, and converted into a public limited company (Nw.: "Allmennaksjeselskap") as part of the listing. The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (together referred to as the 'Group' or 'Soiltech'). The Group presents consolidated financial statements in accordance with the IFRS® Accounting Standard adopted by the EU (“IFRS”). Note 2 – Summary of general accounting policies The general accounting policies applied in the preparation of these consolidated financial statements are set out below. Specific accounting policies related to the individual areas in the financial statements are described in the relevant notes. Basis for preparation The consolidated financial statements have been prepared in accordance with IFRS and additional disclosure requirements in the Norwegian Accounting Act as effective 31 December 2024. The consolidated financial statements are presented in Norwegian Kroner (NOK) and have been rounded to the nearest thousand unless otherwise stated. As a result of rounding adjustments, amounts and percentages may not add up to the total. The financial statements are prepared on a going concern basis. Accounting estimates and judgements Items in the financial statements are to a varying degree affected by estimates and assumptions made by management; reference is made to the relevant notes for the affected items. Estimates with a material impact on the financial statements, combined with a significant estimation uncertainty, comprise the following: - Recognition of deferred tax asset (note 8). Segment information Given the uniform nature of the Group's services and the centralized management from its head office in Norway, the entire Group is considered as a single operating segment for internal reporting purposes. Foreign currency translation The companies within the Group primarily use NOK as their functional currency. For consolidation purposes, the results and financial position of the Group’s entities that have a functional currency other than NOK are translated using the closing rate at the balance sheet date. Income and expenses for each income statement are translated using the yearly average exchange rate. New and amended IFRS standards not yet adopted The Group has applied all new and amended standards with mandatory application for the current reporting period. This has not, however, had any material impact on the amounts recognized in prior periods and is not expected to significantly affect current or future periods. 18 Of new standards and interpretations that are not mandatory for the current reporting period, none are expected to have a material impact on the amounts recognized in the financial statements or on foreseeable future transactions. The implementation of IFRS 18 is, however, expected to introduce some changes to the presentation and note disclosures. Note 3 – Revenues Overall description of contracts with customers The Group's revenue mainly derives from the sale of services related to fluid treatment, solid waste handling, cleaning services and associated services, for customers within the oil & gas industry. The key element of the service deliveries is the deployment and operation of waste treatment and handling equipment at the customer's site. The contract consideration is composed mainly of agreed daily rates for equipment and personnel, respectively, and the reimbursement of costs plus a markup. Rates vary depending on whether the equipment is in active use during operations or on standby, for example in-between operating activities. Typically, the contract deliveries follow the operation on the rig. However, all contracts can be terminated by the customer without cause on a short notice, with only completion of existing work order. Costs of mobilization and demobilization of equipment and personnel are normally recovered through the agreed daily rates, except for some contracts, where these costs are reimbursed separately. Such reimbursement is, however, generally not material in relation to the total contract consideration. The consideration is normally invoiced monthly, based on actual deliveries. Accounting policies The contracts are considered to consist of only one performance obligation, which is satisfied over time. Progress is measured based on the time the equipment and personnel is available to service the customer. In practice, revenue based on daily rates is thus recognized by the amount that the Company has a right to invoice. As a practical simplification based on materiality, any consideration associated with mobilization and demobilization are recognized over the period of the underlying contract. Mobilization cost is considered to be cost to fulfil a contract and are recognized as an asset when incurred. The asset is subsequently amortized over the contract period, as cost of materials and personnel expenses. Revenues by service category (amounts in NOK 1000)2024 2023Fluid treatment174 218 153 033Solid waste handling 68 472 43 563Cleaning services 19 677 16 050Associated services 11 654 16 633Total274 020 229 279Revenues by geography (amounts in NOK 1000)2024 2023Norway207 359 167 007Europe (Excl. Norway) 59 164 49 969Rest of the world 7 499 12 303Total274 020 229 279 19 Revenues from major customers Note 4 – Personnel expenses Accounting policies Personnel costs are expensed as the employees earn the right to receive salary for hours worked. Pensions The Group has a defined contribution plan for its employees. The Group’s Norwegian entities are obligated to follow the stipulations in the Norwegian Mandatory Occupational Pensions Act. The Group's pension scheme adheres to the requirements, as set in the Act. Payments to the defined contribution pension plan are expensed over the period in which the employees earn the right to the contribution. Specification of personnel expenses Other personnel expenses include expenses related to share-based payment transactions. Refer to note 24 for further details. (amounts in NOK 1000)2024 2023Customer 180 913 68 579Customer 2 34 099 23 454Customer 328 431 27 532Customer 4 17 833 39 454Customer 5 16 965 9 480Total from major customers178 242 168 500Other (less than 10% each) 95 778 60 779Total274 020 229 279Costs to fulfil the customer contracts (amounts in NOK 1000)2024 2023Carrying amount 01.01.3 965 0Incurred during the period 4 853 3 965Amortised during the period-2 163 0Carrying amount 31.12. 6 655 3 965 (amounts in NOK 1000)2024 2023Wages and salaries104 524 87 766Contract personnel 2 149 2 667Pension contributions6 820 4 010Social security tax 15 135 14 751Other personnel expenses7 649 6 796Total 136 277 115 990 20 Number of employees Note 5 – Depreciation and amortisation Specification of depreciation and amortisation and Impairment Note 6 – Other operating expenses Specification of other operating expenses Specification of auditor’s remuneration Note 7 – Financial items 2024 2023Norway108 106United Kingdom 15 13Other3 6Total 126 125 (amounts in NOK 1000)2024 2023Amortisation of intangible assets 443 146Depreciation of property, plant & equipment 14 757 12 015Depreciation of right-of-use assets 7 526 5 769Impairment of goodwill 0 5 050Total 22 727 22 980 (amounts in NOK 1000)2024 2023Cost of lease of assets of low value505 174Audit and Accounting cost 3 375 2 964Legal and consultant cost2 670 1 959Office cost and it equipment 5 215 4 561Travel related cost11 405 8 249Sales and commercial cost 1 019 1 079Insurance1 416 750Tax abroad for employees 699 0Other cost 2 650 4 078Total28 954 23 814 (amounts in NOK 1000)2024 2023Statutory audit fee934 604Other certification services 32 0Tax advisory services0 0Other non-auditing services 1 047 273Total2 013 877A fee of TNOK 32 related to capital increase is booked to equity (amounts in NOK 1000)2024 2023Net foreign exchange gains (losses)1 351 186Interest income225 296Other 0 0Total financial income225 296 21 Note 8 – Income tax Accounting policies The Group consists of companies subject to ordinary corporate taxation in Norway, and within the same tax group with respect to offsetting of deferred tax. Income tax is therefore recognized based on a general application of IAS 12 without the need for further judgments or policies of significance. Basis for recognition of deferred tax assets Deferred tax assets are recognized when it is probable that the Group will have a sufficient profit for tax purposes in subsequent periods to utilize the tax asset. The Group recognize previously unrecognized deferred tax assets to the extent it has become probable that the Group can utilize the deferred tax asset. Similarly, the Group will reduce a deferred tax asset to the extent that the Group no longer regards it as probable that it can utilize the deferred tax asset. Deferred tax and deferred tax assets are measured based on the expected future tax rates applicable to the companies in the Group where temporary differences have arisen based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax and deferred tax assets are recognized at their nominal value and classified as non-current asset (non-current liabilities) in the consolidated statement of financial position. Specification of income tax expense Interest expenses on leases -5 431 -2 943Interest expenses on borrowings -7 968 -4 816Other -93 -21Total financial expenses -14 376 -8 371Net financial items -12 800 -7 890 (amounts in NOK 1000)2024 2023Tax payable 0 0Change in deferred tax 3 726 4 869 Change in tax expense for previous years -216 0Income tax expense 3 509 4 869 Reconciliation of tax expense with tax calculated at nominal