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Borgestad ASA — Annual Report 2025
Apr 30, 2026
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Table of Contents
- About Borgestad
- Highlights and key figures
- Highlights
- Key figures
- Board of Directors
- Group Management
- CEO letter
- Corporate governance
- Item 1 – Statement of corporate governance
- Item 2 – Business
- Item 3 – Company capital and dividend
- Item 4 – Equal treatment of shareholders
- Item 5 – Shares and tradability
- Item 6 – General Meeting
- Item 7 – Election Committee
- Item 8 – The Board, composition and independence
- Item 9 – The Board's work
- Item 10 – Risk management and internal control
- Item 11 – Remuneration to the Board
- Item 12 – Salary and other remuneration to leading persons
- Item 13 – Information and communication
- Item 14 – Takeover
- Item 15 – Auditor
- Board of Directors’ report 2025
- Refractory
- Real estate
- Key figures, Borgestad ASA
- Financial highlights
- Outlook
- Sustainability statement
- Basis for preparation
- Governance
- Strategy: Business Model and Sustainability
- Social information
- Governance information
- Consolidated financial statements
- Consolidated statement of income
- Consolidated statement of comprehensive income
- Consolidated statement of financial position
- Consolidated statement of cash flows
- Consolidated statement of change in equity
- Notes to the consolidated financial statements
- Note 1. Corporate information
- Note 2. Basis for preparation and estimates and other accounting policies
- Note 3. Segment Information
- Note 4. Revenues and geographical breakdown
- Note 5. Salaries, personnel expenses and shares owned by the board of the directors
- Note 6. Pension expenses and pension liabilities
- Note 7. Financial income and financial cost
- Note 8. Tax
- Note 9. Earnings per share
- Note 10. Investment property
- Note 11. Assets classified as held for sale
- Note 12. Property, plant and equipment, Intangible assets and Investment property
- Note 13. Leases
- Note 14. Goodwill
- Note 15. Inventories
- Note 16. Cash and cash equivalents
- Note 17. Share capital and shareholder information
- Note 18. Borrowings
- Note 19. Receivables and contract assets
- Note 20. Financial risk and capital management
- Note 21. Climate risk
- Note 22. Other current liabilities
- Note 23. Contractual obligations
- Note 24. Contingent liabilities
- Note 25. Investment in subsidiaries
- Note 26. Events after the balance sheet date
- Financial statements Borgestad ASA
- Income statement
- Balance sheet
- Cash flow statement
- Borgestad ASA, Notes to the financial statements
- Note 1. Accounting Principles
- Note 2. Revenue and other income
- Note 3. Salary and personnel expense and management remuneration
- Note 4. Pension
- Note 5. Property, plant and equipment
- Note 6. Other operating expenses
- Note 7. Financial income and financial cost
- Note 8. Subsidiaries
- Note 9. Outstanding balances related parties
- Note 10. Tax
- Note 11. Equity and shareholders
- Note 12. Other shares
- Note 13. Cash
- Note 14. Contingent liabilities
- Note 15. Financial instruments - Financial risk and management objectives and policies
- Note 16. Events after the balance sheet date
- Attachments
- Alternative performance measures (APMs)
- Appendix
- Statement from the Board and the CEO of Borgestad ASA
- Independent auditor’s report
About Borgestad
Borgestad ASA is an investment company headquartered at Lysaker, Norway. Borgestad’s portfolio is centered around two core business areas: real estate and refractory. Within these segments, the assets with the greatest impact on Group performance are: Agora Bytom, our shopping mall in Poland, representing the Group’s real estate value. Höganäs Borgestad, our refractory production and installation group, which is market-leader in the Nordic region. While real estate is the largest segment measured by total assets, the refractory industry is the largest measured by revenue. Together, these two pillars form the strategic foundation of Borgestad ASA’s Agora Bytom.
Agora Bytom
Agora Bytom shopping center in Poland is the Group’s largest investment, accounting for more than half of its total asset values. The center features a gross area of 52,000 sqm, with more than 30,000 sqm dedicated to rental space. It also includes a parking garage with 820 spaces, conveniently connected to the main facility. Centrally located in the Silesian region, Agora Bytom holds a strong market position within its primary catchment area. The center hosts a diverse range of tenants, including major international chains and prominent Polish brands, along with eight cinema halls, a fitness center, and an extensive selection of cafés.
