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Capsol Technologies ASA

Interim / Quarterly Report Aug 15, 2025

3572_rns_2025-08-15_3c29cdd3-1e56-4112-baf6-ee9a66346055.pdf

Interim / Quarterly Report

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Page 1 Q2 2023

Page 2 Q2 2023

Contents

About Xplora
4
The Quarter at a Glance
5
Message from the CEO
5
Q2 25 Highlights
5
Key Figures
6
Q2 2025 Strategic and Operational Review
8
Xplora Technologies Group Financials
10
Segment – Kids & Youth
13
Segment – Senior
14
Outlook
15
Xplora Technologies Group
17
Income statement
17
Statement of financial position
18
Statement of changes in equity
19
Statement of cash flows
20
Notes
21

Page 3 Q2 2023

About Xplora

Xplora creates technology that helps families stay connected and safe. The company design smart devices and services that give each age group young children, teenagers, or seniors — the right level of freedom and support as they grow. Xplora's products help families manage screen time, build healthy digital habits, and stay in touch across generations.

Founded in Norway, Xplora pioneered the kids' smartwatch market in Europe, combining secure communication with services that promote physical activity and digital balance. Today, the product portfolio has grown to include youth phones and solutions for the senior market, expanding the company's mission to support families at every stage of life. This positions Xplora as a leading European platform for family-centric services. As of 2025, Xplora reports financial performance across two operating segments: Kids & Youth and Senior. Headquartered in Oslo, the company operates in key European markets and the United States.

The Xplora ecosystem is powered by the Xplora Guardian app, which gives families intuitive tools to manage safety, access, and communication across devices. In parallel, Xplora's SaaS and MVNO operations provide scalable mobile subscription and service management across B2C and B2B markets, currently active in nine countries.

Xplora remains committed to empower families to navigate the digital world safely, gradually, and on their own terms.

Q2 FAST FACTS

Total revenue NOK 463m

Service revenue NOK 82m

MVNO In 9 markets

216 FTE

The Quarter at a Glance

MESSAGE FROM THE CEO

One year ago, at our Capital Markets Day, we announced our target of reaching one million subscriptions over the coming years. Since then, the base has grown by 40% to 393k subscriptions, driven entirely by the Kid's market. In Q2 25 we saw product expansion, new subscription revenue lines, and a stable conversion rate over the last twelve months (LTM) at 37%, marking what has historically been a quieter quarter to one of our strongest.

As we enter the second half of the year, it's worth revisiting the strategic rationale behind the acquisition of Doro AB (''Doro''), which was aimed at realizing two key objectives. Firstly, to grow volumes in Doro's core feature- and smartphone business by leveraging our geographical market presence. And secondly, to leverage Doro to expand Xplora's mobile subscription services. We began launching as planned at the end of Q2, marking the beginning of compounding growth in the Senior segment.

Financially, Q2 25 reflects strong performance across both the Kids & Youth and Senior segments. Revenue grew 143% year-over-year to NOK 463m, largely driven by the acquisition of Doro AB, and further supported by a favourable product mix. EBITDA increased to NOK 51m from NOK 18m, reflecting the improved revenue mix and a balanced cost profile, with stable spending in the Kids & Youth segment and strategic investments in the senior segment. Service revenue continued its upward trajectory, up 25% year over year. We ended the quarter with NOK 530m in cash.

Operationally, the quarter was marked by product innovations across both segments. In the Kids & Youth segment, we launched the Gen 2 version of our X6P smartwatch, combining enhanced functionality with improved margins. In the Senior segment, we introduced the Aurora smartphone line, designed specifically with accessibility and ease of use in mind. Our 4G feature phone series Leva continued to perform strongly, supported by the ongoing shift to 4G technology in several key markets and further strengthened by a significant order backlog. Overall, we are seeing a structural improvement in margins across the group, driven by the transition to new generation products and favourable market conditions.

In parallel with this development, we expanded our recurring revenue model at the end of Q2 with another new subscription line; the Xplora Guardian App on the HMD Fusion X1 smartphone developed in partnership with HMD and powered by our own software-as-a-service. This marks the first time we see one of our solutions launched as a standalone software product.

With new products and solutions launched across the group, and a subscription base that keeps growing, we're in a great position to keep pushing forward. At the same time, our strong cash position gives us the financial flexibility to support this momentum. That kind of flexibility does not only strengthen the balance sheet, but it also gives us the freedom to think bigger about what comes next.

Sten Kirkbak

Q2 25 HIGHLIGHTS

  • Group revenues +143% y/y to NOK 462.9m
  • 393k subscriptions, up 40% y/y
  • Recurring service revenues +25% y/y to NOK 81.6m, translating to an ARR of NOK 326.6m
  • Gross profit +152% y/y to NOK 231.4m
  • Positive EBITDA of NOK 50.9m
  • NOK 530.0m in cash and cash equivalents

KEY FIGURES

NOK millions (IFRS*) Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Device revenue 381 125 640 180 517
Service revenue 82 66 161 128 281
Total revenue 463 190 802 308 797
Growth y/y 143% 0% 160% 7% 16%
Gross profit 231 92 422 160 390
Gross margin 50% 48% 53% 52% 49%
EBITDA 51 18 69 21 71
Subscriptions (k) 393 281 393 281 358
ARR 327 262 327 262 308
Shares outstanding (million) 45 44 45 44 44

Quarterly figures are unaudited.

*As of Q1 25, Xplora reports under IFRS, with Doro AB being reported as part of the Group for the first time. Please refer to note 12 for further details on the transition.

Subscription Base (k)

Q2 2025 Strategic and Operational Review

Xplora is working to realize its high-value growth strategy with an ambition of reaching one million subscriptions. To achieve this growth, the company is expanding its portfolio of products and services and broadening its customer reach. The strategic partnership with Human Mobile Devices (HMD) extends the scope beyond the kid's smartwatch market to include youth smartphones, increasing the average customer lifetime value. The acquisition of Doro AB further broadens the customer reach to the senior market, enabling a significant growth opportunity in the years to come.

BUILDING A GLOBAL SUBSCRIPTION BASE

Xplora exited the quarter with an ARR of NOK 326.6m, up from NOK 262.2m in Q2 24.

Driven by strong growth in service revenues from the Kids & Youth segment, a growing share of operating expenses is now covered by gross profit from recurring revenue. Over the last 12 months, ARR gross profit covered 96% of service-related opex in the Kids & Youth segment. This excludes marketing costs tied to device sales. ARR gross profit now largely covers the cost of maintaining our subscription base.

Total subscription base (Subscriptions 1,000)

The total subscription base grew by 112k y/y from 281k in Q2 24 to 393k at the end of Q2 25, marking an increase of 40%. The total subscription base is comprised of 271k mobile subscriptions, 25k B2B service revenue subscriptions, 8k service fee subscriptions and 89k premium service subscriptions.

The current subscription base reflects activity in the kids' market within the Kids & Youth segment. Sales in the Youth market and the Senior segment launched successfully in June as planned.

Xplora operates as an MVNO in Norway, France, Spain, UK, Denmark, Sweden, Finland, Germany and the US.

Distribution of the mobile subscription base (%)

Of the 271k mobile subscriptions Xplora had at the end of Q2 25, 190k were in the Nordics. This was up 14k y/y, equivalent to 8% growth. Outside the Nordics, Xplora had 81k mobile subscriptions at the end of Q2 25. This was an increase of 79% y/y from 45k in Q2 24 and up 9% q/q from 74k in Q1 25. The largest market outside the Nordics were Germany with 48k mobile subscriptions. Germany remains the strongest growth driver for the sixth quarter in a row, adding 6k mobile subscriptions q/q and 27k y/y. This corresponds to 132% growth y/y. US ended Q2 25 with 13k subscriptions. UK subscriptions has grown 66% y/y from 6k in Q2 24 to 9k in Q2 25, and Spain grew by 106% y/y from 4k in Q2 24 to 9k in Q2 25.

LAUNCH OF AURORA SMARTPHONE SERIES

The Aurora smartphone series was launched to the market as part of the group's Senior segment during Q2. The Aurora series is tailored specifically for users with additional needs, whether physical - such as audio or vision support - or technical, with a focus on simplicity and ease of use. The new smartphones have been well received by customers, and sales are expected to ramp up in the coming quarters.

LAUNCH OF DORO CONNECT IN SWEDEN

At the end of Q2 25, the senior mobile subscription service, called "Doro Connect", was launched in Sweden through the company's webshop as part of the Senior segment offering. The launch went according to plan and represents an important step in expanding the group's recurring revenue model.

DORO AB AQUISITION

On January 13, 2025, Xplora announced the outcome of the public offer to the shareholders of Doro AB, securing control over 88.3% of the outstanding shares. The acquisition was fully financed by a long-term loan facility of EUR 82m, where up to 75% of the EURIBOR-linked interest rate has been hedged. As of 30 June 2025, Xplora control 89.6% of Doro AB.

Xplora Technologies Group Financials

Q2 25 marked another strong quarter for the group, with solid performance across both the Kids & Youth and Senior segments. Revenue grew 143% y/y to NOK 462.9m, driven by an improved product mix. EBITDA increased to NOK 50.9m from NOK 17.5m y/y, reflecting stable spending in the Kids & Youth segment and strategic investments in the Senior segment. Service revenue grew 25% y/y to NOK 81.6m, driven by continued subscription growth and stable conversion rate now at LTM 37%. The quarter closed with a cash position of NOK 530.0m, supporting continued strategic flexibility.

Q2 25 PROFIT & LOSS

From Q1 25, Xplora reports under IFRS, with Doro AB being reported as part of the Group for the first time. Doro is reported as the Senior segment. Please refer to note 12 for further details on the transition.

In Q2 25 Xplora's group revenue came in at NOK 462.9m, up 143% from NOK 190.4m in Q2 24. Excluding the contribution from the senior segment, revenues were up 13% y/y to NOK 215.6m. Recurring service revenue grew 25% y/y from NOK 65.6m in Q2 24, to NOK 81.6m in Q2 25, driven by a 112k y/y increase in total subscriptions. Device revenue grew 205% y/y to NOK 381.3m.

Revenue Xplora Co. – Devices vs services (NOKm)

Senior device revenue

Gross profit ended at NOK 231.4m in Q2 25, yielding a gross margin of 50%. This was an improvement from NOK 91.9m and a gross margin of 48% in Q2 24. Excluding the senior segment contribution, gross profit would have been NOK 116.5m in Q2 25, with a margin of 54%. Gross margin per revenue line in Q2 25 was 43% for device revenue and 82% for service revenue. The gross margin reported excludes marketing, selling and distribution costs. Gross margin from device sales is exposed to the current EUR/USD exchange rate.

Total operating costs came in at NOK 180.4m in Q2 25 and NOK 83.2m without the senior segment contribution. This compares to NOK 74.4m in Q2 24. LTM operating costs as a percentage of LTM sales were 41% in Q2 25, slightly down from 43% in Q2 24. Employee expenses ended at NOK 74.5m in Q2 25, including NOK 6.5m in severance provisions related to reorganization costs following the discontinuation of activities in IVS GmbH, one of the Group's German subsidiaries. This is compared to Employee expenses of NOK 30.6m in Q2 24. Marketing expenses were NOK 39.3m in Q2 25, up from NOK 16.9m in Q2 24. Other operating costs were NOK 66.6m in Q2 25, which includes NOK 2.1m in transaction costs, up from NOK 26.9m in Q2 24. At the end of Q2 25, Xplora had 216 full-time equivalents (FTE), up from 108 FTE in Q2 24.