rate (amounts in NOK 1000)2 024 2 023 Profit (loss) before tax 11 003 32 280 Tax at nominal rate in Norway (22 %) 2 421 7 102 Permanent differences 1 333 2 205- Prior year tax correction 216- 0Effect of different tax rates in foreign operations 0 0Change in deferred tax not recognised 28- 28- Income tax expense 3 509 4 869 Effective tax rate 32 % 15 % 22 Specification of deferred tax liabilities and assets – 2024 Merger and Tax Considerations The merger between Soiltech ASA and Oceanteam ASA was carried out as a tax-free merger in accordance with Chapter 11 of the Norwegian Tax Act. The merger was completed with tax continuity, and all tax positions in Oceanteam ASA have been carried forward unchanged in Soiltech ASA pursuant to Section 11-7 of the Tax Act. As part of the transferred tax positions, a tax loss carry forward of MNOK 1,604 has been recognized. However, due to uncertainty regarding the future utilization of this tax loss, the company has chosen not to recognize the associated deferred tax asset in accordance with the prudence principle under IAS 12 – Income Taxes. In line with IAS 12.34, a deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the tax losses can be utilized. Given the current uncertainty, no deferred tax asset has been recognized for this amount. Specification of deferred tax liabilities and assets – 2023 Note 9 – Intangible assets Accounting policies Intangible assets mainly comprise goodwill originating from previous acquisitions. Goodwill is not depreciated but is instead subject to annual impairment testing. Other intangible assets include patents and software which are recognised in accordance with the cost method and depreciated over their expected economic lifetime. (amounts in NOK 1000)31.12.2023Profit or loss Merger Other 31.12.2024Fixed assets 19 359- 11 973- 0 0 31 332- Customer contracts 0 0 0 0 0Other 1 011- 564- 0 0 1 575- Total deferred tax liabilities 20 370- 12 537- 0 0 32 907- Reclass betw. Def. tax liabilities and assets20 370 12 537 0 0 32 907 Net deferred tax liabilities - - 0 0 0Fixed assets 0 0 0 0 0Tax losses carried forward 21 931 2 381 352 859 983 378 154Lease liability 7 236 8 226 1 - 15 463Other 1 753 1 608- - 0 145Total deferred tax assets 30 920 8 999 352 860 983 393 762Reclass betw. Def. tax liabilities and assets 20 370- 12 537- - 0 -32 907 Non-recognized deferred tax assets 147- 28 352 859- 0 -352 978 Net deferred tax assets 10 403 3 511- 1 983 7 877 (amounts in NOK 1000)31.12.2022Profit or loss Merger Other 31.12.2023Fixed assets 17 064- 2 296- 0 0 19 359- Customer contracts 0 0 0 0 0Other 173- 838- 0 0 1 011- Total deferred tax liabilities 17 236- 3 133- 0 0 20 370- Reclass between deferred tax liabilies and assets 17 236 3 133 0 0 20 370 Net deferred tax liabilities - - 0 0 0Fixed assets 0 0 0 0 0Tax losses carried forward 24 011 2 080- 0 0 21 931 Other 8 673 317 0 0 8 989 Total deferred tax assets 32 683 1 763- 0 0 30 920 Reclass between deferred tax liabilies and assets 17 236- 3 133- 0 0 20 370- Non-recognized deferred tax assets 175- 28 0 0 147- Net deferred tax assets 15 272 4 869- 0 0 10 403 Tax losses carried forward are from operations in Norway and can be carried forward indefinitely. 23 Specification of intangible assets Note 10 – Property, plant & equipment Accounting policies Property, plant & equipment consists of fluid treatment units, equipment for solid waste handling, cleaning services and swarf removal, solid waste skips and various other equipment. Property, plant & equipment are recognized in accordance with the cost method and depreciated over the equipment’s expected economic lifetime. (amounts in NOK 1000)Goodwill Other TotalCost 01.01.20235 051 3 357 8 408Additions 0 213 213Disposals0 0 0Cost 31.12.2023 5 051 3 570 8 621Additions0 878 878Disposals 0 0 0Cost 31.12.20245 051 4 448 9 499Accumulated depreciation 01.01.20230 1 512 1 512Depreciations for the year 0 146 146Accumulated depreciation 31.12.20230 1 658 1 658Accumulated impairment 01.01.20230 100 100Impairment for the year 5 051 0 5 051Accumulated impairment 31.12.20235 051 100 5 151Depreciations for the year0 443 443Accumulated depreciation 31.12.2024 0 2 101 2 101Impairment for the year 0 0 0Accumulated impairment 31.12.20245 051 100 5 151Carrying amount 01.01.20235 051 1 745 6 796Carrying amount 31.12.2023 0 1 811 1 811Carrying amount 31.12.20240 2 246 2 246Economic useful lifeIndefinite 3-5 yearsDepreciation schedule Linear 24 Specification of property, plant & equipment Note 11 – Leases Accounting policies The Group is primarily involved in lease agreements as a lessee. All lease agreements are recognized in accordance with IFRS 16, except for: - Lease agreements with a shorter duration than 12 months - Leases of assets with a cost below NOK 50 000 Payments relating to such leases are recognized as operating expenses when due. The Group does however not have many such agreements, and the annual expense is therefore immaterial. Right-of-use assets are recognized in accordance with the cost method and depreciated over the lease term, or expected economic lifetime, depending on whether a purchase option is expected to be exercised. Property, plant & (amounts in NOK 1000)equipmentCost 01.01.2023174 402Additions 63 815Other non cash adjustments-984Disposals 0Cost 31.12.2023237 233Additions 35 556Disposals0Cost 31.12.2024 272 789Accumulated depreciation 01.01.202340 533Depreciations for the year12 016Accumulated depreciation 31.12.202352 549Accumulated impairment 01.01.2023 3 568Impairment for the year0Accumulated impairment 31.12.20233 568Accumulated depreciation 31.12.202352 549Depreciations for the year 14 758Accumulated depreciation 31.12.202467 307Accumulated impairment 31.12.2023 3 568Impairment for the year0Accumulated impairment 31.12.20243 568Carrying amount 01.01.2023130 301Carrying amount 31.12.2023181 117Carrying amount 31.12.2024201 915Economic useful life 5-15 yearsDepreciation scheduleLinear 25 Overall description of the leases of the Group The Group primarily leases premises and fluid treatment units (STT). For premises, the lease term is usually between three and ten years, and for fluid treatment units between four and seven years. For the fluid treatment units it is expected that the purchase option is exercised and as such the asset is depreciated over the expected economic lifetime. Assumptions and judgments applicable to new leases and termination of lease The lease agreement for the Group’s premises in Bergen, was terminated in late 2024. The Group has leased additional cuttings receiving tanks to be placed on platform supply vessels (PSV) to be delivered in Q1 2025. The present value of the lease liability will be recognised on commencement of the lease. The estimated lease amount is NOK 55 million. Specification of right-of-use assets Land and Slop Treatment (amounts in NOK 1000)buildingsUnits TotalCarrying amount 01.01.2023 5 668 34 684 40 352Additions13 998 22 259 36 257Index regulation 300 0 300Depreciations -1 853 -3 916 -5 769Carrying amount 31.12.202318 113 53 027 71 140Additions 0 48 626 48 626Termination-25 0 -25Depreciations -2 175 -5 350 -7 526Carrying amount 31.12.202415 913 96 303 112 217Economic useful life2-10 years 5-15 yearsDepreciation schedule Linear LinearSpecification of lease liabilities (amounts in NOK 1000)2024 2023Carrying amount 01.01. 52 256 25 562Additions47 888 36 254New lease business combination 0 0Index regulation-25 300Interest expenses 5 431 2 943Lease payments-18 652 -13 507Prepayments leasing 0 704Carrying amount 31.12.86 899 52 256Non-current lease liabilities 72 959 41 84713 940 10 409Current lease liabilities 26 Contractual payments on leases Note 13 – Trade receivables Accounting policies Trade receivables are recognized at an amount equal to the transaction price, less provisions for expected credit losses. The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Specification of trade receivables Note 12 – Other assets and liabilities (amounts in NOK 1000)Other non-current assets 2024 2023(amounts in NOK 1000)Due within one year31.12.2024 31.12.202320 487 12 442Restricted cash 0 762Due within one and five years 66 758 34 195Total 0 762Due after 5 yearsOther current assets 24 480 16 557(amounts in NOK 1000)Total 111 725 63 19431.12.2024 31.12.2023Prepaid expenses3 771 4 952VAT receivable 2 681 2 960Cost to fulfill customer contract6 656 3 965Tax refund connected to research and development2 256 1 905Other 67 529Total15 431 14 310Other current liabilities (amounts in NOK 1000)31.12.2024 31.12.2023Liability relate to currency forward contract 0 3 672Public duties payable 10 628 9 590Liability to employeers incl. holiday pay11 079 12 393Other3 239 2 611Total24 946 28 265 (amounts in NOK 1000)31.12.2024 31.12.2023Accounts receivable59 515 42 796Earned not invoiced revenues 339 1 399Provision for expected credit losses0 0Carrying amount 59 854 44 195 27 Note 14 – Cash and cash equivalents Accounting policies Cash and cash equivalents comprise mostly ordinary bank deposits. The statement of cash flows is prepared using the indirect method. Interest income and expenses are presented as investing and financing activities, respectively. Reconciliation of cash flows from financing activities Specification of credit loss recognized in profit or loss (amounts in NOK 1000)2024 2023Amounts written off as uncollectable 0 0Received on items previously written off0 25Change in loss provision 0 00 25Net credit loss recognised in profit or loss Restricted cash (amounts in NOK 1000)31.12.2024 31.12.20235 486 3 520Payroll withholding tax account (amounts in NOK 1000)Lease liabilities Borrowings TotalCarrying amount 31.12.202352 256 85 773 138 029 Cash flowsProceeds from new borrowings45 700 45 700 Repayment of principal borrowings (23 467) (23 467) Repayment of principal portion of lease liability(13 221) (13 221) Interest paid (5 431) (9 157) (14 588) Interest expenses 5 431 7 968 13 398 Additions lease47 864 - 47 864 Carrying amount 31.12.202486 899 106 816 193 715 Non-current 72 959 86 609 Current13 940 20 207 (amounts in NOK 1000)Lease liabilities Borrowings TotalCarrying amount 01.01.202325 562 52 217 77 779 Cash flowsProceeds from new borrowings0 45 561 45 561 Repayment of principal 0 -13 226 13 226- Repayment of principal portion of lease liability-10 567 10 567- Interest paid -2 941 -3 596 6 537- Other changesInterest expenses 2 943 4 816 7 759 Additional lease36 555 36 555 Prepayment leasing 704 704 Effect of currency translation 0 0 - Carrying amount 31.12.202352 256 85 773 138 029 Non-current 41 847 68 914Current10 409 16 860 28 Note 15 – Borrowings Accounting policies Borrowings are initially recognized at fair value, including transaction costs directly attributable to the transaction, and are subsequently measured at amortized cost. There has not been any material transaction cost during the year. Covenants The loan facility with Rogaland Sparebank entered in 2024 has the following covenants, which are to be measured each quarter: - NIBD/EBITDA < 4 - Book equity > 30% - Approval from bank if dividend/group contribution The Group is not in breach with any of the covenants above. Specification of borrowings – 31.12.2024 For loans with floating interest rates, the amounts above are calculated using the current interest rate as of the relevant year end. Nominal interest Nominal amount Capitalized Carrying (amounts in NOK 1000)ratefinancing feesamountInnovasjon Norge 7.7% 1 292 0 1 292Rogaland Sparebank3 m.Nibor+2.5% 105 525 0 105 525Carrying amount as per 31.12.2024 106 816 106 816Non-current borrowings86 609Current borrowings 20 207Specification of borrowings – 31.12.2023 Nominal interest Nominal amount Capitalized Carrying (amounts in NOK 1000)ratefinancing feesamountInnovasjon Norge 7.7% 3 875 0 3 875Rogaland Sparebank3 m.Nibor+2.5% 81 898 0 81 898Carrying amount as per 31.12.2023 85 773 0 85 773Non-current borrowings68 913Current borrowings 16 860Contractual payments on borrowings – 31.12.2024 Next year 1-2 years 2-5 yearsMore than 5 (amounts in NOK 1000)yearsInnovasjon Norge 1 356 0 0 0Rogaland Sparebank25 868 24 512 64 063 13 906Total 27 224 24 512 64 063 13 906Contractual payments on borrowings – 31.12.2023 Next year 1-2 years 2-5 yearsMore than 5 (amounts in NOK 1000)yearsInnovasjon Norge 2 813 1 330 0 0Rogaland Sparebank18 580 17 612 47 024 14 453Total 21 393 18 942 47 024 14 453 29 Note 16 – Financial derivatives Accounting policies Financial derivatives consist of currency forward contracts. Although the contracts are held for hedging purposes, the Group does not apply hedge accounting. The forward contracts are measured at fair value through profit or loss. Gains and losses are presented as financial income or expense, respectively. Currency forward contracts are measured at level 2 in the fair value hierarchy, as the present value of future cash flows is based on the forward exchange rates at the balance sheet date. Currency forward contracts The currency forward contract for MUSD 0.74, established in connection with the sale of certain equipment to Kuwait in 2014 by the Group’s subsidiary, Sorbwater Technology AS, was settled in 2024. Note 17 – Financial instruments Financial liabilities per category Fair value For items measured at amortized cost, the carrying amount is considered a reasonable approximation of fair value. Carrying amount of assets pledged as security (amounts in NOK 1000)31.12.2024 31.12.2023Property, plant & equipment 201 915 180 954Trade receivables59 854 44 171Total 261 769 225 124 Current Financial assets per category (amounts in NOK 1000)31.12.2024 31.12.2023Financial assets at amortised costTrade receivables 59 854 44 195Other assets 15 431 14 310Financial assets at fair value through profit or lossCash and cash equivalents 34 695 26 783Carrying amount as at 31.12 109 979 85 288 (amounts in NOK 1000)31.12.202331.12.2024Current Non-current Current Non-currentFinancial liabilities at amortised costBorrowings 20 207 86 609 16 860 68 913Lease liabilities 13 940 72 959 10 409 41 847Trade payables 10 528 0 13 153 0Financial liabilities at fair value through profit or lossCurrency forward contracts 0 0 3 672 0Carrying amount as at 31.12 44 674 159 568 44 094 110 760 30 Note 18 – Financial risk and capital management The Group’s policies for management of capital and financial risk aim to support the current strategy and target of maintaining a high rate of growth and developing prospective business opportunities. The Group’s capital structure shall be robust enough to maintain the desired freedom of action and utilize growth opportunities, based on strict assessments relating to the allocation of capital. The Group debt financing consist of bank and leasing financing. The loan covenants to which the Group is subject play a key role in how capital is managed and allocated, in order to maintain a low financing risk and financial flexibility. See note 15 borrowings for further details on the Group’s financing. Market risk The Group's exposure to financial market risk is mainly related to interest rates on external financing and currency risks. The Group has a diversified client list and evaluates changes in pricing structure contract by contract, as part of its mitigation process to cover for any increase in interest cost. The Group has not entered into any interest swap agreements. Currency risk The Group’s functional currency and presentational currency are both NOK. However, through its international operations, the Group is exposed to fluctuations in certain exchange rates, mainly EURO (EUR), British Pound (GBP) and American dollar (USD). The Group has also currency risks linked to both balance sheet monetary items and investments in foreign countries. The tables below show the Group’s most significant currency exposure as of year-end. As the Group does not apply hedge accounting, the impact on profit/loss and equity will be the same regardless of the direction of the exchange rate change. Interest rate risk The Company’s loan and leasing agreements carry floating interest rates based on NIBOR, in accordance with the financial strategy described in Note 15 , and are therefore impacted by changes in the interest market. A change of one percentage point in NIBOR means a change in yearly net interest expenses of approximately MNOK 1.8. Credit risk Assets that may give rise to credit risk comprise mainly of trade receivables and bank deposits. For the latter, the counterparties are mainly banks established in the Nordic countries, which indicates that the credit risk should be regarded as negligible. Trade receivables are characterized by a concentration in the customer base, in terms of country and industry. The customers, however, are primarily large companies with high credit ratings, and the agreed payment terms in the contracts typically ensure that any overdue amounts are kept at low level. Thus, credit losses have historically been insignificant. Currency exposure – 31.12.2024 (amounts in NOK 1000)USD EUR GBP SUM NOKTrade receivables3 801 1 137 8 478 13 416 Cash and cash equivalents 896 975 4 365 6 236 Trade payables121 -16 -277 172- Currency forward contracts 0 0 0 0Net exposure4 818 2 096 12 566 19 480 Currency exposure – 31.12.2023 (amounts in NOK 1000)USD EUR GBP SUM NOKTrade receivables11 190 851 5 517 17 558 Cash and cash equivalents 3 076 912 3 827 7 814 Trade payables65- 0 0 65- Currency forward contracts 7 494- 0 0 7 494- Net exposure6 707 1 762 9 344 17 813 31 Liquidity risk As at year-end, the Group's portfolio of loans and loan facilities is well diversified both with regards to maturity profile and lenders. In June 2024, the Company entered a 7-year loan facility of MNOK 30 with Rogaland Sparebank. Together with existing loan facility of MNOK 148 with Rogaland Sparebank, the facilities total MNOK 178. The unused portion of the credit facilities was MNOK 39.6 as at 31.12.2024 Summary of contractual maturities 31.12.2024 Note 19 – Climate risk The Group has evaluated the overall climate risk to the Group to be low. Climate related matters are not expected to critically effect assets, provisions, or future cash flows. The analysis is based on the Task Force on Climate-related Financial Disclosures (TCFD) framework. The Group has evaluated the physical risk, the risk associated with transition into a low carbon community and the liability risk towards the Group. The opportunities are considered to exceed the risks identified for the Group. Next year 1-2 years 2-5 yearsMore than 5 (amounts in NOK 1000)yearsLease liabilities20 487 19 540 47 219 24 480Borrowings 27 224 24 512 64 063 13 906Trade payables10 528 0 0 0Total non-derivative 58 239 44 052 111 282 38 386Currency forward contracts 0 0 0 0Total derivative 0 0 0 0Total58 239 44 052 111 282 38 386Summary of contractual maturities 31.12.2023 Next year 1-2 years 2-5 yearsMore than 5 (amounts in NOK 1000)yearsLease liabilities12 442 13 581 20 614 16 556Borrowings 21 393 18 942 47 024 14 453Trade payables13 153 0 0 0Total non-derivative 46 988 32 523 67 639 31 009Currency forward contracts 3 672 0 0 0Total derivative 3 672 0 0 0Total50 660 32 523 67 639 31 009 32 Soiltech’s risks Note 20 – Share capital and shareholder information Share capital and ownership structure The share capital of the parent company, Soiltech ASA, amounts to NOK 1 035 201 as of 31 December 2024, and consists of a total of 7,963,087 ordinary shares with a nominal value of NOK 0.13. The increase in share capital results from merger with Oceanteam in connection with the listing on Euronext Expand, with the merger consideration being settled by issuance of 527 947 new shares, as such the share capital increased from NOK 740 543 to NOK 793 338. In connection with this transaction, NOK 238 001.31 was transferred from unrestricted equity to share capital to meet the minimum share capital requirement for public limited companies. As such the share capital was increased from NOK 793 338 to NOK 1 031 339 by transfer of NOK 238 001.31 from the Company’s unrestricted equity to the Company’s share capital. The capital increase is carried out through an increase of the par value of the Company’s shares by NOK 0.03 per share from NOK 0.10 to NOK 0.13 per share. Additionally, 29,710 options were exercised. As such the share capital was increased from 1 031 339 to 1 035 201. 