Höganäs Borgestad
Höganäs Borgestad manufactures and supplies high-quality refractory products, systems, and installation services, essential for industrial processes exceeding 1,200°C in industries such as steel, cement, and aluminum. Refractory materials, available in various forms depending on their application, are designed to withstand extreme temperatures and protect industrial equipment. They play a critical role in safeguarding production processes and contribute significantly to energy efficiency.
Highlights and key figures
Highlights
For 2025, Borgestad Group delivered an ordinary and adjusted1 result before tax of MNOK 23.9 and MNOK 50.7 respectively, compared to MNOK 82.3 and adjusted MNOK 76.8 respectively in 2024. Höganäs Borgestad Group closed two acquisitions in 2025, Emcotech AB and Norsk Ildfast Gjenvinning Drift AS. As of December 31, 2025, Agora Bytom had an occupancy rate of 96.2 percent based on signed leases, an increase of 1.7 percentage points since December 31, 2024. In light of developments in recent years, Borgestad has distributed a dividend of MNOK 28.0 in June 2025 and a dividend of MNOK 17.5 in March 2026.
^1 Adjusted EBITDA, EBIT and result before tax exclude accrued cost for lay-off compensations and write down of ERP system and goodwill, total adjustments at EBIT level of MNOK 26.8 for full year 2025. Alternative performance measures (APMs) are described in the appendices Alternative performance measures.
Key figures
| (NOK 1 000) | 2025 | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| Income statement | ||||
| Revenue and other income | 1 125 972 | 1 169 428 | 1 141 417 | 931 726 |
| EBITDA | 107 290 | 139 069 | 127 478 | 52 293 |
| Depreciation & Impairment of non-current assets | 54 684 | 34 733 | 121 876 | 123 142 |
| Operating profit (EBIT) | 52 606 | 104 336 | 5 601 | -70 848 |
| Financial items excl. foreign currency | -28 391 | -23 437 | -49 246 | -46 633 |
| Net foreign currency gain/(loss) | -342 | 1 386 | 6 362 | -6 839 |
| Profit before taxes | 23 873 | 82 285 | -37 283 | -124 320 |
| Profit/(loss) for the year | 20 335 | 61 764 | -63 592 | -126 109 |
| Balance | ||||
| Non-current assets | 989 412 | 965 684 | 942 626 | 1 011 126 |
| Current assets | 477 439 | 497 115 | 463 752 | 455 432 |
| Total assets | 1 466 851 | 1 462 799 | 1 406 378 | 1 466 558 |
| Total equity | 802 909 | 809 032 | 755 842 | 507 873 |
| Non-current liabilities | 393 930 | 393 144 | 377 552 | 613 967 |
| Current liabilities | 270 012 | 260 623 | 272 984 | 344 718 |
| Total equity and liabilities | 1 466 851 | 1 462 799 | 1 406 378 | 1 466 558 |
| (NOK 1 000) | 2025 | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| Profit | ||||
| Return on equity | 2,9 % | 10,7 % | -4,9 % | -31,0 % |
| Return on total capital | 3,7 % | 7,6 % | 1,0 % | -5,3 % |
| Liquidity | ||||
| Cash flow | -67 886 | 67 774 | 61 629 | 42 722 |
| Liquidity ratio | 177 % | 191 % | 170 % | 132 % |
| Cash and cash equivalents | 152 576 | 220 462 | 152 688 | 91 059 |
| Available liquidity at end of period | 212 642 | 276 026 | 186 086 | 85 501 |
| Financial figures | ||||
| Share capital | 35 062 | 35 062 | 350 621 | 152 491 |
| Average no of shares | 35 062 | 35 062 | 339 983 | 112 144 |
| Equity ratio | 54,7 % | 55,3 % | 53,7 % | 34,6 % |
| Price/Book | 0,8 | 0,9 | 0,6 | 0,4 |
| Interest-bearing debt | 457 510 | 437 216 | 459 976 | 779 816 |
| Net interest-bearing debt | 304 934 | 216 754 | 307 289 | 688 757 |
| Key figures per share | ||||
| Profit per share | 0,44 | 1,29 | -0,23 | -1,11 |
| Cash per share | 4,35 | 6,29 | 0,45 | 0,81 |
| Dividend paid per share | 0,80 | 0,00 | 0,00 | 0,00 |
| Dividend proposed per share | 0,50 | 0,80 | 0,00 | 0,00 |
Alternative performance measures (APMs) are described in the appendices Alternative performance measures.