Operating expenses (NOKm)

EBITDA ended at NOK 50.9m in Q2 25, an increase of 191% from NOK 17.5m in Q2 24. Excluding the contribution from the senior segment, EBITDA was NOK 33.3m.

Depreciation and amortization was NOK 13.5m, up from NOK 10.9m in Q2 24. As such, group EBIT ended at NOK 37.5m. In Q2 25, net finance expenses amounted to NOK 60.7m, compared to NOK 3.9m in Q2 24. The increase in finance expenses is primarily due to interests and negative non-cash currency effects on the acquisition loan. Please see note 6 for breakdown of net finance expenses.

As a large share of the Groups revenue is in EUR, which contributed positively on revenue this quarter, the company has a natural hedge against the currency exposure on the EUR-denominated acquisition loan. This is also the reason why the company has not hedged this loan exposure.

Although the company experienced positive currency effect on revenue, it did not outweigh the negative effect of the loan adjustment, yielding a loss before tax of NOK 23.2m in Q2 25. This compares to a profit before tax of NOK 2.7m in Q2 24. Note that finance expenses do not include a marked value adjustment of Xplora's shares in Doro, denominated in SEK.

BALANCE SHEET

Total assets increased to NOK 2,065.8m at the end of Q2 25, from NOK 1,935.4m at the end of Q1 25. Inventories ended at NOK 321.0m, up from NOK 242.3m in Q1 25. Excluding the inventory contribution from the Senior segment, inventories were NOK 66.4m exiting Q2 25, down from NOK 76.6m in Q1 25. Inventory decreased in the Kids & Youth segment, while the Senior segment saw an increase due to the decision to secure volumes of Leva feature phones and Aurora smartphones for the coming quarters. Current receivables increased from NOK 222.4m in Q1 25, to NOK 281.7m in Q2 25.

Cash and cash equivalents decreased by NOK 14.8m q/q from NOK 544.8m in Q1 25, to NOK 530.0m in Q2 25. Excluding the cash contribution from the Senior segment, cash and cash equivalents increased, ending at NOK 310.8m in Q2 25, compared to NOK 302.1m in Q1 25.

Consolidated equity was NOK 348.0m, including minority shareholder equity at NOK 91.8m. This compared to an equity of NOK 366.3m in Q1 25, and the minority shareholders' equity was NOK 90.4m.

Total non-current assets ended at NOK 933.2m in Q2 25, compared to NOK 926.0m in Q1 25. Excluding the senior effects, total non-current assets would have been NOK 204.6m, compared to NOK 206.9 in Q1 25. The largest components of non-current assets were intangible assets at NOK 832.1m in Q2 25, up from NOK 818.9m in Q1 25. Intangible assets include goodwill at NOK 455.8m, and Trademarks and trade names at NOK 286.7m.

Total liabilities to financial institutions was NOK 1,037.2m at the end of Q2 25, up from NOK 982.4m in Q1 25. NOK 963.3m of this is non-current debt mostly relating to the financing of the Doro AB acquisition. The increase is primarily due to currency effects on the acquisition loan. Other non-current liabilities amounted to NOK 106.2m at the end of Q2 25, including NOK 59.1m in deferred tax liability from the PPA. Other current liabilities ended at NOK 574.4m and NOK 159.9m excluding the contribution from the Senior segment. This compares to NOK 482.9m in Q1 25.

CASH FLOW

Net cash flow from operating activities was positive NOK 0.4m in Q2 25, compared to positive NOK 37.1m in Q2 24. The main impact came from changes in working capital, which gave a negative cash effect of NOK 43.3m in Q2 25. This was primarily driven by an increase in inventory in the Senior segment following the decision to secure volumes of Leva feature phones and Aurora smartphones for the coming quarters. In Q2 24 changes in working capital gave a cash effect of positive NOK 23.4m. Since the currency adjustment on the loan is a non-cash adjustment, this is netted against the negative effect it has on profit before tax. The currency effects was NOK 38.2m in Q2 25.

Cash from investing activities amounted to negative NOK 14.8m in Q2 25 is capex and relates solely to investments in intangible and tangible assets. This compares to negative NOK 4.1m in Q2 24.

Cash flow from financing activities was negative NOK 0.5m in Q2 25. This was largely due to an increase in the supply chain financing facility and finance expenses relating to the Doro AB acquisition. In Q2 24, cash flow from financing activities was negative NOK 26.3m.

In total, net change in cash was negative NOK 14.8m during Q2 25, compared to positive NOK 6.7m in Q2 24. Xplora ended the quarter with a cash balance of NOK 530.0m, up 319% y/y compared to NOK 126.3m at the end of Q2 24.

YTD PROFIT & LOSS

Group revenues reached NOK 801.6m in the first half of 2025, a 160% increase from NOK 307.8m in the same period last year. Excluding the contribution from the senior segment, revenues were up 8% y/y to NOK 333.7m. Recurring service revenue improved by 26% y/y ending at NOK 161.3m. Device revenue came in at NOK 640.3m, a 257% increase from NOK 179.6m YTD 24.

Gross profit was NOK 421.9m, compared to NOK 159.5m YTD 24. Gross margin ended at 53%, up from 52% y/y. While high-margin service revenue made up a smaller share of total revenue compared to last year, the margin remained stable due to improved device profitability from next-generation products and favourable market conditions.

Total operating expenses (opex) were NOK 353.4m, up 156% y/y from NOK 138.1m in YTD 24. The YTD 25 figure excludes NOK 15.7m from the reported opex in the senior segment relating to transaction costs incurred before the transaction date.

Xplora achieved an EBITDA of NOK 68.5m in the first half of 2025, compared to NOK 21.4m YTD 24. Depreciation and amortization were NOK 37.7m, up from NOK 21.5m YTD 24. EBIT ended at NOK 30.8m, an improvement from negative NOK 0.1m in the same period last year. Profit before tax was negative NOK 106.6m, compared to negative NOK 8.6m YTD 24. The increase is primarily driven by higher net financial expenses compared to the same period last year, due to one off cost related to the acquisition of Doro AB, including bank and arrangement fees recognized as finance expenses, interests, and negative non-cash currency effects on the EUR-denominated acquisition loan.

COMBINED PRO FORMA FINANCIAL INFORMATION

In Q2 25, the revenue increased 16%, compared to combined pro forma revenue of NOK 398.2m for Q2 24. The gross profit increased 25%, from NOK 184.7m, and EBITDA increased 34%, from NOK 38.0m in Q2 24 to NOK 50.9m in Q2 25.

The combined cash and cash equivalent balance increased by 73% y/y from NOK 307.0m in Q2 24 to NOK 530.0m in Q2 25.

The combined pro forma results reflect the aggregated historical performance of both legacy entities, adjusted for alignment in accounting policies and currency. These are presented for informational purposes and do not represent actual historical results.

RISK AND UNCERTAINTY

As described in the Annual Report 2025, Xplora faces several risk factors, including market and competition risk, operational risk, geopolitical and climate risks, cybersecurity risk, and both the Board of Directors and management diligently monitors the group's risk exposure and continuously strives to enhance internal control processes to uncover and mitigate risks and uncertainties.

The company sees no major changes to these risk factors, which are reviewed in detail in the Annual Report. Note that the group expects minimal effects of announced and/or implemented US import tariffs, with device sales in the US making up only a small portion of total revenue.

The group's financial market risks, relating mainly to interest rates and currency developments, are also covered in detail in the Annual Report.

The interest risk mainly relates to a four-year floating interest loan of EUR 82m which was established to finance the acquisition of Doro AB. To mitigate interest rate risk, Xplora has hedged up to 75% of the EURIBOR-linked interest rates through interest rate swap agreements. In addition, the group refinanced and expanded an existing inventory financing facility in the first half year.

With sales, procurement, salaries and other costs in different currencies, Xplora is exposed to currency risk associated with movements in NOK against primarily USD, EUR, SEK, and GBP. As the group buys goods in USD and sells the majority of its products in European markets, the group is hedging parts of its EUR/USD exposure to mitigate the risk related to currency fluctuations.

With a strong cash position of NOK 530m, the group has ample liquidity to finance ongoing and planned operations, and the Board of Directors and the management view the liquidity risk as very limited.

SEGMENT – KIDS & YOUTH

Revenue, gross profit, and EBITDA

Amount in NOK millions Q2 2025 Q2 2024 Change % YTD 2025 YTD 2024 YTD
Change %
Revenue 215.6 190.4 13% 333.7 307.8 8%
Gross Profit 116.5 91.9 27% 193.1 159.5 21%
Operating expenses * 83.2 74.4 12% 166.8 138.1 21%
EBITDA 33.3 17.5 90% 26.3 21.4 23%
EBITDA margin 15% 9% 68% 8% 7% 13%

*Q2 25 includes NOK 2.1m in one-off transaction costs relating to the Doro AB acquisition in Q1 25. YTD 25 includes a total of NOK 13.0m in one-off transaction costs relating to the Doro AB acquisition in Q1 25.

The Kids & Youth segment continues the strong growth path. The subscription base increased by 112k y/y, resulting in service revenues of NOK 81.6m in Q2 25, up 25% y/y. While total revenue grew by 13% y/y, gross profit grew by 27% ending at NOK 116.5m in Q2 25. The gross margin improvement y/y comes from an improved margin on devices in Q2 25 due to new generation device sales combined with favorable market conditions. If these effects remain, Xplora expects continued high margins going forward.

  • Service revenue was up 25% y/y coming from growing subscription base
  • The Kids & Youth segment had 393k subscriptions at the end of Q2 25, up 40% y/y. Comprised of 271k mobile subscriptions, 89k premium, 25k B2B subscriptions and 8k service fee subscriptions
  • Gross Margin equaled 54% vs. 48% in Q2 24, boosted by sale of new generation products and favorable exchange rates

Opex increased by 12% y/y, however as a percentage of revenue opex decreased slightly, boosting results further. Segment EBITDA ended at NOK 33.3m in Q2 25, up from NOK 17.5m in Q2 24. This is the highest quarterly EBITDA in the Kids & Youth segment ever recorded. As such, the Kids & Youth segment caught up the negative y/y growth from the first quarter, yielding a positive 23% y/y growth in YTD EBITDA. Adjusted for one-off transaction costs YTD EBITDA came in at NOK 39.3m, equal to an 84% y/y growth.

  • Watch activations is the number of watches that are activated for the first time by an end user and is Xplora's best measure on sales to consumers (sell-out)
  • Q2 25 saw 124k new watch activations, up from 115k in Q2 24 LTM Conversion rate is up to 37% from 33% in Q2 24, meaning more of the activated watches are activated with a Xplora subscription

SEGMENT – SENIOR

Revenue, gross profit, and EBITDA

Amount in NOK millions Q2 2025 Q2 2024 Change % YTD 2025 YTD 2024 YTD
Change %
Revenue 247.4 207.8 19% 476.0 404.9 18%
Gross Profit 114.9 92.8 24% 236.8 175.5 35%
Operating expenses 98.6 72.2 36% 187.9 142.9 31%
EBITDA 16.3 20.5 -21% 48.8 32.5 50%
EBITDA margin 7% 10% -33% 10% 8% 28%

From Q1 25 Xplora reports on the Senior segment. Historical figures reported by Doro are included in the segment report, for an easier comparison and overview of historical development in the figures.