33 Shareholders as of 31.12.2024 Included in Other shareholders are 5 000 shares owned by board member Olaf Skrivervik. Foreign ownership was 34,6% at year-end 2024 (2023: 32,4%) Note 21 – Earnings per share Ownership Shareholders Number of sharesinterestWELLEX AS, Associated with Glenn Åsland 742 730 9.3%HILDR AS 737 234 9.3%KNATTEN I AS, Associated with Jan Erik Tveteraas 700 325 8.8%Carnegie Investment Bank AB 667 918 8.4%SKAGENKAIEN INVESTERING AS, Ass. with Mona H.S. Freuchen 541 380 6.8%TVETERAAS INVEST AS 521 710 6.6%BNP Paribas 469 933 5.9%DNB BANK ASA 367 002 4.6%PIMA AS, Associated with Eirik Flatebø 202 830 2.5%HAVNEBASE EIENDOM AS 193 470 2.4%Banque Pictet & Cie SA 188 063 2.4%CAPRICORP INVESTMENTS N.V 176 020 2.2%Ponderus Invest AB 118 000 1.5%ZETLITZ CAPITAL AS 102 030 1.3%TUCAN HOLDING AS 100 560 1.3%Avanza Bank AB 94 922 1.2%CAMPO EIENDOM AS 83 000 1.0%RYDER 78 000 1.0%RIVERMAAS B.V, Associated with Karin Govaert 70 000 0.9%JPMorgan Chase Bank, N.A., London 65 020 0.8%Top 20 shareholders 6 220 147 78 %Other 1 742 940 22 %Total 7 963 087 100 % 2024 2023Basic earnings per share1.00 3.70 Diluted earnings per share 0.95 3.44 Earnings(amounts in NOK 1000)Profit (loss) for the period7 494 27 411Shares used as the denominator(amounts in 1000)Weighted average number of shares7 527 7 405Adjustments for calculation of diluted earnings per shareOptions386 571 Weighted average number of shares and potential shares7 914 7 977 More information on options in note 24 34 Note 22 – Group composition and subsidiaries Accounting policies The consolidated financial statements comprise of all subsidiaries controlled by the parent entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Likewise, they are deconsolidated from the date that control ceases. Subsidiaries as of 31.12.2024 Merger with Oceanteam ASA Soiltech ASA completed a merger with Oceanteam ASA on September 11, 2024. The merger plan was signed 30 May 2024 and approved by the general meetings of the respective companies on 4 July 2024. The main purpose of the merger was to achieve a listing of Soiltech ASA on the Euronext Expand marketplace. As part of the merger, Soiltech ASA issued 527 947 new shares as consideration to the shareholders of Oceanteam ASA. This consideration was based on Oceanteam ASA having a market value of NOK 31.67 million at the date of entering into the merger agreement. At the time of the merger, Oceanteam ASA was essentially an empty shell company without any operational activities. The only significant asset in the company was a cash balance of NOK 19.1 million. Therefore, the merger has been accounted for as a share-based payment transaction in accordance with IFRS 2. The measurement of the transaction is based on the value of the shares in Oceanteam ASA at the transaction date, which was September 11, 2024. At this time, the shares were traded at NOK 0.93, corresponding to a market value for the company of NOK 30.8 million. The difference between the cash balance in Oceanteam ASA (NOK 19.1 million) and the fair value of the company is considered to reflect the value of the stock exchange listing, including access to new capital and recognized investors. This difference, amounting to NOK 12,8 million, has been recognized as an expense in the financial statements of Soiltech ASA in the line item “Expenses related to Merger & IPO”, as it does not meet the criteria to be recognized as an asset on the balance sheet. In addition to the expenses above, Soiltech ASA has incurred various transaction costs in connection with the process of completing the merger and subsequent listing on Euronext Expand, amounting to NOK 10.1 million in total. Of these, NOK 5.3 million is considered incremental costs directly attributable to the equity transaction and has therefore been recognized as a deduction of equity, reducing the capital increase from the merger. The remaining NOK 5.0 million has been recognized as an expense and is included in the line item «Expenses related to Merger & IPO» in the income statement. Acquisition of Sorbwater Technology AS in 2022 On September 2, 2022, the Group acquired 100% of Sorbwater Technology AS, a company specializing in biodegradable chemistry. A deferred tax asset was fully recognized, as future taxable profits are expected to allow for utilization of carry-forward tax losses through group contributions. A contingent consideration of MNOK 15 was recognized as a liability at acquisition, based on the expectation of meeting future sales targets. Due to delayed synergies and a revised business plan, the contingent consideration was reversed and recognized as other gain in 2023. Ownership Registered officeinterest Voting shareSoiltech Offshore Services AS Sandnes, Norway 100% 100%Sorbwater Technology AS Bergen, Norway 100% 100% Note 23 – Remuneration to senior executives and Board of Directors Pursuant to Section 6-16 (b) of the Public Limited Liability Companies Act and applicable regulations, Soiltech ASA publishes a separate management remuneration report, providing detailed information on remuneration for executive management and the board of directors. This report will be published immediately after the annual general meeting on 2 April 2025. In accordance with the corporate governance code recommended by the Oslo Stock Exchange, the salary and benefits for management are specified in the table below. In connection with the Company’s long-term share incentive plan, a reduction in social security costs resulted in savings of NOK 1.1 million in 2024 (compared to an expense of NOK 1.5 million in 2023). As of 31 December 2024, the corresponding liability amounted to NOK 0.1 million (down from NOK 1.8 million the previous year). Details of the long-term incentive plan are outlined in the guidelines for determining salaries and other remuneration for executive management. These guidelines are available on the company’s website: https://soiltech.no/investor/#corporategovernancepolicy Salary Contribution to Total 122024(amounts in NOK 1000) EarnedBenefits in kindPension Schemes Variable Remuneration Jan Erik Tveteraas (CEO) 2 767 161 98 0 3 025 Glenn Åsland (COO) 2 374 161 118 0 2 653 Tove Vestlie (CFO) 1 813 162 118 0 2 093 Erik Bjøndal-Røvde (VP Operations) 1 392 120 90 0 1 602 Bente Skogen (VP People & Organisation) 1 161 120 81 0 1 361 Else-Karin Vådeland (VP HSSEQ & Sustainability 1 161 120 79 0 1 359 Patrick Åsland (VP Technology & Newbuils) 1 092 120 66 0 1 278 Salary Contribution to Total 12Pension Schemes Variable Remuneration 2023(amounts in NOK 1000) EarnedBenefits in kindJan Erik Tveteraas (CEO) 2 131 161 98 0 2 389 Glenn Åsland (COO) 2 119 161 118 0 2 398 Tove Vestlie (CFO) 1 340 141 118 0 1 599 Erik Bjøndal-Røvde (VP Operations) 1 193 120 90 0 1 403 Bente Skogen (VP People & Organisation) 995 120 81 0 1 195 Else-Karin Vådeland (VP HSSEQ & Sustainability 993 120 79 0 1 192 Patrick Åsland (VP Technology & Newbuils) 967 120 66 0 1 153 1 Includes fixed salary and accrued holiday pay. 2 Includes car allowance, insurance, free telephone, etc. Remuneration for CommitteTotal 2024 (amounts in NOK 1000)Directors's feeworkRemunerationDag Schjerven (Chair), elected 15.11.2024---Eirik Flatebø100-100Olaf Skrivervik100-100Karin Govaert, elected 28.08.2024---Mona Hodne Steensland Freuchen, elected 28.08.2024---Gunnar Winther Eliassen (Chair), resigned 15.11.202475-75Carsten Brückner, resigned 22.07.2024---Robert Hvide Maccleod, resigned 20.12.2023100-100Total remuneration375-375 Remuneration for Committe Total 2023 (amounts in NOK 1000) Directors's fee workRemuneration Gunnar Winther Eliassen (Chair), elected 20.12.23 - - - Eirik Flatebø 100 - 100 Olaf Skrivervik 100 - 100 Carsten Brückner - - - Robert Hvide Maccleod 100 - 100 Jan Erik Tveteraas (Chair), resigned 20.12.2023 - - - Total remuneration 300 - 300 Note 24 – Share-based payment transactions Accounting policies The Group has a long-term share-based incentive plan for key personnel and board members. The term of the plan implies that it is recognised as an equity-settled share-based payment transaction in accordance with IFRS 2. Associated obligations to pay social security tax are recognised as cash- settled share-based payment transactions. Long-term share-based incentive plan The strike price of the options is set at the market price at grant date. Granted options are distributed over three equal tranches with vesting