Board of Directors
Glen Ole Rødland, Chair of the Board
Rødland was elected chairman in 2023. Rødland holds an MBA and Postgraduate Studies in Finance at the Norwegian School of Economics (NHH) and UCLA. Rødland has 30 years' experience in shipping, oil and gas service, finance and investment management. He has extensive experience as an analyst and in corporate finance from investment banking, private office and private equity. Rødland also has considerable experience as a board member and chairman of several Norwegian public and private companies, as well as international companies. As of today, he is chairman of BlueNord ASA and ABL-Group ASA. Rødland has previously been a board member of Spectrum ASA (merged into TGS ASA) for more than ten years, of which seven years as chairman. He has also extensive experience with financial restructuring from serving as chairman of the board of Seadrill Ltd and Prosafe SE.
Wenche Kjølås, Board member
Kjølås was elected board member in 2023. Kjølås holds, among other things, a Master of Economics and Business Administration from the Norwegian School of Economics (NHH), and Executive Management Program, Strategic Management and Innovation, INSEAD, Paris, France. Kjølås is an experienced chair and board member with wide sector experience across listed, private, family owned and private equity firms, having served in various leadership roles throughout her career, including COO, CFO and CEO of the Grieg Group’s holding company, Grieg Maturitas AS, Kjølås has been CEO in Kavli Norway and CFO in Kavli Holding, served on the board in Grieg Seafood ASA, Cermaq ASA, PGS ASA, DOF ASA, and chaired Magseis Fairfield ASA, Keolis Norway and Flytoget AS. Currently on the Board of DeepOcean Group Holding AS, Alginor ASA, Avarn Security Group Holding AS and Western Norway University.
Jacob Møller, Board member
Møller has been a board member since 2009, and was Chairman in the period 2021 - 2024. He has a degree in law from the University of Oslo and a master’s in law from the University of Cambridge. Møller has a background as a lawyer at BAHR and head of Schibsted's M&A department. Møller is currently a Partner and Head of the technology department at BAHR. He has extensive experience with board work.### Jan Erik Sivertsen, Board member
Sivertsen was elected as a board member in 2022. He is a qualified auditor from the University of Agder. He is chairman and board member of a number of boards through active ownership under the Kontrari umbrella. Sivertsen currently works as managing director of Kontrari AS, a holding company with significant investments in several listed and unlisted companies. Sivertsen has previously been employed as finance director at B&G Group and as an authorized auditor at Iversen Revisjon AS.
Helene Steen, Board member
Steen was elected as a board member in 2022. She has a master’s degree in shipping and finance from Bayes Business School in London (formerly Cass Business School) and a bachelor's degree from BI Business School. Over several years, she has held various positions in DNB Bank's large corporates division within shipping and offshore and DNB Asset Management. Steen currently works as principal/CFO in Ses AS, a holding company with significant investments in several listed and unlisted companies.
Group Management
Pål Feen Larsen, CEO
Feen Larsen has held the position as CEO since 2019. He was employed in 2013 and from 2015 to 2019 was CFO in the Group. Feen Larsen has a master's degree in accounting and auditing at Bl Business School and is a state authorized auditor. He has experience from auditing and consulting from several listed companies and other international groups before he joined the Company.
Bendik Persch Andersen, CEO Höganäs Borgestad Group
Persch Andersen was appointed CEO of Höganäs Borgestad Group in April 2025. Prior to this appointment, he served as Head of M&A at Borgestad ASA. Persch Andersen holds a Master of Science in Industrial Economics from NTNU and the University of Queensland. He has advisory experience from management consulting and corporate finance firm. Additionally, he has served as interim CFO and later as interim Director of Strategy at Elaway, Europe’s largest charge point operator for EV charging in housing associations.