The sales of the new Feature phones series continue to be a success and are the largest contribution to the y/y revenue growth. Revenue in Q2 25 was NOK 247.4m, up 19% from the previous year.

Gross profit increased 24% y/y to NOK 114.9m in Q2 25. With a gross margin of 46%, in line with expectations.

Total operating expenses increased by 36% y/y to NOK 98.6m in Q2 25. This was dragged up by initial

• Gross margin 46% in Q2 25. This compares to 45% in Q2 24 reported by Doro

investments in connectivity set-up and costs relating to the discontinuation of IVS Gmbh, a German subsidiary in the Senior segment, which amounted to NOK 1.4m and NOK 6.5m respectively.

With these costs and reorganization, the Senior segment is set to scale both its connectivity and device business, yielding high growth opportunities for the segment going forward.

EBITDA ended at NOK 16.3m for the senior segment in Q2 25, down 21% compared to Q2 24 reported by Doro AB. Given the strong Q1 25, YTD EBITDA is up 50% y/y. YTD is excluding NOK 15.7m opex compared to Doro AB reported figures, relating to transaction costs in Q1 25 occurred before the transaction date.

Xplora successfully launched mobile subscriptions and services for the senior customer base in the second quarter of 2025, starting with sales in Sweden through the company's own webshop. This marks an important step in developing the recurring revenue base for the Senior segment. The service will continue to be rolled out to additional sales channels and markets in the coming months, supporting long-term growth opportunities.

Outlook

Xplora showed strong revenue growth also in the second quarter, driven by the acquisition of Doro AB and solid underlying revenue growth in both the Kids & Youth and Senior segments. The acquisition of Doro AB and the partnership with HMD has expanded Xplora's strategic scope and opened major new revenue opportunities. While the current subscription base only reflects the Kid's market within the Kids & Youth segment, the company in Q2 25 launched subscription services on top of Doro's mobile phone offering, alongside new services targeting the Youth market. As a result, Xplora is now addressing a significantly larger market on its journey towards its target of reaching one million subscriptions.

The revenue growth in the Kids & Youth segment in Q2 25 was accompanied by higher gross margins and good cost control, enabling a sharp y/y result improvement. Xplora and HMD kicked off its partnership at the World Mobile Congress in Barcelona in March, and in Q2, Xplora introduced the Xplora Guardian app as a subscription-based service on the HMD Fusion X1 smartphone, targeting the Youth market. Powered by Xplora's own software-as-aservice platform, the Guardian app marks the company's first standalone software product.

In addition, Youth mobile subscription was launched in Xplora's own channels in Norway, with the rest of the Nordics following in Q3 and other European markets towards the end of the year. Xplora expects the HMD partnership to increasingly add momentum to the Kids & Youth segment and support the company's longterm ambition in this segment.

The Senior segment is currently enjoying solid growth on the back of successful launches of new feature phones and smart phones during the first half of the

year, respectively. As previously outlined, one of the main value creation opportunities from the Doro AB acquisition lies in expanding Xplora's mobile subscription services into the Senior segment, adding recurring service revenues on top of Doro's device sales. This initiative started at the end of Q2 25 with the launch of "Doro Connect", Xplora's new mobile subscription offering in the Senior segment.

Efforts to realize this opportunity started with sales through the webshop in Sweden at the end of Q2 25 and will be rolled out in webshops in the other Nordic markets during Q3, and in other European markets towards the end of the year. Learnings and results from these initial initiatives will help shape the rollout across additional channels in the future.

With a broader and stronger operational and financial fundament, Xplora remains confident in its ambitions to build the number one platform for connected families. The company is committed to executing on its strategic roadmap, with a clear goal of reaching one million subscriptions over the next three-four years.

Xplora Technologies Group INCOME STATEMENT

NOK '1000 Note Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Revenue 3 462,936 190,394 801,642 307,813 797,148
Cost of goods sold, and services provided 3 231,574 98,469 379,734 148,317 407,589
Gross Profit 3 231,362 91,926 421,909 159,495 389,559
Employee expenses 3, 4 74,497 30,596 141,717 57,722 128,107
Marketing expenses 3 39,343 16,951 72,245 28,031 65,493
Other operating expenses 3, 5, 8 66,590 26,868 139,407 52,332 125,000
EBITDA 3 50,931 17,510 68,539 21,410 70,959
Depreciation and amortization 3 13,463 10,884 37,707 21,527 44,262
Operating profit / EBIT 3 37,468 6,626 30,833 -117 26,697
Finance (income)/expenses - net 6 60,675 3,898 137,403 8,537 14,062
Profit (loss) before income tax -23,207 2,728 -106,571 -8,654 12,635
Income tax 4,319 -81 4,348 181 4,240
Net profit (loss) -27,526 2,810 -110,919 -8,834 8,395
Net profit (loss) for the year is attributable to:
Owners of parent company (Xplora Technologies AS) -28,354 2,810 -113,024 -8,834 8,395
Non-controlling interest 828 0 2,105 0 0
Earnings per share:
Basic earnings per share -0.62 0.06 -2.49 -0.21 0.18
Diluted earnings per share -0.62 0.06 -2.49 -0.21 0.16

Quarterly figures are unaudited.

STATEMENT OF COMPREHENSIVE INCOME

NOK '1000
Note
Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Net profit (loss) -27,526 2,810 -110,919 -8,834 8,395
Other comprehensive income (net of tax)
Items that may be reclassified to profit or loss:
Foreign currency translation differences
9,289 -954 17,783 4,485 8,908
Effects from cash flow hedges -665 0 -3,716 0 0
Tax on items that may be reclassified to profit or loss 112 0 743 0 0
Total comprehensive income for the year -18,790 1,856 -96,109 -4,350 17,303
Total comprehensive income for the year is attributable to:
Owners of parent company (Xplora Technologies AS) -20,523 1,856 -100,319 -4,350 17,303
Non-controlling interest 1,733 0 4,210 0 0

Xplora Technologies Group STATEMENT OF FINANCIAL POSITION

NOK '1000 Note 30.6.25 31.03.25 31.12.24 30.6.24
Intangible assets 7 832,091 818,881 175,937 174,159
Property, plant and equipment 22,750 26,488 14,017 15,550
Financial assets 47,777 46,078 0 0
Deferred tax asset 24,327 28,004 13,031 13,981
Other non-current assets 6,224 6,527 11,590 21,153
Total non-current assets 933,168 925,978 214,576 224,844
Inventories 320,952 242,314 80,944 103,719
Current receivables 281,728 222,356 75,493 104,835
Cash and cash equivalents 529,956 544,793 235,067 126,341
Total current assets 3 1,132,636 1,009,463 391,504 334,895
Total assets 2,065,803 1,935,440 606,080 559,740
Equity (excluding minority share) 256,193 275,889 352,433 326,999
Minority shareholders' equity 91,798 90,433 0 0
Total equity 347,991 366,323 352,433 326,999
Non-current liabilities to financial institutions 10 963,331 935,537 6,250 10,417
Other non-current liabilities 106,226 103,814 6,435 9,071
Total non-current liabilities 1,069,557 1,039,350 12,685 19,487
Current liabilities to financial institutions 10 73,859 46,844 83,317 68,474
Other current liabilities 574,396 482,923 157,644 144,779
Total current liabilities 648,255 529,767 240,961 213,253
Total liabilities 3 1,717,812 1,569,117 253,646 232,740
Total equity and liabilities 2,065,803 1,935,440 606,080 559,740

Xplora Technologies Group STATEMENT OF CHANGES IN EQUITY

Share Share Shares to Currency
translation
Other Non
controlling
Total
NOK '1000 capital premium be issued differences equity interest equity
Balance at 1 January 2024 167 306,581 17,500 0 3,106 0 327,354
Net profit (loss) 0 0 0 0 -8,834 0 -8,834
Other comprehensive income 0 0 0 4,485 0 0 4,485
Total comprehensive income for the period 0 0 0 4,485 -8,834 0 -4,350
Transactions with the owners of the company
Issue of share capital net of transaction costs and tax 10 17,490 -17,500 0 0 0 0
Share-based program 0 0 0 0 3,995 0 3,995
10 17,490 -17,500 0 3,995 0 3,995
Balance at 30 June 2024 177 324,071 0 4,485 -1,733 0 326,999
Balance at 1 January 2025 177 324,071 0 8,908 19,277 0 352,433
Net profit (loss) 0 0 0 0 -113,024 2,105 -110,919
Other comprehensive income 0 0 0 12,705 0 2,105 14,810
Total comprehensive income for the period 0 0 0 12,705 -113,024 4,210 -96,109
Transactions with the owners of the company
Issue of share capital net of transaction costs and tax 2 3,191 3,193
Non-controlling interests on acquisition of subsidiary 93,901 93,901
Transactions with non-controlling interest -88 -6,401 -6,489
Share-based program 1,062 1,062
2 3,191 0 0 974 87,500 91,667
Balance at 30 June 2025 178 327,263 0 21,613 -92,773 91,710 347,991

Xplora Technologies Group STATEMENT OF CASH FLOWS

NOK '1000 Note Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Profit (loss) before tax -23,207 2,728 -106,571 -8,654 12,635
Depreciation and amortization 13,463 10,884 37,603 21,527 44,262
Foreign currency gains/losses on debt * 6 38,207 0 63,522 0 0
Net finance 6 15,265 0 59,493 0 0
Change in working capital (incl changes in provision) -43,279 23,437 -58,865 -21,725 47,641
Net cash flow from operating activities 449 37,049 -4,818 -8,852 104,538
Investments in intangible and tangible assets -14,787 -4,070 -30,986 -7,371 -18,483
Purchase of subsidiary net of cash 8 0 0 -484,147 0 0
Net cash flow from investing activities -14,787 -4,070 -515,133 -7,371 -18,483
Change in debt 24,932 -24,304 892,430 9,005 19,681
Interest paid -14,280 0 -26,627 0 0
Loan fees -8,746 0 -41,195 0 0
Sale/ repurchase of own shares 0 0 3,193 0 0
Other financing activities -2,405 -1,958 -12,961 -3,874 -8,103
Net cash flow from financing activities -500 -26,262 814,840 5,131 11,578
Net change in cash and cash equivalents -14,837 6,717 294,888 -11,092 97,634
Cash and cash equivalents at start of period 544,793 119,624 235,067 137,433 137,433
Cash and cash equivalents at end of period 529,956 126,341 529,956 126,341 235,067

Quarterly figures are unaudited.

* Relating to currency effects on the acquisition loan.

** Given change in the cash flow statement report structure from Q1 25, where financial items related to the Doro acquisition is moved from operating- to financingactivities, YTD reflects Q1 25 numbers with the changes made in Q2 25 report structure.

NOTES

NOTE 1 CORPORATE INFORMATION

Xplora Technologies AS is a Norwegian public limited liability company listed on Euronext Growth Oslo under the ticker XPLRA. The company's head office is located at Nedre Slottsgate 8, 0157 Oslo, Norway. Xplora is an information technology group that develops and offers wearable smart devices, mobile subscriptions, and value-added services through its premium subscription.

The interim consolidated financial statements of Xplora Technologies AS and its subsidiaries (the "Group" or "Xplora") for the three months ending 30 June 2025 were approved for publication by the Board of Directors on 14 August 2025.

NOTE 2 BASIS OF PREPARATION AND TRANSITION TO IFRS

The annual financial statements for the year ending 31 December 2025 will be the first the Group prepares in accordance with IFRS® Accounting Standards (IFRS) as adopted by the European Union (EU). Accordingly, the Group has prepared its interim consolidated financial statements for the three months ended 30 June 2025 in accordance with IAS 34 Interim Financial Reporting.