period of 1-3 years. All outstanding options must be exercised within 5 years from the grant date. Granted options are measured at fair value at the grant date, which is determined using the Black-Scholes option pricing model. Company uses a third- party company for this calculation. Summary of granted options in the period 2024 2023 Risk free interest rate 4.14 3.70 Historical volatility 0.10 0.10 Expected lifetime of the option (years) 5.00 5.00 Share price 54-80 80-82 Average option value (NOK) 60 80 Average exercise priceNumber of options2024202320242023As at 1 January60.00801 269 7001 249 700Granted during the year125 000170 000Exercised during the year-29 710-Forfeited during the year-100 000-150 000Expired during the year--As at 31 December1 264 9901 269 700Vested and exercisable at 31 December1 011 657871 367 37 Outstanding share options at year end Note 25 – Events after the reporting period There are no events other than business activities in the ordinary course of business after the balance sheet date of an adjusting or non-adjusting nature. Number of optionsGrant date31.12.2024 31.12.20232012143 550 172 260 2013 5 000 5 000 201785 000 85 000 2018 35 000 35 000 201935 000 35 000 2020 257 440 257 440 202159 000 60 000 2021 15 000 15 000 2021160 000 160 000 2022 100 000 100 000 202290 000 90 000 2022 15 000 15 000 2022 - 70 000 2023 30 000 30 000 202315 000 15 000 2023 45 000 45 000 202335 000 65 000 2023 15 000 15 000 2024 15 000 2024 50 000 2024 30 000 2024 30 000 Total 1 264 990 1 269 700 38 39 FINANCIAL STATEMENTS FOR PARENT COMPANY STATEMENT OF PROFIT AND LOSS (amounts in NOK 1000) Note 2024 2023 Revenue 3 273 913 229 108 Other operating income 3 128 167 Total operating income 3 274 041 229 275 Cost of materials -145 491 -124 042 Personnel expenses 4 -44 690 -38 124 Depreciation and amortisation 5 -20 219 -15 641 Impairment 0 0 Other operating expenses 6 -20 260 -16 858 Total operating expenses -230 661 -194 666 Expenses related to IPO 7 -17 838 -1 628 Other gain 0 15 000 Operating profit 25 542 47 981 Net foreign exchange gains (losses) 1 359 179 Financial income 210 288 Financial expenses 8,9 -14 612 -16 624 Net financial items -13 043 -16 157 Profit before tax 12 500 31 824 Income tax expense 10 -4 362 -5 736 Profit for the period 8 138 26 088 Total profit for the period is attributable to: Owners of Soiltech ASA 8 138 26 088 TRANSFERS Transfers to other equity 8 138 26 088 Total allocations 8 138 26 088 40 BALANCE SHEET (amounts in NOK 1000) ASSETS Note 31.12.2024 31.12.2023 Non-current assets Intangible assets 11 1 740 1 136 Property, plant & equipment 12 201 915 180 954 Right-of-use assets 13 96 303 53 027 Investments in subsidiaries 8 32 779 37 434 Other non-current assets 14 0 762 Total non-current assets 332 738 273 312 Receivables Inventories 0 0 Trade receivables 15 59 854 44 171 Cash and cash equivalents 16 28 975 23 586 Other current assets 14 17 897 16 829 Total current assets 106 726 84 585 TOTAL ASSETS 439 464 357 897 EQUITY AND LIABILITIES Note 31.12.2024 31.12.2023 Equity Share capital 18 1 035 741 Other paid-in equity 109 493 83 948 Other reserves 2 432 1 826 Retained earnings 91 963 83 825 Total equity 204 923 170 340 LIABILITIES Borrowings 17 86 609 68 913 Lease liabilities 13 57 432 24 800 Deferred tax liabilities 10 15 721 11 699 Other non-current liabilities 14 541 669 Total non-current liabilities 160 304 106 081 Current liabilities Trade payables 25 742 29 866 Borrowings 17 20 207 16 860 Lease liabilities 13 12 482 8 800 Tax payable 10 0 0 Other current liabilities 14 15 807 25 950 Total current liabilities 74 237 81 477 Total liabilities 234 541 187 558 Total equity and liabilities 439 464 357 897 41 Sandnes, April 02, 2025 The board of directors of Soiltech ASA __ __ __ Dag Schjerven Chairman of the Board Olaf Skrivervik Member of the Board Eirik Flatebø Member of the Board __ __ _____ Mona Hodne Steensland Freuchen Member of the Board Karin Govaert Member of the Board Jan Erik Tveteraas Chief Executive Officer eirik flatebæ Mona Hodne Steensland Freuchen Karin Govaert Jan Erik Tveteraas Dag Schjerven Olaf Skrivervik 42 STATEMENT OF CASH FLOWS (amounts in NOK 1000) 2024 2023 Cash flows from operating activities Operating profit before tax 12 500 31 824 Income taxes paid (983) - Depreciation and amortisation 20 219 15 641 Interest expense 12 158 7 360 Other gains - (15 000) Non-cash expenses related to merger 12 718 - Impairment of shares in subsidiaries 2 375 9 240 Changes in trade receivables, contract assets/liabilities (15 939) (14 669) Changes in trade payables (3 685) 9 593 Changes in other accruals and prepayments 1 229 (7 049) Net cash flow from operating activities 40 591 36 938 Cash flows from investment activities Purchase of PPE & Intangible assets (38 995) (63 988) Loans to related party (6 639) (3 155) Net cash flow from investment activities (45 634) (67 144) Cash flows from financing activities Proceeds from new borrowings 45 700 45 561 Proceeds from merger 12 803 - Repayments on borrowings (23 467) (13 226) Payment of principal portion of lease liabilities (11 575) (8 664) Interest paid (13 348) (6 139) Proceeds from capital increase 318 - Net cash flow from financing activities 10 433 17 531 NET CASH FLOW FOR THE PERIOD 5 390 (12 512) Cash and cash equivalent 01.01 23 586 36 098 Cash and Cash eqiuvalents 31.12 28 975 23 586 43 STATEMENT OF CHANGES IN EQUITY Share capital Other paid- in equity Other reserves Retained earnings Total equity (amounts in NOK 1000) 2024 Balance at 31 December 2023 741 83 948 1 826 83 825 170 340 Profit for the period 0 0 0 8 138 8 138 Transactions with owners Share-based payment 4 315 606 0 925 Contributions of equity 291 25 230 0 0 25 521 Balance at 31 December 2024 1 035 109 493 2 432 91 963 204 923 2023 Balance at 31 December 2022 741 83 948 1 132 57 738 143 559 Profit/(loss) for the period 0 0 0 26 088 26 088 Total income 0 0 0 26 088 26 088 Transactions with owners 0 0 694 0 694 Balance at 31 December 2023 741 83 948 1 826 83 826 170 340 44 NOTES TO THE FINANCIAL STATEMENTS Note 1 – General information Soiltech ASA (the 'Company') is a limited company domiciled in Norway. The registered office of the Company is Koppholen 25, 4313, Sandnes, Norway. The Company is an innovative technology company specializing in the treatment, recycling and sustainable handling of contaminated water and solid industrial waste streams on site. The Company was listed on Euronext Expand on 11.09.2024 with the ticker code 'STECH’ and as part of the listing converted into a public limited company (Nw.: "Allmennaksjeselskap"). The financial statements for the year ended 31 December 2024 were approved and authorized for issue in accordance with a resolution of the board of directors on 02 nd of April 2025. Note 2 – Summary of general accounting policies The general accounting policies applied in the preparation of the financial statements are set out below. Specific accounting policies related to the individual areas in the financial statements are described in the relevant notes. Basis for preparation The financial statement has been prepared in accordance with Norwegian Accounting Act and associated regulations, as well as Generally Accepted Accounting Principles (GAAP) in Norway. The financial statement is presented in Norwegian Kroner (NOK) and have been rounded to the nearest thousand unless otherwise stated. As a result of rounding adjustments, amounts and percentages may not add up to the total. The financial statements are prepared on a going concern basis. Currency Transactions in foreign currencies are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the closing rate at the balance sheet date. The cash flow analysis The cash flow analysis has been prepared according to the indirect method. Note 3 – Revenues Revenue recognition Overall description of contracts with customers The Group's revenue mainly derives from the sale of services related to fluid treatment, solid waste (cuttings) handling, cleaning services and other related services, for customers within the oil & gas industry. The key element of the service deliveries is the deployment and operation of treatment and handling equipment at the customer's site. The contract consideration is composed mainly of agreed daily rates for equipment and personnel, respectively, and reimbursement of costs plus a markup. Rates vary depending on whether the equipment is in active use during ongoing operations or on standby, for example when the equipment is on location but not in operation. Costs of mobilization and demobilization of equipment and personnel are normally recovered through the agreed daily rates, except for some contracts, where these cost are reimbursed separately. Such reimbursements are, however, generally not material in relation to the total contract consideration. Consideration is normally invoiced monthly, based on actual deliveries. Accounting policies The contracts are considered to consist of only one performance obligation, which is satisfied over time. Progress is measured based on the time the STT unit is available to service the customer. In practice, revenue based on daily rates is thus recognized with the amount that the Company has a right to invoice. As a practical simplification based on materiality, any fees associated with mobilization and demobilization are recognized linearly over the period of the contract they relate to. Cost of mobilization is considered cost to fulfil a contract 45 and are recognized as an asset when incurred. The asset is subsequently amortized over the