CEO letter
Overall, Borgestad continues to demonstrate a solid underlying operational trend, and this positive development is expected to continue. The sustained operational and financial progress of the Borgestad Group in recent years is further reflected in the Board of Directors’ decision to declare a dividend of NOK 0.50 per share for the 2025 financial year. This marks the second consecutive year of dividend distribution and represents a clear indication of Borgestad’s robust and sustainable financial development.
Agora Bytom continued its strong operational and financial performance in 2025. Based on currently signed leases, the occupancy rate reached 96.2% as of 31.12.2025, an increase of 1.7 percentage points from 31.12.2024. The center has successfully utilized areas on floors that have historically been challenging to lease. This progress reflects the long-term strategic approach Borgestad has implemented for Agora Bytom; local in-house management and continuous efforts to strengthen the tenant mix and develop the center floor by floor. The same strategic approach forms the foundation for the next phase of development at Agora Bytom. With the center now almost fully leased, the focus will shift toward capitalizing on this strong position of occupancy through increased rents and improved profitability. This phase aims to leverage the center’s strengthened market position, stable tenant base, and enhanced attractiveness to drive further value creation.
Höganäs Borgestad implemented cost cutting measures and organizational adjustments during 2025, establishing a stronger foundation for future development and profitability. The underlying performance of the business remains solid, even as market conditions continue to be somewhat challenging, with several industrial customers delaying investment projects due to general uncertainty. In the Swedish market, Höganäs Borgestad has seen a slowdown across several industrial segments in 2025, with multiple projects postponed or scaled down. In the Norwegian Ferro Alloy market, recently introduced tariff barriers between the European Union and Norway have added uncertainty to the broader ferro market, which is expected to have short-term negative implications for Höganäs Borgestad.
Despite these uncertainties, the Group continues to invest for the future. During 2025, Höganäs Borgestad completed two acquisitions: Emcotech AB and Norsk Ildfast Drift Gjenvinning AS (“NIGD”). Both transactions are expected to generate long-term shareholder value. Emcotech AB is a Sweden-based company specializing in industrial flue-gas cleaning. Höganäs Borgestad has identified immediate synergies between Emcotech and the Höganäs Borgestad Group, including shared technical expertise, resource pooling, and equipment utilization, all of which enhance both sales and operational efficiency. With both parties already active at various customer sites—either individually or jointly—there are clear opportunities to expand the service offering and strengthen market presence, both in Sweden and across the wider Nordic region.
NIGD has been recycling refractory materials for more than 30 years and operates a full-scale recycling facility with crushing and mixing capabilities. The plant is strategically located in the Mo i Rana industrial park, close to several of Höganäs Borgestad’s existing customers. The acquisition creates new opportunities for recycling materials in collaboration with both current and potential customers. It is particularly important for the company’s ambition to further develop its monolithic product range, enabling Höganäs Borgestad to meet increasing customer demand and improve profitability.
In December 2025, the Administrative Court of Appeal in Gothenburg (“the Administrative Court of Appeal”) overturned the earlier ruling from the Administrative Court. The Court of Appeal concluded that the purchase price agreed between Bjuv Municipality and Höganäs Borgestad had been sufficiently documented, and that there were no grounds to revoke Bjuv Municipality’s approval of the transaction. Borgestad Group has been informed that an appeal against the Administrative Court of Appeal’s ruling was filed within the extended deadline granted to the complainant. The case will now be handled by the Supreme Administrative Court, which will decide whether to accept the appeal for further review. Based on Borgestad’s assessment of the submitted appeal, it is not considered probable that the Supreme Administrative Court will grant leave to review the case. The Court’s decision on whether to accept the appeal may take up to six months, starting from end of January 2026.
Borgestad remains committed to execute its strategy for both Höganäs Borgestad and Agora Bytom, which hold strong market positions in their respective markets. The Group’s ongoing focus is on improving profitability and strengthening operational performance.