These interim financial statements do not include all the information and disclosures required in the annual financial statements. For periods up to and including the year ended 31 December 2024, the Group prepared its financial statements in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway (N-GAAP). The effect of the transition to IFRS is explained in note 12.

Accounting policies applied under IFRS are presented either in the relevant notes or in the separate accounting policy note presented as part of the transition section, note 12.3.1.

The group's operations are subject to seasonal fluctuations, with sales and subscription growth typically concentrated in the second, third and fourth quarters. These seasonal effects may also impact inventory levels, working capital, and cash flows. However, the group does not consider its operations to be highly seasonal in accordance with IAS 34.

The interim consolidated financial statements are unaudited.

NOTE 3 SEGMENTS

Following the acquisition of Doro AB ("Doro") on 13 January 2025, the Group is organized into two operating and reportable segments: Kids & Youth and Senior.

The Kids & Youth segment includes the operation previously reported under Xplora, covering the development and sale of wearable smart devices, mobile subscriptions, and value-added services offered through its premium subscription model, primarily for children, youth and families.

The Senior segment includes the operation of Doro, which combines the development and sale of senior-adapted phones, mobile phones and other technical products, and applications designed for senior users.

Following the acquisition, the Group has introduced mobile subscription services to the Senior Segment as part of its ongoing integration strategy. This is expected to complement Doro's product offering and create revenue synergies across the Group. The impact of this change will be reflected in the segment reporting as the mobile subscription business is operationally implemented.

Each operating segment currently maintains its own support function, including logistic, supply chain, and customer service, based on existing organizational setup. These functions are included within the respective segment results and are not reported separately.

No operating segments have been aggregated to form the above reportable operating segments. Operating segments are reported in a manner consistent with the internal reporting provided to the Group's chief operating decision maker, which comprises the CEO and Board of Directors of Xplora Technologies AS. The segment structure reflects the legal organization of the Xplora Group prior to the acquisition of Doro and the existing structure of Doro Group.

SEGMENT PROFIT AND LOSS, ASSETS AND LIABILITIES

Segment profit and loss includes all income and expenses directly attributed to the operating segments, while segment assets and liabilities include all assets and liabilities directly attributed to the operating segments. The 'Other/ Eliminations' column includes adjustments as part of the PPA and eliminations of intercompany transactions.

Profit and loss (1 April – 30 June 2025)

Kids & Other/
NOK '1000 Youth Senior Eliminations Group
Sale of devices 133,931 247,368 0 381,298
Sale of services 81,637 0 0 81,637
Inter-segment revenue 0 0 0 0
Cost of goods sold, and services provided 99,075 132,499 0 231,574
Gross Profit 116,493 114,869 0 231,362
Payroll expenses 29,871 44,626 0 74,497
Marketing expenses 17,100 22,243 0 39,343
Other operating expenses 36,253 31,723 -1,385 66,590
EBITDA 33,269 16,277 1,385 50,931
Depreciation and amortization 7,185 6,172 107 13,463
Operating profit / EBIT 26,084 10,106 1,279 37,468

Profit and loss (1 January – 30 June 2025)

Kids & Other/
NOK '1000 Youth Senior Eliminations Group
Sale of devices 164,374 475,953 0 640,327
Sale of services 161,316 0 0 161,316
Inter-segment revenue 8,000 0 -8,000 0
Cost of goods sold, and services provided 140,552 239,182 0 379,734
Gross Profit 193,138 236,771 -8,000 421,909
Payroll expenses 61,606 80,111 0 141,717
Marketing expenses 28,138 44,108 0 72,245
Other operating expenses 77,076 63,716 * -1,385 139,407
EBITDA 26,318 48,836 -6,615 68,539
Depreciation and amortization 18,978 18,518 210 37,707
Operating profit / EBIT 7,340 30,318 -6,825 30,833

* NOK 15.7m was excluded compared to Doro AB's reported figures, relating to transaction costs for financial advisory services incurred in Q1 before the transaction date.

Assets and liabilities (30 June 2025)

NOK '1000 Kids & Youth Senior Other/
Eliminations
Group
Segment assets 1,428,129 1,049,172 -411,497 2,065,804
Segment liabilities 1,199,510 467,254 51,048 1,717,812

Profit and loss (1 April – 30 June 2024)

NOK '1000 Kids &
Youth
Senior Other/
Eliminations
Group
Sale of devices 124,832 0 0 124,832
Sale of services 65,562 0 0 65,562
Inter-segment revenue 0 0 0 0
Cost of goods sold, and services provided 98,469 0 0 98,469
Gross Profit 91,926 0 0 91,926
Payroll expenses 30,596 0 0 30,596
Marketing expenses 16,951 0 0 16,951
Other operating expenses 26,868 0 0 26,868
EBITDA 17,510 0 0 17,510
Depreciation and amortization 10,884 0 0 10,884
Operating profit / EBIT 6,626 0 0 6,626

Profit and loss (1 January – 30 June 2024)

Kids & Other/
NOK '1000 Youth Senior Eliminations Group
Sale of devices 179,599 0 0 179,599
Sale of services 128,214 0 0 128,214
Inter-segment revenue 0 0 0 0
Cost of goods sold, and services provided 148,317 0 0 148,317
Gross Profit 159,495 0 0 159,495
Payroll expenses 57,722 0 0 57,722
Marketing expenses 28,031 0 0 28,031
Other operating expenses 52,332 0 0 52,332
EBITDA 21,410 0 0 21,410
Depreciation and amortization 21,527 0 0 21,527
Operating profit / EBIT -117 0 0 -117

Assets and liabilities (30 June 2024)

Kids & Other/
NOK '1000 Youth Senior Eliminations Group
Segment assets 559,740 0 0 559,740
Segment liabilities 232,740 0 0 232,740

Revenue by geographical areas (Group)

NOK '1000 Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Nordic 164,281 87,956 289,412 155,099 360,620
Rest of Europe 295,928 97,638 504,841 143,422 412,526
Other 2,727 4,800 7,390 9,292 24,002
Total revenues 462,936 190,394 801,642 307,813 797,148

Revenue is attributed to individual countries or groups of countries based on the customer's country of domicile

NOTE 4 PAYROLL EXPENSES

NOK '1000 Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Salaries 52,271 18,579 97,737 38,732 85,817
Share-based compensation 2,800 1,983 4,342 3,713 11,754
Sales commissions and bonus accruals 4,500 4,500 4,500 4,500 8,124
Social security fees 12,444 3,688 26,930 7,703 15,552
Pension expenses 3,606 1,498 7,261 2,396 4,576
Other benefits -1,125 348 947 675 2,283
Total 74,497 30,596 141,717 57,722 128,107

Quarterly figures are unaudited.

NOTE 5 OTHER OPERATING EXPENSES

NOK '1000 Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Selling & distribution Costs 13,351 7,341 23,589 12,630 31,953
Engineering, trademarks & patents 587 850 1,367 1,590 3,075
Consultants, legal & other external services 32,534 10,718 64,379 22,302 49,588
Office expenses 4,823 3,809 8,877 8,110 16,260
Travel & subsistence 2,437 790 4,139 1,509 3,459
One-off transaction costs Doro 2,056 0 12,964 0 7,144
Other operating Costs 10,803 3,359 24,091 6,191 13,521
Total 66,590 26,868 139,407 52,332 125,000

Quarterly figures are unaudited.

NOTE 6 FINANCE (INCOME)/EXPENSES - NET

NOK '1000 Q2 2025 Q2 2024 YTD 2025 YTD 2024 FY 2024
Finance expenses relating to Doro Acquisition
Bank and loan administration fees 985 0 32,866 * 0 0
Interests on acquisition loan 14,280 0 26,627 0 0
Currency impact on the acquisition loan 38,207 0 63,522 0 0
Other finance (income)/expenses - net 7,203 3,898 14,388 8,537 14,062
Total finance (income)/expenses - net 60,675 3,898 137,403 8,537 14,062

Quarterly figures are unaudited

* Bank and loan administration fees include fees relating to the refinancing of the bridge loan in Q1 25

NOTE 7 INTANGIBLE ASSETS AND GOODWILL

Goodwill

NOK '1000 Note
2025
2024
Accumulated costs as of 1 January 138,167 138,167
Acquisitions of business 309,897 0
Accumulated impairment losses 0 0
Translation differences 7,735 0
Closing net carrying value as of 30 June 455,799 138,167
Allocated to segment:
Kids & Youth 138,167 138,167
Senior 317,632 0

Other Intangible Assets

Period end 30 June 2025

Customer
NOK '1000 Note Trade name contracts/
relations
Capitalized
development
Total
Accumulated cost
As of 1 January 2025 0 73,740 84,972 158,712
Additions 0 0 28,917 28,917
Derecognition 0 0 -10,895 -10,895
Acquisitions of business 274,539 0 44,841 319,380
Translation differences 12,120 0 2,499 14,619
Closing accumulated cost 286,659 73,740 150,334 510,733
Accumulated depreciation
As of 1 January 2025 0 -69,131 -47,202 -116,333
Amortisation charge 0 -4,609 -24,544 -29,153
Derecognition 0 0 10,998 10,998
Translation differences 0 0 47 47
Closing accumulated amortization 0 -73,740 -60,702 -134,442
Closing net carrying value 286,659 0 89,632 376,291
Useful life Indefinite 4 years 1-4 years
Amortisation plan Linear Linear
Period end 30 June 2024 Customer
NOK '1000 Note Trade name contracts/
relations
Capitalized
development
Total
Accumulated cost
As of 1 January 2024 73,740 65,983 139,723
Additions 0 7,092 7,092
Closing accumulated cost 0 73,740 73,075 146,815

Accumulated depreciation

As of 1 January 2024 -50,696 -28,938 -79,634
Amortisation charge -9,218 -8,144 -17,362
Closing accumulated amortization 0 -59,696 -37,083 -96,996
Closing net carrying value 0 13,826 35,992 49,819
Useful life 4 years 4 years
Amortisation plan Linear Linear

NOTE 8 BUSINESS COMBINATIONS

Business combinations completed in 2025

On 13 January 2025, the Group obtained control of Doro AB by acquiring 88.32 % of the company's shares. The acquisition of Doro AB represents a transformational milestone in the Group's development. With its strong sales of feature phones and smartphones for seniors, Doro provides a robust platform for expanding Xplora's service model into a new and growing market segment. By integrating Xplora's mobile subscription offerings and services into Doro's devices, the Group sees significant potential to drive growth in recurring revenues within the senior segment.

In line with the public offer made to the shareholders of Doro AB on 26 September 2024, the Group paid SEK 34 in cash per share. As such, the total consideration equaled SEK 736.6 m or NOK 749.0 m, as part of the initial acquisition.

The assets and liabilities recognized as a result of the acquisition are as follows:

NOK '1000 Note
Fair value
Assets
Property, plant, and equipment 1,627
Right-of-use assets 13,829
Intangible assets 319,380
Other non-current receivables 44,536
Inventories 168,384
Trade and other receivables 155,470
Other current assets 12,100
Derivative financial assets 3,966
Cash and cash equivalents 264,879
Total assets 984,171
Liabilities
Employee benefit obligations -3,457
Deferred tax liabilities -44,916
Lease liabilities -13,829
Trade and other payables -219,835
Current tax liability -5,694
Other liabilities -86,937
Provisions -75,651
Derivative financial liabilities -813
Total liabilities -451,132
Net identifiable assets and liabilities at fair value 533,039
Non-controlling interests -93,901
Goodwill 309,897
Purchase consideration transferred 749,036

Total consideration 749,036

The goodwill is attributable to the workforce and the expected synergies arising from the expansion of the Group's business model and mobile subscription services into Doro's market segment. Goodwill is not deductible for tax purposes. Transaction costs related to the acquisition of NOK 7.1m are expensed in 2024, and NOK 13.0m in 2025.