contract period, as cost of materials and personnel expenses. Revenues by product category Revenues by geography Revenues from major customers Costs to fulfil the customer contracts Note 4 – Personnel expense & remuneration to senior executives and board of directors Accounting policies Personnel costs are expensed as the employees earn the right to the salary for hours worked. Pensions The company has a defined contribution plan for its employees. The Group’s Norwegian entities are obligated to follow the stipulations in the Norwegian Mandatory Occupational Pensions Act. The Group's pension scheme adheres to the requirements, as set in the Act. Payments to defined contribution pension are expensed over the period in which the employees earn the right to the deposit. (amounts in NOK 1000) 2024 2023 174 218 153 033 Solid waste handling 68 472 43 563 Cleaning services 19 677 16 050 Associated services 11 675 16 629 274 041 229 275 Fluid treatment Total (amounts in NOK 1000) 2024 2023 207 359 167 007 Europe (Excl. Norway) 59 164 49 969 Rest of the world 7 520 12 299 274 041 229 275 Norway Total (amounts in NOK 1000) 2024 2023 80 913 68 579 Customer 2 34 099 23 454 28 431 27 532 Customer 4 17 833 39 454 Customer 5 16 965 9 480 178 242 168 500 Other (less than 10% each) 95 799 60 775 274 041 229 275 Customer 1 Customer 3 Total from major customers Total (amounts in NOK 1000) 2024 2023 3 965 0 Incurred during the period 4 853 3 965 -2 163 0 Carrying amount 31.12. 6 655 3 965 Carrying amount 01.01. Amortised during the period 46 Specification of personnel expenses Other personnel expenses include expenses related to share-based payment transactions. Please refer to notes for Consolidation financial statement for further details. Number of employees Pursuant to Section 6-16 (b) of the Public Limited Liability Companies Act and applicable regulations, Soiltech ASA publishes a separate management remuneration report, providing detailed information on remuneration for executive management and the board of directors. This report will be published immediately after the annual general meeting on 02 April 2025 and will complement the figures presented below. In accordance with the corporate governance code recommended by the Oslo Stock Exchange, the salary and benefits for management are specified in the table below. Regarding the company’s long-term share incentive plan, a reduction in social security costs resulted in savings of NOK 1.1 million in 2024 (compared to an expense of NOK 1.5 million in 2023). As of 31 December 2024, the corresponding liability amounted to NOK 0.1 million (down from NOK 1.8 million the previous year). Details of the long-term incentive plan are outlined in the guidelines for determining salaries and other remuneration for executive management. These guidelines are available on the company’s website: www.soiltech.no. 1 Includes fixed salary and accrued holiday pay. 2 Includes car allowance, insurance, free telephone, etc. (amounts in NOK 1000) 2024 2023 31 946 23 336 Contract personnel 2 149 2 667 1 521 1 200 Social security tax 3 541 5 407 5 533 5 514 Total 44 690 38 124 Wages and salaries Pension contributions Other personnel expenses 2024 2023 21 20 United Kingdom 15 13 3 6 Total 39 39 Norway Other 2024 (amounts in NOK 1000) Salary Earned 1 Benefits in kind 2 Contribution to Pension Schemes Variable Total Remuneration Jan Erik Tveteraas (CEO) 2 767 161 98 0 3 025 Glenn Åsland (COO) 2 374 161 118 0 2 653 Tove Vestlie (CFO) 1 813 162 118 0 2 093 Erik Bjøndal-Røvde (VP Operations) 1 392 120 90 0 1 602 Bente Skogen (VP People & Organisation) 1 161 120 81 0 1 361 Else-Karin Vådeland (VP HSSEQ & Sustainability 1 161 120 79 0 1 359 Patrick Åsland (VP Technology & Newbuils) 1 092 120 66 0 1 278 2023 (amounts in NOK 1000) Salary Earned 1 Benefits in kind 2 Contribution to Pension Schemes Variable Total Remuneration Jan Erik Tveteraas (CEO) 2 131 161 98 0 2 389 Glenn Åsland (COO) 2 119 161 118 0 2 398 Tove Vestlie (CFO) 1 340 141 118 0 1 599 Erik Bjøndal-Røvde (VP Operations) 1 193 120 90 0 1 403 Bente Skogen (VP People & Organisation) 995 120 81 0 1 195 Else-Karin Vådeland (VP HSSEQ & Sustainability 993 120 79 0 1 192 Patrick Åsland (VP Technology & Newbuils) 967 120 66 0 1 153 47 Note 5 – Depreciation and amortisation Specification of depreciation and amortisation Note 6 – Other operating expenses Specification of other operating expenses Specification of auditors’ remuneration A fee of TNOK 32 related to capital increase is booked to equity Note 7 - Merger with Oceanteam ASA Soiltech ASA completed a merger with Oceanteam ASA on September 11, 2024. The merger plan was signed 30 Mai 2024 and approved by the general meetings of the respective companies on 4 July 2024. The main purpose of the merger was to achieve a listing of Soiltech ASA on the Euronext Expand marketplace. As part of the merger, Soiltech ASA issued 527 947 new shares as consideration to the shareholders of Oceanteam ASA. This consideration was based on Oceanteam ASA having a market value of NOK 31.67 million at the date of entering into the merger agreement. At the time of the merger, Oceanteam ASA was essentially an empty shell company without any operational activities. The only significant asset in the company was a cash balance of NOK 19.1 million. Therefore, the merger has been accounted for as a share-based payment transaction in accordance with IFRS 2. The (amounts in NOK 1000) 2024 2023 Amortisation of intangible assets 275 146 Depreciation of property, plant & equipment 14 594 11 580 Depreciation of right-of-use assets 5 350 3 916 Impairment of goodwill 0 0 Total 20 219 15 641 (amounts in NOK 1000) 2024 2023 495 163 Audit and Accounting cost 3 121 2 764 2 670 1 948 Office cost and it equipment 4 732 4 153 1 278 803 Sales and commercial cost 911 940 1 416 750 Tax abroad for employees 699 0 Other cost 4 939 5 337 20 260 16 858 Insurance Total Cost of lease of assets of low value Legal and consultant cost Travel related cost (amounts in NOK 1000) 2024 2023 769 474 Other certification services 32 0 0 0 Other non-auditing services 1 047 273 1 848 747 Statutory audit fee Tax advisory services Total 48 measurement of the transaction is based on the value of the shares in Oceanteam ASA at the transaction date, which was September 11, 2024. At this time, the shares were traded at NOK 0.93, corresponding to a market value for the company of NOK 30.8 million. The difference between the cash balance in Oceanteam ASA (NOK 19.1 million) and the fair value of the company is considered to reflect the value of the stock exchange listing, including access to new capital and recognized investors. This difference, amounting to NOK 12,8 million, has been recognized as an expense in the financial statements of Soiltech ASA in the line item “Expenses related to Merger & IPO”, as it does not meet the criteria to be recognized as an asset on the balance sheet. In addition to the expenses above, Soiltech ASA has incurred various transaction costs in connection with the process of completing the merger and subsequent listing on Euronext Expand, amounting to NOK 10.1 million in total. Of these, NOK 5.3 million is considered incremental costs directly attributable to the equity transaction and has therefore been recognized as a deduction of equity, reducing the capital increase from the merger. The remaining NOK 5.0 million has been recognized as an expense and is included in the line item «Expenses related to Merger & IPO» in the income statement. Note 8 – Related parties Accounting policies In the Parent company, the subsidiaries and investments in any associated company are valued at cost. The investment is valued at the cost of the shares, less any impairment losses. An impairment loss is recognized if the impairment is not considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the reason for the impairment loss is rectified in a later period. Dividends, Group contributions and other distributions from subsidiaries are recognized in the same year as they are recognized in the financial statement of the provider. If dividends / group contribution exceeds withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the acquisition in the balance sheet for the parent company. An impairment loss on shares in Sorbwater Technology AS was recognized, amounting to NOK 2.4 million (2023: NOK 9.2 million) Subsidiaries Transactions with related parties Outstanding balances with group companies Company name (amounts in NOK 1000) Place of office Ownership Equity as of 31.12.2024 Net result for 2024 Carrying value 31.12.2024 Soiltech Offshore Services AS Sandnes 100 % 1 065 140 788 Sorbwater Technology AS Bergen 100 % 32 132 -2 746 31 991 Relationship Transaction type 2024 2023 Purchase of services from Soiltech Offshore AS Subsidiary Purchase of serv. 101 629 85 591 Funding of Sorbwater Technology AS Subsidiary Funding 8 765 3 555 Total 110 393 89 146 (amounts in NOK 1000) Relationship Nature of amount 2024 2023 Sorbwater Subsidiary Funding and group contribution 7 754- 17 315- Subsidiary Trade payables 16 662- 18 464- 24 416- 35 779- (amounts in NOK 1000) Soiltech Offshore Services AS Total 49 Note 9 – Financial items Note 10 – Income tax Accounting policies The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities, with the exception of: temporary differences linked to goodwill that are not tax deductible. Temporary differences, both positive and negative, which will or are likely to reverse in the same period, are recorded as a net amount. Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes in subsequent periods to utilize the tax asset. The companies recognize previously unrecognized deferred tax assets to the extent it has become probable that the company can utilize the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it as probable that it can utilize the deferred tax asset. Deferred tax and deferred tax assets are measured based on the expected future tax rates applicable to the companies in the Group where temporary differences have arisen based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax and deferred tax assets are recognized at their nominal value and classified as non-current asset investments (non-current liabilities) in the balance sheet. Specification of income tax expense (amounts in NOK 1000) 2024 2023 1 359 179 210 288 Other 0 0 210 288 Net foreign exchange gains (losses) Interest income Total financial income Interest expenses on leases -4 197 -2 674 Interest expenses on borrowings -7 961 -4 686 Impairment of shares in subsidiaries -2 375 -9 240 Other -80 -25 Total financial expenses -14 612 -16 624 Net financial items -13 043 -16 157 (amounts in NOK 1000) 2 024 2 023 Profit before tax 12 500 31 824 0 -11 527 +/- Permanent differences 8 440 -5 623 -24 071 -14 674 - Carry-forward deficit 3 131 0 0 0 Tax payable 22% 0 0 4 579 5 736 Prior year tax correction -216 0 Tax expense in the statement of profit and loss 4 363 5 736 0 0 Tax payable in the balance sheet 0 0 Group contribution +/- Change in temporary differences Basis for calculating tax +/- Changes in deferred tax Tax payable in tax expense 50 Temporary differences related to: A group contribution was given in 2023 to subsidiary company Sorbwater Technology AS that was utilized against its loss carry forward. Merger and Tax Considerations The merger between Soiltech ASA and Oceanteam ASA was carried out as a tax-free merger in accordance with Chapter 11 of the Norwegian Tax Act. The merger was completed with tax continuity, and all tax positions in Oceanteam ASA have been carried forward unchanged in Soiltech ASA pursuant to Section 11-7 of the Tax Act. As part of the transferred tax positions, a tax loss carry-forward of MNOK 1,604 has been recognized. However, due to uncertainty regarding the future utilization of this tax loss, the company has chosen not to recognize the associated deferred tax asset in accordance with the prudence principle under IAS 12 – Income Taxes. In line with IAS 12.34, a deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the tax losses can be utilized. Given the current uncertainty, no deferred tax asset has been recognized for this amount. Note 11 – Intangible assets Accounting policies Intangible assets mainly comprise goodwill originating from previous acquisitions. Goodwill is not depreciated but is instead subject to annual impairment testing. Other intangible assets include patents and software which are recognised in accordance with the cost method and depreciated over their expected economic lifetime. 0 0 PP&E Assets and Intangible 139 386 83 263 6 656 3 965 Non-current assets 0 0 -70 288 -32 891 Gain & loss account 503 629 -660 -2 456 Tax losses carried forward -1 608 582 0 -1 532 986 52 509 Tax reducing differences which may not be netted 1 604 445 669 71 459 53 179 Deferred tax liability (asset) 22% 15 721 11 699 Total temporary differences Intangible assets Current assets Long-term liabilities Current liabilities Net difference 51 Specification of intangible assets Note 12 – Property, plant & equipment Accounting policies Property, plant & equipment consists of slop treatment units, equipment for cuttings handling and swarf removal, skips and various other equipment. Property, plant & equipment are recognized in accordance with the cost method and depreciated over their expected economic lifetime. (amounts in NOK 1000) Other 2 682 Additions 213 0 Cost 31.12.2023 2 895 878 Disposals 0 3 773 1 512 Depreciations for the year 146 1 658 100 Impairment for the year 0 100 275 Accumulated depreciation 31.12.2024 1 933 Impairment for the year 0 100 1 070 Carrying amount 31.12.2023 1 137 1 740 Accumulated impairment 01.01.2023 Cost 01.01.2023 Disposals Carrying amount 31.12.2024 Accumulated impairment 31.12.2023 Depreciations for the year Accumulated impairment 31.12.2024 Carrying amount 01.01.2023 Additions Cost 31.12.2024 Accumulated depreciation 01.01.2023 Accumulated depreciation 31.12.2023 52 Specification of property, plant & equipment Note 13 – Leases Accounting policies The Company leases certain operating equipment which in turn is leased to our customers. The Company has substantially all the risks and rewards of ownership and the leases are classified as financial leases. Financial leases are capitalized at the inception of the lease at the lower of the fair value of the leased asset or the present value of the future minimum lease payments. Each lease payment is allocated between the corresponding financial lease liability and finance charges to achieve a constant rate on the outstanding liability. Depreciation of assets held under capital leases is reported within “Depreciation and amortization expense” in the Statement of Profit and Loss. The depreciation policy for assets held under financial leases is consistent with that for owned assets and is depreciated over estimated economic life. (amounts in NOK 1000) Property, plant & equipment 171 160 Additions 63 776 1 527 Disposals 0 236 463 Additions 38 729 Other non cash adjustments -3 173 0 Cost 31.12.2024 272 019 40 362 11 580 51 942 Accumulated impairment 01.01.2023 3 568 0 3 568 51 942 Depreciations for the year 14 594 66 536 Accumulated impairment 31.12.2023 3 568 0 3 568 127 230 180 954 201 915 Economic useful life 5-15 years Linear Disposals Depreciations for the year Accumulated depreciation 31.12.2023 Accumulated depreciation 31.12.2023 Impairment for the year Accumulated impairment 31.12.2023 Other non cash adjustments Cost 31.12.2023 Impairment for the year Accumulated impairment 31.12.2024 Accumulated depreciation 01.01.2023 Accumulated depreciation 31.12.2024 Cost 01.01.2023 Carrying amount 31.12.2023 Depreciation schedule Carrying amount 01.01.2023 Carrying amount 31.12.2024 53 Overall description of the leases of the parent company The parent company primarily leases fluid treatment units (STT). For fluid treatment units, the lease term is usually between 4 and 7 years. Assumptions and judgments applicable to new leases The Group has leased additional cuttings receiving tanks to be installed on the platform supply vessel (PSV) to be delivered in Q1 2025. The present value of the lease liability will be recognised on commencement of the lease. The estimated lease amount is NOK 55 million. Specification of right-of-use assets Specification of lease liabilities Contractual payments on leases (amounts in NOK 1000) Slop Treatment Units Carrying amount 01.01.2023 34 684 22 259 Index regulation 0 Depreciations -3 916 53 027 Additions 48 626 0 Depreciations -5 350 96 303 5-15 years Depreciation schedule Linear Additions Carrying amount 31.12.2023 Termination Carrying amount 31.12.2024 Economic useful life (amounts in NOK 1000) 2024 2023 Carrying amount 01.01. 33 600 19 302 47 888 22 258 New lease business combination 0 0 0 0 Interest expenses 4 190 2 543 -15 765 -11 207 Prepayments leasing 0 704 Effect of currency translation 0 0 69 914 33 600 Non-current lease liabilities 57 432 24 800 12 482 8 800Current lease liabilities Additions Index regulation Lease payments Carrying amount 31.12. (amounts in NOK 1000) 2024 2023 17 719 9 555 Due within one and five years 55 686 23 820 14 099 7 500 Total 87 504 40 875 Due within one year Due after 5 years 54 Note 14 – Other assets and liabilities Accounting policies Non-current assets are assets intended for long-term ownership or use. All other assets are current assets. Receivables that fall due for payment within one year shall not be classified as non-current assets. Similar criteria apply to liabilities. Other current assets are recorded in the balance sheet at nominal value less provisions for expected credit losses. Other non-current assets Other current assets Other non-current liabilities Note 15 – Trade receivables Accounting policies Trade receivables are recognized at an amount equal to the transaction price, less provisions for expected credit losses. The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Specification of trade receivables (amounts in NOK 1000) 31.12.2024 31.12.2023 Restricted cash 0 762 Total 0 762 31.12.2024 31.12.2023 2 154 3 637 VAT receivable 6 731 7 044 6 656 3 965 Tax refund connected to research and development 2 256 1 655 Other 100 529 17 897 16 829 Prepaid expenses Cost to fulfill customer contract Total (amounts in NOK 1000) (amounts in NOK 1000) 31.12.2024 31.12.2023 541 669 Total 541 669 Other Other current liabilities (amounts in NOK 1000) 31.12.2024 31.12.2023 Public duties payable 2 821 3 951 2 699 2 391 Liability to group companies 7 754 17 316 2 533 2 292 15 807 25 950 Liability to employeers incl. holiday pay Other Total (amounts in NOK 1000) 31.12.2024 31.12.2023 59 515 42 772 Earned not invoiced revenues 339 1 399 0 0 Carrying amount 59 854 44 171 Accounts receivable Provision for expected credit losses 55 Note 16 – Cash and cash equivalents Accounting policies Cash and cash equivalents comprise mostly ordinary bank deposits. The statement of cash flows is prepared using the indirect method. Interest income and expenses are presented as investing and financing activities, respectively. Restricted cash Note 17 – Borrowings Accounting