Pål Feen Larsen
CEO
Corporate governance
This statement of corporate governance has been prepared in accordance with the Norwegian Code of Practice for Corporate Governance (NUES), last updated on August 28, 2025, and is intended to form an integral part of the annual report of Borgestad ASA. The statement complies with the requirements of section 3-3b of the Norwegian Accounting Act and describes how the company applies the Code, including any deviations and explanations for such deviations (the “comply or explain” principle).
Item 1 – Statement of corporate governance
Borgestad ASA aims to ensure sound corporate governance that supports long-term value creation, confidence in the capital markets and responsible business conduct. The Board of Directors bases its work on the principles set out in NUES 2025, including requirements for transparency, equal treatment of shareholders, a clear division of roles and responsibilities, and sound risk management. The company largely complies with the Code. The following deviations apply:
- NUES item 6 Independent chairing of the general meeting: In accordance with the company’s Articles of Association, the general meeting is chaired by the Chair of the Board or a person appointed by the Board.
- NUES item 7 Guidelines for the work of the nomination committee adopted by the general meeting: The mandate of the nomination committee follows from the Articles of Association and is not separately adopted by the general meeting.
Item 2 – Business
The company's activities are defined in § 3 of the articles of association, where the company's purpose is to carry out investment and management activities, including participation in other companies, acquisition of shares and other company shares, as well as acquisition and operation of real estate, as well as all associated activities. The Board prepares targets, strategies and risk profiles that support value creation for shareholders in a sustainable way. The company's activities are defined in § 3 of the articles of association, where the company's purpose is to carry out investment and management activities, including participation in other companies, acquisition of shares and other company shares, as well as acquisition and operation of real estate, as well as all associated activities. In line with NUES 2025, the Board has established overall objectives and strategies that support long-term value creation, including considerations related to sustainability, financial robustness and risk profile.
Item 3 – Company capital and dividend
The Board must ensure that the company has a capital structure that is adapted to the company's goals, strategy and risk profile. Borgestad strives to be financed with both equity and debt. The equity share in the parent company was 95.9 per cent as of December 31, 2025. The company's equity appears in Note 11 in the parent company's accounts. The Board has established guidelines for dividends that form the basis for proposals submitted to the General Meeting.The Board was granted an authorisation by the General Meeting in 2025 to resolve the distribution of additional dividends. Part of this authorisation was exercised in February 2026, when a dividend of NOK 0.50 per share was distributed, with payment on March 6, 2026. In light of this distribution, the Board will not propose an additional dividend to the Annual General Meeting in May 2026.
Item 4 – Equal treatment of shareholders
The company has no restrictions related to ownership, purchase, sale or voting rights. All shares carry equal rights, and the company practices the principle of equal treatment of shareholders in all material matters. This includes equal rights in connection with any share capital increases, unless the Board has been granted an authority by the General Meeting to increase the share capital and elects to make use of such authority. Any deviation from the pre emptive rights of existing shareholders will be justified and explained in accordance with applicable legislation and the principles of good corporate governance.
The Board places great emphasis on maintaining transparent and fair processes for all shareholders. The company publishes all share price sensitive information through the Oslo Stock Exchange’s news distribution system and simultaneously on the company’s website, ensuring equal access to relevant information for all market participants. Borgestad seeks to maintain an open and predictable dialogue with the financial markets, and the company strives to ensure that information disclosed is accurate, timely and consistent.
The company has established guidelines for handling transactions with related parties to safeguard the interests of all shareholders. The Board and management will exercise particular care in transactions between the company and shareholders, or other parties with special interests, to avoid conflicts of interest and to ensure that such transactions are conducted on market terms and in a transparent manner. These principles support the overarching objective of protecting shareholder value and maintaining confidence in the company’s governance practices.
Item 5 – Shares and tradability
The company has no restrictions on the right to own, trade or exercise voting rights for shares in the company. All shares carry equal rights, and the company practices equal treatment of shareholders in accordance with applicable laws and the principles of good corporate governance. The company seeks to ensure that all shareholders have equal access to information and opportunities, and that no limitations or discriminatory practices are applied with regard to ownership structure or participation in the company’s decision-making processes.