The fair value of acquired trade receivables is NOK 142.4 m. The gross contractual amount for trade receivables due is NOK 148.4m, with a loss allowance of NOK 6.0m recognized on acquisition.

The Group recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest's proportionate share of the acquiree's net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the acquisition of Doro AB, the Group elected to recognize the non-controlling interests at fair value.

The acquired business contributed revenue of NOK 228.6m and net profit of NOK 12.3m to the Group in Q1 2025 and revenue of NOK 247.4m and net profit of NOK 6.7m in Q2 2025. For practical purposes, the acquired business has been consolidated from 1 January 2025, and accordingly, the Group's pro forma revenue and profit year to date (YTD) 2025 are the same as the figures reported in the Q2 2025 income statement. NOK 15.7m was excluded compared to Doro AB's reported figures in Q1 2025, relating to transaction costs for financial advisory services incurred in Q1 before the transaction date.

NOTE 9 SHARE CAPITAL AND SHAREHOLDER INFORMATION

Share capital No. of shares Share par value Book value
Ordinary shares 44,612,786 0.004 178,451.14

SHAREHOLDERS AS OF 30.06.2025

Shareholder Shares Ownership Voting rights
interest
Passesta AS 5,969,056 13.4% 13.4%
Harmonium Invest AS 2,689,911 6.0% 6.0%
Vinterstua AS 2,352,568 5.3% 5.3%
Eden AS 2,240,125 5.0% 5.0%
S. Munkhaugen AS 1,991,325 4.5% 4.5%
MP Pensjon PK 1,907,165 4.3% 4.3%
MK Capital AS 1,320,325 3.0% 3.0%
Kirkbak Holding AS 1,108,606 2.5% 2.5%
Fougner Invest AS 1,108,111 2.5% 2.5%
Camelback Holding AS 1,097,500 2.5% 2.5%
Esmar AS 1,092,576 2.4% 2.4%
Commerzbank Aktiengesellschaft 1,056,019 2.4% 2.4%
Nordnet Livsforsikring AS 937,508 2.1% 2.1%
Arepo AS 914,762 2.1% 2.1%
Torsen Tankers & Towers AS 846,460 1.9% 1.9%
Sparebank 1 Markets AS 777,122 1.7% 1.7%
Hering AS 652,446 1.5% 1.5%
Skattum Invest AS 635,192 1.4% 1.4%
Cosimo AS 600,000 1.3% 1.3%
Noma Fokus AS 492,500 1.1% 1.1%
Top 20 Shareholders 29,789,277 66.8% 66.8%
Other 14,823,509 33.2%
Total Shares Outstanding 44,612,786 100.0%

Shares held by Board members and Management

Name Role Shareholder No of shares Ownership
Tore Engebretsen Chairman Passesta AS 5,969,056 100%*
Bjørn Christian Eide Director Esmar AS 1,092,576 45%
Ingrid Elvira Leisner Director Duo Jag AS 25,000 50%
Trygve Bruland Director Cosimo AS 600,000 100%
Sten Kirkbak CEO MK Capital AS 1,320,325 50%
Sten Kirkbak CEO Kirkbak Holding AS 1,108,606 100%
Sten Kirkbak CEO EF Investigo Holding AS 402,100 16.70%
Other management - Private 260,646 100%

*Refers to A-shares, which carry 100% of the voting rights. 100% of the ownership is held by Tore Engebretsen and related parties.

Following the Annual General Meeting held on 23 May 2025, Harald Fredrik Hodne Ulltveit-Moe and Kari Bech-Moen stepped down from their positions on the board. The company would like to thank them for their valuable contribution during their tenure. In line with the recommendations from the nomination committee, the general meeting elected the following new members to the board of directors: Jannicke Haugen, Suzaan Saurman and Trygve Bruland.

Options and rights outstanding

There is a total of 2 293 833 options as of 30 June 2025.

NOTE 10 BORROWINGS

NOK '1000 30.6.25 31.3.25 31.12.24 30.6.24
Loan facility 961,248 931,370 0 0
Innovation Norway loan 2,083 4,167 6,250 10,417
Supply chain financing facility 73,859 46,844 83,317 68,474
Total liabilities to financial institutions 1,037,190 982,381 89,567 78,891

A long-term loan facility of EUR 82m was secured at favorable terms (EURIBOR plus margin) with a 4-year duration in Q1 25. Up to 75% of the EURIBOR-linked interest has been hedged. The facility secures long-term financing structure and strengthens liquidity.

NOTE 11 POST QUARTER EVENTS

On July 6, 2025, Xplora announced that the Board of Directors of Doro AB and Julian Read, CEO of Doro AB, have reached a mutual agreement for Julian to step down as CEO. Xplora would like to thank Julian for his leadership and contributions to Doro's development and wish him the best in his future endeavors. Effective immediately, Kjetil Fennefoss has been appointed interim CEO of Doro AB. Fennefoss brings extensive experience from the telecom and technology sectors, having held senior leadership roles at Telenor and Millicom prior to joining Xplora as Chief Operating Officer in 2022.

NOTE 12.0 IFRS TRANSITION OVERVIEW

The most significant changes to the financial statements resulting from the change in accounting policies following the transition to IFRS are described below.

Transaction costs in business combinations are expensed as incurred under IFRS. Under N-GAAP, such costs were included in the purchase consideration. Transaction costs of NOK 10.9m were recognized as other operating expenses in Q1 2025, and NOK 2.1m in Q2 2025.

Certain arrangements with customers involving market support were, under N-GAAP, presented as marketing expenses when the related costs were incurred. Under IFRS, such arrangements are treated as variable consideration related to the sale of devices and are therefore recognized as a reduction in revenue at the time of the sale.

Accounting for leases under IFRS requires the recognition of right-of-use assets and lease liabilities in the statement of financial position. Lease payments that were previously recognized as other operating expenses under N-GAAP are replaced by depreciation of the right-of-use assets and interest expense on the lease liabilities. The net effect on profit or loss for the period is not significant. However, the impact on EBITDA, compared to N-GAAP, reflects a slight increase.

NOTE 12.1 TRANSITION TO IFRS

The financial statements for the year ended 31 December 2025 will be the first the group prepares in accordance with IFRS. For periods up to and including the year ended 31 December 2024, the group prepared its financial statements in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway (N-GAAP).

Accordingly, the Group has prepared interim financial statements that comply with IFRS, together with comparative information for 2024. In preparing these financial statements, the group's opening statement of financial position was prepared as of 1 January 2024, the group's date of transition to IFRS. This note explains the principal adjustments made by the group in restating its N-GAAP financial statements, including the statement of financial position as of 1 January 2024 and the income statement for the year ended 31 December 2024.

Exemptions applied

IFRS 1 allows first-time adopters certain exemptions from the retrospective application of specific IFRS requirements. The Group has applied the following exemptions:

IFRS 3 Business Combinations have not been applied retrospectively to acquisitions of subsidiaries that qualify as businesses under IFRS and occurred before 1 January 2024. By applying this exemption, the N-GAAP carrying amounts of assets and liabilities required to be recognized under IFRS are treated as their deemed cost at the acquisition date. Subsequent to the acquisition date, these assets and liabilities are measured in accordance with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the opening IFRS statement of financial position. The Group did not recognize any additional assets or liabilities that had not been recognized under N-GAAP, nor did it derecognize any previously recognized amounts as a result of applying IFRS recognition criteria.

IFRS 1 also requires that the N-GAAP carrying amount of goodwill be used in the opening IFRS statement of financial position, except for any adjustments arising from impairment testing or from the recognition or derecognition of identifiable intangible assets. In accordance with IFRS 1, the Group tested goodwill for impairment at the date of transition to IFRS and determined that no impairment was required as of 1 January 2024.

The group has not applied IAS 21 The Effects of Changes in Foreign Exchange Rates retrospectively to fair value adjustments and goodwill arising from business combinations that occurred before the date of transition to IFRS. These fair value adjustments and goodwill are treated as assets and liabilities of the parent, rather than as assets and liabilities of the acquiree.

As a result, these assets and liabilities are either already expressed in the functional currency of the parent or are non-monetary foreign currency items, and therefore no further translation differences arise.

The group has elected to measure property, plant, and equipment at fair value at the date of transition to IFRS and to use that fair value as deemed cost. The carrying amount under N-GAAP is considered a reasonable approximation of fair value and has therefore been used as the deemed cost at the transition date.

The Group assessed all contracts existing as of 1 January 2024 to determine whether they contain a lease, based on the conditions in place at the date of transition.

Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2024. Right-of-use assets were measured at an amount equal to the corresponding lease liabilities. Lease payments related to leases with terms ending within 12 months of the transition date have been recognized as an expense, either on a straight-line basis over the lease term or using another systematic basis. The Group has also elected to apply the use of hindsight, for example, in determining the lease term when contracts contain options to extend or terminate the lease.

Cumulative currency translation differences for all foreign operations are deemed to be zero as of 1 January 2024.

Estimates

The estimates made as of 1 January 2024 and 31 December 2024 are consistent with those made for the same dates under N-GAAP, with the exception of estimates related to lease liabilities and the fair value of derivatives, for which N-GAAP did not require estimation. The estimates used by the group to present these amounts in accordance with IFRS reflect the conditions existing at 1 January 2024, the date of transition to IFRS, and at 31 December 2024. An exception applies to the determination of the lease term, where the group has elected to apply hindsight for contracts that include options to extend or terminate the lease.