policies Borrowings are initially recognized at fair value, including transaction costs directly attributable to the transaction, and are subsequently measured at amortized cost. Covenants The loan facility with Rogaland Sparebank entered in 2023 has the following covenants, which are to be measured each quarter: - NIBD/EBITDA > 4 - Book equity > 30% - Approval from bank if dividend/group contribution Specification of borrowings – 31.12.2024 Specification of borrowings – 31.12.2023 Contractual payments on borrowings – 31.12.2024 Contractual payments on borrowings – 31.12.2023 (amounts in NOK 1000) 31.12.2024 31.12.2023 1 182 962Payroll withholding tax account (amounts in NOK 1000) Nominal interest rate Nominal amount Capitalized financing fees Carrying amount Innovasjon Norge 7.7% 1 292 0 1 292 3 m.Nibor+2.5% 105 525 0 105 525 Carrying amount as per 31.12.2024 106 816 106 816 86 609 Current borrowings 20 207 Rogaland Sparebank Non-current borrowings (amounts in NOK 1000) Nominal interest rate Nominal amount Capitalized financing fees Carrying amount Innovasjon Norge 7.7% 3 875 0 3 875 3 m.Nibor+2.5% 81 898 0 81 898 Carrying amount as per 31.12.2023 85 773 0 85 773 68 913 Current borrowings 16 860 Non-current borrowings Rogaland Sparebank (amounts in NOK 1000) Next year 1-2 years 2-5 years More than 5 years Innovasjon Norge 1 356 0 0 0 25 868 24 512 64 063 13 906 Total 27 224 24 512 64 063 13 906 Rogaland Sparebank (amounts in NOK 1000) Next year 1-2 years 2-5 years More than 5 years Innovasjon Norge 2 813 1 330 0 0 18 580 17 612 47 024 14 453 Total 21 393 18 942 47 024 14 453 Rogaland Sparebank 56 For loans with floating interest rates, the amounts above are calculated using the current interest rate per the relevant year end. Carrying amount of assets pledged as security Note 18 – Share capital and shareholder information Share capital and ownership structure The share capital of the parent company, Soiltech ASA, amounts to NOK 1 035 201 as of 31 December 2024, and consists of a total of 7,963,087 ordinary shares with a nominal value of NOK 0.13. Increase in share capital results from merger with Oceanteam in connection with the listing on Euronext expand, with the merger consideration being settled by issuance of 527 947 new shares, as such the share capital increased from NOK 740 543 to NOK 793 338. In connection with this transaction, NOK 238 001.31 was transferred from unrestricted equity to share capital to meet the minimum share capital requirement for public limited companies. As such the share capital was increased from NOK 793 338 to NOK 1 031 339 by transfer of NOK 238 001.31 from the Company’s unrestricted equity to the Company’s share capital. The capital increase is carried out through an increase of the par value of the Company’s shares by NOK 0.03 per share from NOK 0.10 to NOK 0.13 per share. Additionally, 29,710 options were exercised. As such the share capital was increased from 1 031 339 to 1 035 201. Shareholders as of 31.12.2024 Included in Other shareholders are 5 000 shares owned by board member Olaf Skrivervik. (amounts in NOK 1000) 2024 2023 Property, plant & equipment 201 915 180 954 59 854 44 171 Total 261 769 225 125 Trade receivables Shareholders Number of shares Ownership interest WELLEX AS, Associated with Glenn Åsland 742 730 9.3% HILDR AS 737 234 9.3% KNATTEN I AS, Associated with Jan Erik Tveteraas 700 325 8.8% Carnegie Investment Bank AB 667 918 8.4% SKAGENKAIEN INVESTERING AS, Ass. with Mona H.S. Freuchen 541 380 6.8% TVETERAAS INVEST AS 521 710 6.6% BNP Paribas 469 933 5.9% DNB BANK ASA 367 002 4.6% PIMA AS, Associated with Eirik Flatebø 202 830 2.5% HAVNEBASE EIENDOM AS 193 470 2.4% Banque Pictet & Cie SA 188 063 2.4% CAPRICORP INVESTMENTS N.V 176 020 2.2% Ponderus Invest AB 118 000 1.5% ZETLITZ CAPITAL AS 102 030 1.3% TUCAN HOLDING AS 100 560 1.3% Avanza Bank AB 94 922 1.2% CAMPO EIENDOM AS 83 000 1.0% RYDER 78 000 1.0% RIVERMAAS B.V, Associated with Karin Govaert 70 000 0.9% JPMorgan Chase Bank, N.A., London 65 020 0.8% Top 20 shareholders 6 220 147 78 % Other 1 742 940 22 % Total 7 963 087 100 % 57 Foreign ownership was 34,6% at year-end 2024 (2023: 32,4%) Note 19 – Financial risk and capital management See information in consolidated financial statement. Note 20 – Climate risk See information in consolidated financial statement. Note 21 – Remuneration to senior executives and Board of Directors See information in consolidated financial statement. Note 22 – Share-based payment transactions See information in consolidated financial statement. Note 23 – Events after the reporting period There are no events other than business activity in the ordinary course of business after the balance sheet date of an adjusting or non-adjusting nature. Signature: Email: Signature: Email: Signature: Email: Signature: Email: Signature: Email: Signature: Email: Eirik Flatebø (Apr 2, 2025 11:08 GMT+2) Eirik Flatebø eirik.flatebo@pharosadvisors.no Mona Hodne Steensland Freuchen (Apr 2, 2025 11:09 GMT+2) Mona Hodne Steensland Freuchen mona@skagenkaien.no Karin Govaert (Apr 2, 2025 11:10 GMT+2) Karin Govaert karin@govaert.info jan.erik.tveteraas@soiltech.no Dag Schjerven (Apr 2, 2025 11:13 GMT+2) Dag Schjerven d.schjerven@gmail.com Olaf Skrivervik (Apr 2, 2025 11:18 GMT+2) Olaf Skrivervik oskrivervik@gmail.com Soiltech Annual report 2024 Final Audit Report 2025-04-02 Created: 2025-04-02 By: Tove Vestlie (tove.vestlie@soiltech.no) Status: Signed Transaction ID: CBJCHBCAABAAn7fs1ILLqp_2nlkX7TukZ0T7jzwlsAtc "Soiltech Annual report 2024" History Document created by Tove Vestlie (tove.vestlie@soiltech.no) 2025-04-02 - 9:05:56 AM GMT Document emailed to Mona Hodne Steensland Freuchen (mona@skagenkaien.no) for signature 2025-04-02 - 9:06:07 AM GMT Document emailed to Eirik Flatebø (eirik.flatebo@pharosadvisors.no) for signature 2025-04-02 - 9:06:07 AM GMT Document emailed to Olaf Skrivervik (oskrivervik@gmail.com) for signature 2025-04-02 - 9:06:08 AM GMT Document emailed to Karin Govaert (karin@govaert.info) for signature 2025-04-02 - 9:06:08 AM GMT Document emailed to Dag Schjerven (d.schjerven@gmail.com) for signature 2025-04-02 - 9:06:08 AM GMT Document emailed to jan erik tveteraas (jan.erik.tveteraas@soiltech.no) for signature 2025-04-02 - 9:06:09 AM GMT Email viewed by Eirik Flatebø (eirik.flatebo@pharosadvisors.no) 2025-04-02 - 9:06:38 AM GMT Email viewed by Mona Hodne Steensland Freuchen (mona@skagenkaien.no) 2025-04-02 - 9:06:40 AM GMT Document e-signed by Eirik Flatebø (eirik.flatebo@pharosadvisors.no) Signature Date: 2025-04-02 - 9:08:20 AM GMT - Time Source: server Email viewed by jan erik tveteraas (jan.erik.tveteraas@soiltech.no) 2025-04-02 - 9:08:57 AM GMT Email viewed by Dag Schjerven (d.schjerven@gmail.com) 2025-04-02 - 9:09:00 AM GMT Document e-signed by Mona Hodne Steensland Freuchen (mona@skagenkaien.no) Signature Date: 2025-04-02 - 9:09:20 AM GMT - Time Source: server Email viewed by Karin Govaert (karin@govaert.info) 2025-04-02 - 9:09:26 AM GMT Document e-signed by Karin Govaert (karin@govaert.info) Signature Date: 2025-04-02 - 9:10:24 AM GMT - Time Source: server Email viewed by Olaf Skrivervik (oskrivervik@gmail.com) 2025-04-02 - 9:11:01 AM GMT Document e-signed by jan erik tveteraas (jan.erik.tveteraas@soiltech.no) Signature Date: 2025-04-02 - 9:11:16 AM GMT - Time Source: server Document e-signed by Dag Schjerven (d.schjerven@gmail.com) Signature Date: 2025-04-02 - 9:13:50 AM GMT - Time Source: server Document e-signed by Olaf Skrivervik (oskrivervik@gmail.com) Signature Date: 2025-04-02 - 9:18:59 AM GMT - Time Source: server Agreement completed. 2025-04-02 - 9:18:59 AM GMT 529900E9W21TGMWZ74302024-01-012024-12-31529900E9W21TGMWZ74302023-01-012023-12-31529900E9W21TGMWZ74302024-01-012024-12-31ifrs-full:RetainedEarningsMember529900E9W21TGMWZ74302023-01-012023-12-31ifrs-full:RetainedEarningsMember529900E9W21TGMWZ74302024-12-31529900E9W21TGMWZ74302023-12-31529900E9W21TGMWZ74302022-12-31529900E9W21TGMWZ74302023-12-31ifrs-full:IssuedCapitalMember529900E9W21TGMWZ74302024-01-012024-12-31ifrs-full:IssuedCapitalMember529900E9W21TGMWZ74302024-12-31ifrs-full:IssuedCapitalMember529900E9W21TGMWZ74302023-12-31ifrs-full:AdditionalPaidinCapitalMember529900E9W21TGMWZ74302024-01-012024-12-31ifrs-full:AdditionalPaidinCapitalMember529900E9W21TGMWZ74302024-12-31ifrs-full:AdditionalPaidinCapitalMember529900E9W21TGMWZ74302023-12-31ifrs-full:OtherReservesMember529900E9W21TGMWZ74302024-01-012024-12-31ifrs-full:OtherReservesMember529900E9W21TGMWZ74302024-12-31ifrs-full:OtherReservesMember529900E9W21TGMWZ74302023-12-31ifrs-full:RetainedEarningsMember529900E9W21TGMWZ74302024-12-31ifrs-full:RetainedEarningsMember529900E9W21TGMWZ74302022-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviousGAAPMember529900E9W21TGMWZ74302022-12-31ifrs-full:IssuedCapitalMember529900E9W21TGMWZ74302023-01-012023-12-31ifrs-full:IssuedCapitalMember529900E9W21TGMWZ74302022-12-31ifrs-full:AdditionalPaidinCapitalMemberifrs-full:PreviousGAAPMember529900E9W21TGMWZ74302022-12-31ifrs-full:AdditionalPaidinCapitalMember529900E9W21TGMWZ74302023-01-012023-12-31ifrs-full:AdditionalPaidinCapitalMember529900E9W21TGMWZ74302022-12-31ifrs-full:OtherReservesMemberifrs-full:PreviousGAAPMember529900E9W21TGMWZ74302022-12-31ifrs-full:OtherReservesMember529900E9W21TGMWZ74302023-01-012023-12-31ifrs-full:OtherReservesMember529900E9W21TGMWZ74302022-12-31ifrs-full:RetainedEarningsMemberifrs-full:PreviousGAAPMember529900E9W21TGMWZ74302022-12-31ifrs-full:RetainedEarningsMember529900E9W21TGMWZ74302022-12-31ifrs-full:PreviousGAAPMemberiso4217:NOKiso4217:NOKxbrli:shares