Item 6 – General Meeting
The Board makes arrangements for shareholders to participate in the company's general meeting. In accordance with § 6 of the articles of association, the General Meeting is chaired by the Chairman of the Board or the person he appoints. The recommendation on independent meeting management of the General Meeting is therefore not relevant because it conflicts with the company's articles of association.
The Board ensures:
a. The documents are detailed and precise enough for the shareholders to take a position on all matters to be processed.
b. The registration deadline is set as close to the meeting as possible.
c. The Board and Chairman of the Election Committee can participate in the General Meeting.
Documents relating to matters to be dealt with at the General Meeting, including documents which according to law must be included in or attached to the notice, do not need to be sent to the shareholders if the documents are made available on the company's website. A shareholder can still demand to be sent documents that relate to matters for the General Meeting.
Shareholders who wish to attend the General Meeting must notify the company of this within a specific deadline which cannot expire earlier than two days before the General Meeting is held. Shareholders can cast their vote digital in a period before the General Meeting, in accordance with NUES 2025. The shareholders are able to vote in each individual matter, including voting for individual candidates in elections.
Item 7 – Election Committee
The company has its own Election Committee, as stipulated in §8 of the Articles of Association. The Election Committee represents a deviation from the NUES recommendations, as the Election Committee members must be shareholders and the General Meeting does not provide specific guidelines or limitations for the Committee’s work. The General Meeting elects the Committee’s chair and member and determines the Committee’s remuneration. Neither members of the Board nor members of the executive management serve on the Election Committee, ensuring independence and avoiding conflicts of interest.
The Committee’s mandate is to propose candidates for the Board and the Election Committee, as well as to recommend remuneration levels. In carrying out its work, the Committee seeks to secure a Board composition that reflects relevant competence, experience, and diversity, and that supports the company’s long-term strategy and sound corporate governance practices.
Item 8 – The Board, composition and independence
The Board currently consists of five shareholder-elected board members. The Board is elected for a period of one year. According to § 5 of the articles of association, the number of board members can vary between three and six, in addition up to two deputy members can be elected. The board chooses its own leader. The Board's composition and shareholdings appear in Note 5.
It is a goal that the Board should have a balanced composition that takes into account competence, experience and relevant background for the company's operations. It is also desirable that the composition of the Board reflects both the company's ownership structure and the need for neutral, independent representatives without specific ownership affiliations. All board members are independent of the day-to-day management. Chairman Glen Ole Rødland, through the company Corona Maritime AS, has a consultancy agreement with the company for ongoing assistance and as discussion partner for the CEO. None of the other board members have business relations with the company.
Item 9 – The Board's work
The instructions for the Board and the day-to-day management have a particular emphasis on a clear internal distribution of responsibilities and tasks, as well to outline how the Board and the day-to-day management shall process agreements with related parties. In 2025, there were no transactions with related parties, apart from payment of salaries, consultancy fees, board fees and dividend. The Board evaluates its work and expertise annually. The Board ensures that the board members and senior employees make the company aware of any significant interests they may have in matters that the Board must deal with.
An Audit Committee consisting of three board members has been established, in accordance with NUES 2025. It has been assessed and concluded that the audit committee fulfils recommendations and legal requirements regarding the independence of the Group. According to policy for the Audit Committee, the Committee is a preparatory and advisory body to the Board of Directors and assists the Board in its oversight of financial reporting, internal control, and risk management. The Committee monitors the process for financial reporting and reviews significant accounting matters, key accounting estimates, and changes in accounting principles. It also oversees the effectiveness of the Company’s internal control and risk management systems. Furthermore, the Audit Committee maintains close dialogue with the external auditor, including assessing the auditor’s independence, reviewing the scope and results of the statutory audit, and evaluating the provision of non-audit services. The Committee prepares recommendations to the Board regarding the appointment and remuneration of the external auditor and regularly reports to the Board on its work and key findings.