Reconciliation of equity as of 1 January 2024 (date of transition to IFRS)

Reconciliation
of equity as of
1 January
2024 (date of
transition to
NOK '1000 Note N-GAAP IFRS) IFRS
ASSETS
Non-current assets
Property, plant, and equipment 1,456 0 1,456
Right-of-use assets A 0 17,287 17,287
Intangible assets B 68,838 -8,750 60,088
Goodwill 138,167 0 138,167
Financial lease receivables A 0 2,635 2,635
Other receivables 6,577 0 6,577
Deferred tax assets B,D,G 10,947 2,944 13,891
Total non-current assets 225,985 14,117 240,102
Current assets
Inventories 107,998 0 107,998
Trade and other receivables 38,760 0 38,760
Other current assets 36,672 0 36,672
Financial lease receivables A 0 1,586 1,586
Cash and cash equivalents 137,433 0 137,433
Total current assets 320,863 1,586 322,449
TOTAL ASSETS 546,848 15,703 562,551
NOK '1000 Note N-GAAP Reconciliation
of equity as of
1 January
2024 (date of
transition to
IFRS)
IFRS
EQUITY AND LIABILITIES
Equity
Share capital 167 0 167
Share premium 317,021 0 317,021
Other paid-in capital B,D,G 20,606 -10,440 10,166
Other equity 0 0 0
Total equity 337,793 -10,440 327,354
Total non-current liabilities 14,583 12,666 27,249
Lease liabilities A 0 12,666 12,666
Borrowings 14,583 0 14,583
Non-current liabilities
Borrowings 55,303 0 55,303
Lease liabilities A 0 8,842 8,842
Other liabilities 38,595 0 38,595
Provisions D 11,059 4,634 15,693
Total current liabilities 194,471 13,476 207,948
Total liabilities 209,055 26,142 235,197
TOTAL EQUITY AND LIABILITIES 546,848 15,703 562,551

Reconciliation of equity as of 31 December 2024

NOK '1000 Reconciliation
of equity as of
31 December
2024 (date of
Note N-GAAP transition to
IFRS)
IFRS
ASSETS
Non-current assets
Property, plant, and equipment 951 0 951
Right-of-use assets A 0 13,066 13,066
Intangible assets B 48,742 -6,363 42,379
Goodwill E 119,110 19,058 138,167
Financial lease receivables A 0 1,239 1,239
Other receivables 5,742 0 5,742
Deferred tax assets A,B,C,D,G 10,738 2,293 13,031
Total non-current assets 185,283 29,292 214,576
Current assets
Inventories 80,944 0 80,944
Trade and other receivables 43,932 0 43,932
Other current assets F 32,698 -4,219 28,479
Financial lease receivables A 0 1,586 1,586
Derivative financial assets C 0 1,496 1,496
Cash and cash equivalents 235,067 0 235,067
Total current assets 392,641 -1,137 391,504
TOTAL ASSETS 577,924 28,156 606,080
NOK '1000 Note N-GAAP Reconciliation
of equity as of
31 December
2024 (date of
transition to
IFRS)
IFRS
EQUITY AND LIABILITIES
Equity
Share capital 177 0 177
Share premium A,B,C,D,E,F,G,H 345,358 -5,115 340,243
Other paid-in capital 3,106 0 3,106
Other equity H 0 8,908 8,908
Total equity 348,640 3,793 352,434
Non-current liabilities
Borrowings 6,250 0 6,250
Lease liabilities A 0 6,435 6,435
Total non-current liabilities 6,250 6,435 12,685
Current liabilities
Trade and other payables F 83,004 2,925 85,930
Borrowings 83,317 0 83,317
Lease liabilities A 0 9,948 9,948
Other liabilities 42,467 0 42,467
Provisions D 14,246 5,054 19,300
Total current liabilities 223,034 17,927 240,961
Total liabilities 229,284 24,362 253,646
TOTAL EQUITY AND LIABILITIES 577,924 28,156 606,080

Reconciliation of total comprehensive income for the year ended 31 December 2024

Reclassification
and re
NOK '1000 Note N-GAAP measurements IFRS
Revenue D 813,327 -16,179 797,148
Cost of goods sold, and services provided -407,589 0 -407,589
Gross Profit 405,738 -16,179 389,559
Employee expenses -128,107 0 -128,107
Marketing expenses D -81,252 15,759 -65,493
Other operating expenses A,B,F -124,521 -480 -125,001
EBITDA 71,859 -900 70,958
Depreciation and amortization A,B,E -59,698 15,435 -44,263
Operating profit / EBIT 12,161 14,535 26,696
Financial income A,C 2,735 1,728 4,462
Finance expenses A -17,273 -1,252 -18,524
Profit (loss) before income tax -2,377 15,011 12,634
Income tax A,B,C,D,G -3,560 -680 -4,240
Net profit (loss) -5,937 14,332 8,394
Other comprehensive income (net of tax)
Items that may be reclassified to profit or loss:
Foreign currency translation differences H 0 8,908 8,908
Total comprehensive income for the year -5,937 17,302

Notes to the reconciliation of equity as of 1 January 2024 and 31 December 2024 and total comprehensive income for the year ended 31 December 2024.

A: Leasing

Under N-GAAP, leases are classified as either finance leases or operating leases. Operating lease payments are recognized as operating expenses in the statement of profit or loss on a straight-line basis over the lease term. Under IFRS, lessees apply a single recognition and measurement approach for all leases—except for short-term leases and leases of low-value assets—recognizing both a lease liability for the obligation to make lease payments and a right-of-use asset representing the right to use the underlying asset. At the date of transition to IFRS, the group applied the transitional provision and measured lease liabilities at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at the date of transition. Right-of-use assets were measured at an amount equal to the corresponding lease liabilities.

The group subleases part of its leased office space under a back-to-back agreement. Under N-GAAP, this sublease is classified as an operating lease, and the lease payments received are presented as a reduction in other operating expenses. Under IFRS, the sublease is classified as a finance lease. The portion of the right-of-use asset that is subject to the sublease is derecognized and a finance lease receivable is recognized. Interest income on the finance lease receivable is recognized in the statement of profit or loss over the lease term.

As a result, the group recognized lease liabilities of NOK 21,5 m (31 December 2024: NOK 16,4 m) and right-of-use assets of NOK 17,3 m (31 December 2024: NOK 13,1 m) at the date of transition to IFRS. The difference between lease liabilities and right-of-use assets at transition is due to the sublease classified as a finance lease. A finance lease receivable of NOK 4,2 m was recognized (31 December 2024: NOK 2,8 m).

In 2024, the group recognized lease payments of NOK 9,7 m and lease payments received under the sublease agreement of NOK 1,6 m as operating expenses in the N-GAAP financial statements. These amounts have been adjusted in the IFRS financial statements. Under IFRS, an amount of NOK 7,6 m is recognized as depreciation of right-of-use assets, and NOK 1,3 m is recognized as interest expense on lease liabilities. In addition, NOK 0,2 m is recognized as interest income on the finance lease receivable. The resulting adjustment to income tax expense is NOK 0,1 m.

B: Capitalized development

Under N-GAAP, NOK 8,7 m (31 December 2024: NOK 6,4 m) of expenses incurred in connection with the configuration and customization of SaaS and similar arrangements—where the Group did not control the underlying assets—were capitalized as intangible assets. Under IFRS, these expenses do not qualify for recognition as intangible assets and are instead recognized as operating expenses in the period in which they are incurred.

During 2024, expenses amounting to NOK 1,4 m were capitalized under N-GAAP, and amortization of the accumulated capitalized expenses amounted to NOK 3,9 m. Under IFRS, the capitalized amount is recognized as an operating expense in the statement of profit or loss, and the amortization is reversed (adjusted to zero).

C: Financial derivatives at fair value

The fair value of forward foreign exchange contracts and foreign exchange put option contracts is recognized under IFRS, but was not recognized under N-GAAP. Under N-GAAP, these contracts were designated as hedging instruments. Under IFRS, hedge accounting may only be applied if specific qualifying criteria are met. As these criteria were not met at the date of transition to IFRS, hedge accounting is not applied in the IFRS financial statements.

At the date of transition to IFRS, the fair value of the forward foreign exchange contracts and foreign exchange put option contracts was zero (31 December 2024: NOK 1,5 m). During 2024, the effect of these contracts was NOK 0,7 m, recognized as financial income under N-GAAP. Under IFRS, a net gain/loss of NOK 2,2 m on these contracts is recognized as financial income.

D: Revenue recognition

Under N-GAAP, certain arrangements with customers involving market support are presented as marketing expenses when the related costs are incurred. Under IFRS, such arrangements are treated as variable consideration related to the sale of devices and are therefore recognized as a reduction in revenue at the time of the sale.

At the date of transition to IFRS, the accumulated provision for market support was estimated at NOK 4,6 m. During 2024, a total of NOK 16,1 m in market support was deducted from revenue in accordance with IFRS, while NOK 15,7 m was recognized as marketing expenses under N-GAAP and adjusted in the IFRS financial statements. The net effect on EBITDA in 2024 was a negative NOK 0,4 m, and the provision for market support increased by the same amount to NOK 5,1 m as of 31 December 2024.

E: Goodwill amortization

Under N-GAAP, goodwill is amortized on a straight-line basis over 10 years. Under IFRS, goodwill is not amortized but is instead subject to annual impairment testing. In 2024, goodwill amortization of NOK 19,1 m was recognized under N-GAAP. These amortizations are reversed under IFRS, resulting in an increase in goodwill of NOK 19,1 m as of 31 December 2024, compared to the N-GAAP financial statements.

F: Transactions costs in business combinations

Transaction costs in business combinations are expensed as incurred under IFRS. Under N-GAAP, such costs were included in the purchase consideration. In connection with the Doro acquisition, certain transaction-related costs incurred in 2024 were recognized as prepaid expenses in the N-GAAP balance sheet as of 31 December 2024. In the IFRS financial statements, these costs - totaling NOK 7,1 m - are recognized as other operating expenses.

G: Income tax expenses and deferred tax

The various transitional adjustments resulted in changes to temporary differences, and the Group is required to recognize the related deferred tax effects. These deferred tax adjustments are recognized in accordance with the underlying transaction—typically in either other equity or profit or loss, depending on the nature of the original adjustment.

H: Exchange differences on translation of foreign operations

Exchange differences arising on the translation of a foreign entity are recognized in other comprehensive income (OCI) under IFRS. In 2024, under N-GAAP, translation differences were recognized directly in equity (share premium). As part of the transition to IFRS, cumulative currency translation differences for all foreign operations are deemed to be zero as of 1 January 2024. From that date onward, exchange differences are accumulated in a separate reserve.

Cash flow

Under N-GAAP, leases are classified as either finance leases or operating leases. Cash flows arising from operating lease payments are classified as operating activities in the statement of cash flows. Under IFRS, lessees generally apply a single recognition and measurement approach for all leases and recognize lease liabilities. Cash flows related to the principal portion of lease payments are classified as financing activities. Payments received under the sublease agreement, which is classified as a finance lease under IFRS, were classified as operating activities in the statement of cash flows under N-GAAP. Under IFRS, these cash flows are classified as financing activities.

As a result, for the year ended 31 December 2024, cash outflows from operating activities decreased by NOK 8.1 m, while cash outflows from financing activities increased by the same amount.

NOTE 12.2 QUARTERLY FINANCIAL FIGURES FOR 2024

The table below presents the Group's total comprehensive income for each quarter of 2024 and on a year-to-date basis, along with the statement of financial position as of the last day of each quarter, prepared in accordance with IFRS.

Total comprehensive income

NOK '1000 Q1 2024 Q2 2024 Q3 2024 Q4 2024
Revenue 117,418 190,394 250,644 238,691
Cost of goods sold, and services provided -49,849 -98,469 -132,273 -126,999
Gross Profit 67,570 91,926 118,370 111,693
Employee expenses -27,126 -30,596 -38,261 -32,124
Marketing expenses -11,080 -16,951 -18,124 -19,338
Other operating expenses -25,464 -26,869 -31,217 -41,451
EBITDA 3,900 17,510 30,768 18,781
Depreciation and amortization * -10,643 -10,884 -11,218 -11,518
Operating profit / EBIT -6,743 6,626 19,550 7,263
Finance (income)/expenses - net -4,639 -3,898 -3,126 -2,398
Profit (loss) before income tax -11,382 2,728 16,423 4,864
Income tax -262 82 404 -4,463
Net profit (loss) -11,644 2,810 16,827 401

* NOK 373k in depreciation and amortization was moved from Q3 24 to Q4 24, compared to what was reported in Q1 25 report. The total for the year is unaffected by the move.

NOK '1000 Q1 2024 Q2 2024 Q3 2024 Q4 2024
Net profit (loss) -11,644 2,810 16,827 401
Other comprehensive income (net of tax)
Items that may be reclassified to profit or loss:
Foreign currency translation differences 5,439 -954 2,954 1,469
Total comprehensive income for the year -6,205 1,856 19,781 1,870
Quarterly figures are unaudited.
NOK '1000 1.1-30.6.24 1.1-30.9.24 1.1-31.12.24
Revenue 307,813 558,457 797,148
Cost of goods sold, and services provided -148,317 -280,591 -407,589
Gross Profit 159,495 277,866 389,559
Employee expenses -57,722 -95,983 -128,107
Marketing expenses -28,031 -46,155 -65,493
Other operating expenses -52,332 -83,550 -125,001
EBITDA 21,410 52,178 70,958
Depreciation and amortization * -21,527 -32,745 -44,263
Operating profit / EBIT -117 19,433 26,696
Finance (income)/expenses - net -8,537 -11,663 -14,062
Profit (loss) before income tax -8,654 7,770 12,634
Income tax
Net profit (loss)
-181
-8,834
223
7,993
-4,240
8,394
Quarterly figures are unaudited.
* NOK 373k in depreciation and amortization was moved from Q3 24 to Q4 24, compared to what was reported in Q1 25 report. The total for the
year is unaffected by the move.
NOK '1000 1.1-30.6.24 1.1-30.9.24 1.1-31.12.24
Net profit (loss) -8,834 7,993 8,394

Other comprehensive income (net of tax) Items that may be reclassified to profit or loss: Foreign currency translation differences 4,485 7,439 8,908 Total comprehensive income for the year -4,349 15,432 17,302

Statement of financial position

NOK '1000 31.3.24 30.6.24 30.9.24 31.12.24
Property, plant, and equipment 1,410 1,211 1,137 951
Right-of-use assets * 16,277 14,339 13,796 13,066
Intangible assets 54,597 49,819 46,835 42,379
Goodwill 138,167 138,167 138,167 138,167
Financial lease receivables 2,295 1,949 1,597 1,239
Other receivables 5,272 5,378 5,359 5,742
Deferred tax assets ** 14,074 13,981 14,776 13,031
Total non-current assets 232,092 224,844 221,677 214,576
Inventories 104,848 103,719 80,103 80,944
Trade and other receivables 32,541 42,413 41,540 43,932
Other current assets 76,390 60,593 64,232 28,479
Financial lease receivables 1,586 1,586 1,586 1,586
Derivative financial assets 0 244 0 1,496
Cash and cash equivalents 119,624 126,341 176,715 235,067
Total current assets 334,989 334,895 364,176 391,504
Total assets 567,081 559,740 585,843 606,080
Total equity 322,982 326,999 348,835 352,434
Borrowings 12,500 10,417 8,333 6,250
Lease liabilities 11,054 9,071 7,936 6,435
Total non-current liabilities 23,554 19,487 16,269 12,685
Trade and other payables 76,368 88,278 98,761 85,930
Borrowings 90,695 68,474 57,316 83,317
Lease liabilities 9,281 9,121 9,466 9,948
Derivative financial liabilities 0 0 931 0
Other liabilities 31,579 33,662 37,768 42,467
Provisions 12,620 13,717 16,495 19,300
Total current liabilities 220,545 213,253 220,738 240,961
Total liabilities 244,099 232,740 237,007 253,646
Total equity and liabilities 567,081 559,740 585,843 606,080

Quarterly figures are unaudited.

* Right of use assets at 30.09.24 increased NOK 372k compared to what was reported in the Q1 25 report

** Deferred tax assets at 30.09.24 decreased NOK 82k compared to Q1 25 report

Quarterly reconciliation of total comprehensive income and equity

The tables below present a reconciliation of equity under N-GAAP to equity under IFRS at each interim reporting date in 2024. Additionally, a reconciliation of profit or loss for each interim period in 2024 (both quarterly and year-to-date) to the corresponding total comprehensive income under IFRS is provided.

NOK '1000 Note 31.3.24 30.6.24 30.9.24 31.12.24
Equity under N-GAAP A 327,725 327,262 345,772 348,640
Leasing B -138 -247 -329 -382
Capitalized development C -6,135 -5,751 -5,424 -4,963
Financial derivatives at fair value D 0 190 -726 1,167
Revenue recognition E -3,234 -3,984 -4,751 -3,942
Goodwill amortization F 4,764 9,529 14,293 19,058
Transactions costs in business combinations G 0 0 0 -7,144
Equity under IFRS 322,982 326,999 348,835 352,434
NOK '1000 Note 31.3.24 30.6.24 30.9.24 31.12.24
Profit or loss for the period under N-GAAP -17,343 -1,668 13,496 -423
Leasing A -176 -143 -99 -66
Capitalized development B 885 492 419 709
Financial derivatives at fair value C 0 244 -1,175 2,427
Revenue recognition D 488 -961 -983 1,036
Goodwill amortization E 4,764 4,764 4,764 4,764
Transactions costs in business combinations F 0 0 0 -7,144
Income tax expenses and deferred tax G -262 82 404 -903
Profit or loss for the period under IFRS -11,644 2,810 16,827 401
Exchange differences on translation of foreign
operations
H 5,439 -954 2,954 1,469
Total comprehensive income for the period (IFRS) -6,205 1,856 19,781 1,870
NOK '1000 Note 1.1-30.6.24 1.1-30.9.24 1.1-31.12.24
Profit or loss for the period under N-GAAP -19,011 -5,515 -5,937
Leasing A -318 -417 -483
Capitalized development B 1,377 1,796 2,505
Financial derivatives at fair value C 244 -931 1,496
Revenue recognition D -473 -1,456 -420
Goodwill amortization E 9,529 14,293 19,058
Transactions costs in business combinations F 0 0 -7,144
Income tax expenses and deferred tax G -181 223 -680
Profit or loss for the period under IFRS -8,834 7,993 8,394
Exchange differences on translation of foreign
operations
H 4,485 7,439 8,908
Total comprehensive income for the period (IFRS) -4,349 15,432 17,302

NOTE 12.3 ADDITIONAL INFORMATION REGARDING THE TRANSITION TO IFRS

The section below provides supplementary information related to the Group's transition from N-GAAP to IFRS, including a description of significant accounting policies applied that are not disclosed elsewhere, as well as detailed information on lease accounting.

NOTE 12.3.1 ACCOUNTING POLICIES AND CRITICAL JUDGMENT

ACCOUNTING POLICIES - REVENUE

Revenue from contracts with customers comprises revenue from the sale of devices and related services. The services offered include mobile subscription plans, and other services. The Group's products and services are distributed through online channels, a broad retail network, and telecom partners.

Revenue is recognized when the Group satisfies the performance obligation in the contract, either at a point in time or over time. The amount of revenue recognized reflects the consideration to which the Group expects to be entitled in exchange for the transfer of goods or services to the customer.

Sale of devices

Revenue from the sale of devices is recognized at the point in time when control is transferred to the customer, which typically occurs when the goods are handed over to the transport carrier.

Determining the transaction price

Contracts with wholesalers and mobile operators may include various discounts and bonuses. The transaction price is estimated using the expected value method, based on accumulated experience with these arrangements.

Marketing contributions and other amounts payable to customers that do not represent consideration for distinct goods or services provided by the customer to the Group are accounted for as sales incentives. These are treated as variable consideration and reduce the transaction price. The reduction in revenue is recognized at the same time as the related device sale, with the amount estimated based on historical experience and current expectations.

Revenue is only recognized to the extent that it is highly probable that a significant reversal of the recognized amount will not occur.

Refund liabilities

Revenue is presented net of expected refunds on consumer sales that include a right of return. The estimate for returns is determined using the expected value method, based on historical experience.

Warranty claims on devices sold

The Group's obligation to repair or replace defective products under standard warranty terms is recognized as a provision. The estimate is based on historical data related to service and warranty repairs, and the related cost is presented within other operating expenses.

Mobile subscriptions

Revenue from mobile subscriptions is recognized over time. Subscription revenue that consists of fixed payments for a defined period—such as a monthly subscription fee—is recognized on a straight-line basis over the subscription period.

Other services

Other services include Xplora premium services, which provide users with broader access to the Xplora Activity Platform, as well as B2B service revenue and service fees charged to customers who have opted for an alternative mobile subscription provider. Revenue from these services is recognized over time, in line with the period in which the services are provided.

Payment terms

Payment terms vary depending on the sales channel. For online sales, including the Group's own webshop and third-party platforms, payment is generally received upfront at the time of purchase. For certain distributors and invoicing arrangements, payment is facilitated through financing partners. Sales through retail and B2B partners follow agreed contractual terms, typically within defined credit periods.

Critical judgements and significant accounting estimates

Discounts, marketing contributions, and returns are estimated and deducted from revenue at the time of sale. These estimates are based on assumptions about future outcomes and may differ from the actual results. Revenue is recognized only to the extent that it is highly probable that a significant reversal of the recognized amount will not occur.

The expense related to warranty claims is estimated at the time of sale based on the Group's historical experience.

ACCOUNTING POLICIES – INTANGIBLE ASSETS AND GOODWILL

Goodwill

Goodwill is initially measured as the excess of the aggregate of the consideration transferred, the amount recognized for non-controlling interests, and any previously held equity interest, over the net fair value of the identifiable assets acquired and liabilities assumed at the acquisition date. After initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Group's cash-generating units (CGU) that are expected to benefit from the combination. A CGU to which goodwill is allocated cannot be larger than an operating segment. The Group has allocated goodwill to its operating segments for impairment testing purposes.

Identifiable intangible assets acquired in business combinations

Acquired intangible assets comprise customer contracts/customer relationships and trade names. Intangible assets acquired as part of a business combination are recognized at their fair value at the acquisition date and are subsequently amortized on a straight-line basis over their estimated useful lives.

Capitalized development

Capitalized development costs relate to the development of new products and services, including technology platforms and applications that support the Group's commercial offerings. Expenses related to development activities are capitalized as intangible assets when it is highly probable that the projects will generate future economic benefits for the Group and the associated costs can be measured reliably. Capitalized development costs are recognized at cost, less accumulated amortization and any impairment losses, and are amortized on a straight-line basis over the estimated useful life of the asset.

Critical judgements and significant accounting estimates

The group tests goodwill for impairment on an annual basis and tests were performed as of 31 December 2023 and 31 December 2024. For these tests the recoverable amount of the cash-generating units (CGUs) was determined based on value in use calculations. The calculations require the use of assumptions and estimates related to future cash flows and discount rate. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future net cash-inflows and the growth rate use for extrapolation purposes.

The useful lives of customer contracts/customer relationships, trade names, and capitalized development are based on management's best estimates. The useful life of customer contracts/customer relationships was four years and ended during Q1 2025. Capitalized development expenses relate to the development of new products and the platforms used by the Group to generate revenue. The estimated useful life of capitalized development is four years, while the useful life of the Doro trade name is estimated to be

indefinite. A significant change in the estimated useful lives of these assets could have a material impact on profit or loss.

ACCOUNTING POLICIES – BUSINESS COMBINATIONS

The acquisition method of accounting is applied to all business combinations. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred to the former owners of the acquired business, any equity interests issued by the Group, the fair value of any contingent consideration arrangements, and the fair value of any pre-existing equity interests in the subsidiary.

Identifiable assets acquired and liabilities assumed in a business combination are, with limited exceptions, measured at their fair value at the acquisition date. The Group recognizes non-controlling interests in the acquired entity on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.