The Board has established a remuneration committee, established in 2024. The remuneration committee consist of two board members. The Remuneration Committee is a preparatory and advisory body to the Board of Directors and assists the Board in matters relating to remuneration and incentive schemes for senior executives. The Committee’s main objective is to ensure that remuneration structures support the Company’s strategy, long-term value creation, and sustainable performance and alignment with shareholder interests. The Committee prepares and reviews the Company’s guidelines for executive remuneration, including fixed and variable remuneration, pension arrangements, and other benefits, and ensures compliance with applicable legislation and best practice. It evaluates the total remuneration package of senior executives, including the Chief Executive Officer, and assesses whether performance-based remuneration is appropriately linked to predefined and measurable performance criteria.
The Board receives ongoing reports that describe developments in the company, such as rental and monthly reports for Agora Bytom, as well as accounting and profit reports with an overview of the short-term and long-term order backlog for the refractory segment. In 2025, ten board meetings have been held in the company, corresponding to seven meetings in 2024. Information about the various board members' attendance at meetings can be found in the minutes from each board meeting.
Item 10 – Risk management and internal control
The company has established internal control procedures and appropriate systems for risk management that are tailored to the scope and nature of its operations.These systems are designed to ensure reliable financial reporting, compliance with applicable laws and regulations, and effective management of operational and strategic risks. The Board regularly reviews the company’s most significant risk areas and the effectiveness of internal control measures. This includes an assessment of financial risk, operational risk, market risk and other factors that may influence the company’s performance or financial position. Further information on financial risk management is provided in the Board of Directors’ Report and in Note 21 to the consolidated financial statements. Additional references to operational and strategic risk factors can be found throughout the annual report. The Board considers the company’s risk management and internal control systems to be appropriate for the company’s activities and will continue to monitor and further develop these processes to support sustainable value creation.
Item 11 – Remuneration to the Board
The remuneration to the Board reflects the board's responsibility, expertise, time spent and the complexity of the business. The Board fees and shareholdings appear in Note 5 in the consolidated accounts. Performance-based remuneration is not used. The board members have no option schemes and do not carry out special tasks for the company unless otherwise separately agreed. Such remuneration will be approved by the general meeting. Board members are encouraged to own shares in the company.
Item 12 – Salary and other remuneration to leading persons
The Board prepares guidelines for the remuneration of senior management in accordance with applicable legislation. The Board’s statement on executive remuneration is presented as a separate document to the General Meeting and is available on the company’s website. The Board determines the CEO’s remuneration in a Board meeting. Historically, adjustments to the CEO’s remuneration have reflected general wage developments in Norway as well as the company’s performance. The CEO does not participate in option schemes but may be eligible for a bonus. Any bonus scheme must include a clear link between the performance-based criteria and the company’s goals and strategies. As a general principle, the bonus is capped at a maximum of 80 percent of annual basic salary. Further details on executive remuneration are provided in Note 5 of the consolidated financial statements.
Item 13 – Information and communication
The Board establishes guidelines for the company's reporting of financial and other information based on transparency and considering the requirement for equal treatment of the participants in the securities market. The company reports information and financial figures in accordance with the Oslo Stock Exchange regulations. Responsibility for Investor Relations and reporting of regulatory information is assigned to the managing director, who has the opportunity to delegate this responsibility. The Board has established guidelines for the company's contact with shareholders outside the General Meeting.
Item 14 – Takeover
The Board has a pragmatic attitude in relation to a possible take-over situation. The Board's main responsibility in such a case will be to maximize shareholder value for all shareholders and at the same time look after the interests of the employees, and other stakeholders.
Item 15 – Auditor
The Board ensures that each year the auditor presents the main features for carrying out the audit work, reviews any significant changes in the company's accounting principles, key aspects of the audit, assessment of significant accounting estimates and all significant matters where there has been disagreement between the auditor and the administration. BDO AS, through partner and auditor Yngve Gjethammer, receives a copy of all board documents. The auditor's remuneration divided between audit and other services is explained as a separate item at the general meeting and in Note 5 in the consolidated accounts. The Board and the Audit Committee have several meetings with the auditor throughout the year. In the meetings between the Board and or the Audit Committee and the auditor, the company's internal control is discussed, as well as other significant accounting items.