Critical judgements and significant accounting estimates

Accounting for acquisitions requires the use of significant judgement and estimates, particularly in the identification and valuation of intangible assets such as customer contracts/customer relationships and trademarks. Incorrect identification or inaccurate valuation of intangible assets may lead to material misstatements in the allocation of the purchase price, affecting the amounts recognized as goodwill, amortization, and future impairment charges.

NOTE 12.3.2 FINANCIAL INSTRUMENTS

Accounting policies

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Financial assets include trade and other receivables, a hybrid loan, finance lease receivables, and cash and bank balances. Financial assets are classified based on the Group's business model for managing the assets and the contractual characteristics of the cash flows.

Financial assets measured at fair value through profit and loss

Financial assets at fair value through profit or loss are carried at fair value in the statement of financial position, with net changes in fair value recognized in the statement of profit or loss. The hybrid loan is classified as measured at fair value through profit or loss. The loan is a debt instrument with fixed or determinable payments that are not quoted in an active market.

Financial assets measured at amortized cost

Financial assets measured at amortized cost are non-derivative financial assets with contractual cash flows that consist solely of payments of principal and interest on the outstanding nominal amount, and that are held with the objective of collecting the contractual cash flows. Except for the hybrid loan, all of the Group's financial assets are classified as measured at amortized cost.

Financial liabilities

Financial liabilities at amortized cost are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. The Group's financial liabilities - comprising borrowings, lease liabilities and trade and other payables - are classified as measured at amortized cost. These liabilities are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. They are presented as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, in which case they are classified as non-current liabilities.

Derivatives and hedging

The Group enters into currency forward contracts and currency option contracts, which are initially recognized at fair value on the date the contracts are entered into and subsequently remeasured to fair value at the end of each reporting period.

At inception, the Group designates derivative contracts as either hedges of highly probable forecast transactions or firm commitments (cash flow hedges), or derivative financial instruments that do not qualify for hedge accounting.

For derivatives that do not meet the hedge accounting criteria, changes in fair value are recognized directly in profit or loss.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the cash flow hedge reserve within equity. The ineffective portion of the gain or loss is recognized immediately in profit or loss. In the case of currency options, the time value of the option is excluded from the hedge designation, and only the intrinsic value is designated as the hedging instrument. Changes in the time value of the option are recognized in the cost of hedging reserve within other comprehensive income (OCI).

The cumulative gain or loss on a derivative that is deferred in equity is reclassified to profit or loss - classified as revenue or expense - in the same period in which the hedged item affects the income statement. When the hedged item results in the recognition of a non-financial asset (such as inventory), the deferred hedging gains or losses, as well as the deferred time value of any related option contracts, are included in the initial cost of the asset. These deferred amounts are ultimately recognized in profit or loss when the hedged item impacts the income statement—for example, through cost of goods sold.

When a hedging instrument expires, is sold or terminated, or when the hedge no longer qualifies for hedge accounting, any cumulative gain or loss and deferred costs of hedging recognized in equity at that time remain in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset, such as inventory. If the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging previously recognized in equity are immediately reclassified to profit or loss.

Fair value measurement

The Group measures financial instruments, such as derivatives, at fair value at each balance sheet date. Valuation techniques are applied that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities measured or disclosed at fair value in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole:

  • Level 1 Quoted (unadjusted) prices in active markets for identical assets or liabilities
  • Level 2 Valuation techniques with inputs that are observable, either directly or indirectly
  • Level 3 Valuation techniques with significant unobservable inputs

The Group's derivatives measured at fair value are classified within level 2 of the fair value hierarchy, while other financial instruments measured at fair value are classified within level 3.

NOTE 12.3.3 LEASES

Accounting policies

The Group leases various offices, office equipment, office machines, and vehicles across the countries in which it operates. From the point in time the Group obtains the right to control the use of the leased asset, a right-of-use asset is recognized, measured at an amount equal to the corresponding lease liability. At the same time, a lease liability is recognized, measured at the present value of lease payments over the lease term.

Lease term

The lease term is the non-cancellable period of a lease, together with periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. Extension and termination options are included in a number of the Group's leases. The Group assesses each lease on an ongoing basis to determine whether significant events or changes in circumstances within its control have occurred that could affect its assessment of whether it is reasonably certain to exercise, or not exercise, such options. If such an event or change in circumstances occurs, the Group reassesses the lease term and recognizes any resulting adjustments to the lease liability and right-of-use asset accordingly.

Measurement

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to these components based on their relative stand-alone prices, or on estimated stand-alone prices when observable prices are not available. The non-lease components are presented as other operating expenses in the income statement.

The net present value of lease liabilities is based on the future fixed lease payments and variable lease payments that are linked to an index or rate, initially measured using the index or rate in effect at the commencement date. The Group is exposed to potential future increases in variable lease payments resulting from changes in the applicable index or rate. When such adjustments take effect, the lease liability is reassessed, and any change is recognized as an adjustment to the corresponding right-of-use asset.

Interest rate

As the interest rate implicit in the lease is rarely readily determinable, the Group uses its incremental borrowing rate to measure lease liabilities. The incremental borrowing rate is determined on a lease-by-lease basis. To determine the incremental borrowing rate, the Group applies a build-up approach, starting with a risk-free interest rate relevant to the specific country and lease term. This rate is then adjusted for credit risk and leasespecific factors, such as the type and nature of the leased asset.

Exemptions

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as other operating expenses in the income statement. Short-term leases are defined as leases with a lease term of 12 months or less and no purchase option. Low-value assets are defined as assets with a value below NOK 50k.

Subleases

For certain leased office spaces, the Group subleases separate areas to entities outside the Group. Subleases are classified as either finance leases or operating leases with reference to the right-of-use asset, not the underlying asset. A sublease is classified as a finance lease when a clearly identifiable part of the office space (in substance, a separate office unit) is subleased for the entire remaining term of the head lease. All other subleases are classified as operating leases.

For finance leases, the corresponding right-of-use asset is derecognized, and a finance lease receivable is recognized. Lease payments received reduce the finance lease receivable, and interest income on the receivable is recognized as financial income in the income statement.

Critical judgements and significant accounting estimates

The Group has applied judgement in assessing whether it is likely to exercise options to extend or terminate a lease. All factors that create an economic incentive to exercise options, such as the market conditions that impact the price, the entity's demand for office space, contractual incentives and penalties, are considered.

Right-of-use assets

In the tables below, other assets include machinery, equipment, and vehicles, while buildings comprise office space.

Period end 30 June 2025

NOK '1000 Note Other assets Buildings Total
As of 1 January 2025 1,708 19,017 20,726
Additions 452 721 1,173
Derecognition -20 -181 -201
Divestment
Acquisitions of business 8 1,353 12,477 13,829
Translation differences 77 375 451
Closing accumulated cost 3,570 32,408 35,978
Weighted average remaining lease term 1,6 years 1,5 years
Closing net carrying value 1,830 17,690 19,519
Closing accumulated depreciation -1,740 -14,719 -16,456
Translation differences -86 -617 -703
Divestment 0 0 0
Derecognition 8 82 90
Depreciation charge -719 -7,468 -8,187
As of 1 January 2025 -944 -6,716 -7,659
Accumulated depreciation
NOK '1000 Note Other assets Buildings Total
As of 1 January 2024 12.1 1,515 15,772 17,287
Additions 0 494 494
Derecognition
Divestment
Acquisitions of business
Translation differences 13 182 195
Closing accumulated cost 1,528 16,448 17,976
Weighted average remaining lease term 1,7 years 2,3 years
Closing net carrying value 1,077 13,262 14,339
Closing accumulated depreciation -451 -3,187 -3,637
Translation differences 3 1 5
Divestment
Derecognition
Depreciation charge -454 -3,188 -3,642
As of 1 January 2024 12.1 0 0 0
Accumulated depreciation

Lease liabilities

Changes in lease liabilities

1.1-30.6 1.1-30.6
NOK '1000 Note 2025 2024
As of 1 January 12.1 16,383 21,508
Business combinations 8 13,829 0
Additions 773 494
Lease payments -9,178 -4,687
Interest expense on the lease liability 661 678
Translation differences -126 199
Closing lease liabilities 22,342 18,192
Non-current lease liabilities 7,720 9,071
Current lease liabilities 14,623 9,121

Undiscounted lease liabilities and maturity of cash outflows

NOK '1000 1.1-30.6
Note
2025
1.1-30.6
2024
Less than 1 year 15,086 9,384
1-2 years 6,185 8,262
2-3 years 820 1,815
3-4 years 567 0
4-5 years 331 0
More than 5 years 221 0
Total undiscounted lease liabilities 23,209 19,461

Finance lease receivable

Changes in finance lease receivables

NOK '1000 Note 1.1-30.6
2025
1.1-30.6
2024
As of 1 January 12.1 2,825 4,221
Business combinations 0 0
Additions 0 0
Lease payments received -814 -814
Interest income on the lease receivable 78 128
Closing finance lease receivables 2,089 3,535
Non-current finance lease receivables 504 1,949
Current finance lease receivables 1,586 1,586

Undiscounted lease receivables and maturity of cash inflows

1.1-30.6 1.1-30.6
NOK '1000 Note
2025
2024
Less than 1 year 1,627 1,627
1-2 years 542 1,627
2-3 years 0 542
3-4 years 0 0
4-5 years 0 0
More than 5 years 0 0
Total undiscounted finance lease receivables 2,170 3,797

FORWARD LOOKING STATEMENTS

The presentation and report (the "Report") has been produced by Xplora Technologies AS (the "Company") for information purposes only and does not in itself constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction. The distribution of this report may be restricted by law in certain jurisdictions, and the recipient should inform itself about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction.

This report includes and is based, inter alia, on forward-looking information and contains statements regarding the future in connection with the Company's growth initiatives, profit figures, outlook, strategies, and objectives. All forward-looking information and statements in this report are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industry in which the Company operates. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors may lead to actual profits, results and developments deviating substantially from what has been expressed or implied in such statements. Although the Company believes that its expectations and the report are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the report.

The Company is making no report or warranty, expressed or implied, as to the accuracy, reliability, or completeness of the report, and neither the Company nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.

This report speaks as at the date set out on herein and will not be updated. The following slides should also be read and considered in connection with the information given orally during the report.

This report is subject to Norwegian law, and any dispute arising in respect of this report is subject to the exclusive jurisdiction of Norwegian courts.

DEFINITIONS

Activation = A new activation refers to a watch that is turned on for the first time by an end-user. This metric only captures the initial watch activation, regardless of connection to an Xplora subscription plan.

ARR = Annual Recurring Revenue. Calculated as quarterly service revenue multiplied by four.

ARPU = Average revenue per user. Calculated by dividing revenue from mobile and premium services, by the number of mobile subscriptions.

ASP = Average selling price. Calculated by dividing device revenue by the number of units sold.

CAGR = Compounded annual growth rate

COGS = Cost of goods sold

Conversion rate = The proportion of unit sales that convert into mobile subscription sales

EBITDA = Earnings before Interests, Tax, Depreciation, Amortization and Impairment losses

Freemium model = Business model offering basic features for free, with advanced features available for purchase

IoT = Internet of Things

LTM = Last twelve months

LTV = Life Time Value

MDA = Master distribution agreement

MVNO = Mobile virtual network operator

SaaS = Software as a service

Subscription = Subscriptions include mobile subscription plans, premium services, B2B revenue sharing, and service fees. The number of subscriptions reflects active, paid plans.

TTM = Trailing twelve month, a term to describe the past 12 consecutive months

4Q rolling = Means the consecutive twelve-month period before a specified date

Q1 2023

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