Board of Directors’ report 2025
Borgestad ASA is an investment company headquartered at Lysaker, Norway, with a focused portfolio in two core sectors: real estate and refractory solutions. The Group’s key assets are the Agora Bytom shopping center and the refractory production and installation group Höganäs Borgestad, both of which play a crucial role in the Group’s overall performance. Real estate represents the largest segment by asset value, while the refractory industry drives the highest revenue.
On behalf of the Board and the management team, Borgestad would like to extend our sincere gratitude to all employees across the Borgestad Group. Your dedication, professionalism, and resilience have been essential to our progress throughout 2025. Whether in our real estate operations, our refractory business, your contributions have strengthened our company and enabled us to deliver solid results in a demanding market. We deeply appreciate the commitment you show every day and thank you for the important role you play in shaping the Groups future.
Refractory
The refractory segment constitutes the Group’s largest business area measured by revenue and remains core to Borgestad ASA’s long-term industrial profile. The segment is operated through Höganäs Borgestad, a well-established refractory producer and installation partner with a strong presence in the Nordic region and selected international markets. The company supplies high-quality refractory products and turnkey installation services to a broad industrial customer base.
Höganäs Borgestad delivers a comprehensive range of refractory materials, solutions and services for high-temperature industrial processes. The offer includes monolithic, bricks, precast shapes, insulation materials and customized refractory solutions, supported by engineering, technical advisory services and installation expertise. The company serves key industries such as cement and lime, steel, aluminum, ferroalloys, energy, and waste-to-energy. The combination of production competence, application knowhow and a dedicated installation operation provides customers with integrated solutions that cover the full lifecycle of refractory use, from design and material selection to installation, maintenance and follow up.
The Group operates its monolithic production facility in Bjuv, Sweden. Capacity utilization and production efficiency remained important priorities in 2025, supported by continuous improvement initiatives and close cooperation between sales, engineering and operations teams. Höganäs Borgestad maintains a well-established supply chain and distribution network, ensuring reliable delivery of materials to customers in the Nordics. Höganäs Borgestad balances in-house production with strategic sourcing of complementary materials from long-term partners.
Market conditions in 2025 varied across industries, influenced by global economic uncertainty, energy prices and fluctuations in industrial production. While some customer segments experienced lower activity, Höganäs Borgestad maintained a stable order intake through longstanding customer relationships, a diversified customer portfolio and strong service offerings. The refractory segment is essential to Borgestad’s industrial footprint and represents a robust platform for future value creation. Höganäs Borgestad’s strong market position, technical expertise and integrated service model provides competitive advantages that support stable revenue generation and long-term strategic potential. The company will continue to prioritize operational excellence, customer-focused innovation and disciplined cost management to strengthen its position in the years ahead.
Real estate
Agora Bytom shopping center in Poland is the Group’s largest investment, representing more than half of the Group’s total asset value. The center has a gross area of 52,000 sqm, and on December 31 the total leasable area stood at 33,870 sqm. The property also includes a stand-alone parking facility with 820 spaces, conveniently connected to the main building. Centrally located in the Silesian region, Agora Bytom maintains a strong market position within its primary catchment area.
The center offers a broad and balanced tenant mix, comprising major international retail chains as well as established Polish brands. In addition, the center features eight cinema halls, a fitness center, and a wide selection of cafés and food outlets, strengthening its role as both a commercial and social hub in the region.
Agora Bytom is operated by an in-house management team employed directly by the Group. The internal organization ensures high operational stability and effective coordination across leasing, tenant relations, marketing, facility management and strategic development initiatives. The in-house model provides strong local presence, close market insight, and increased agility in responding to changing consumer patterns and tenant needs. The team has continued to strengthen the center’s operating performance through proactive leasing efforts, targeted marketing activities, strong cost control and efficient cooperation with tenants.
Maintaining high occupancy levels and ensuring an attractive tenant mix remain key priorities. Agora Bytom continues to maintain a strong position in the local market, with a consistently high occupancy rate. The centre remains committed to ongoing improvements and actively engages in the rental market, currently negotiating with several potential tenants, underscoring its focus on expansion and development. As of December 31, 2025, the WAULT (Weighted average unexpired lease term) stood at 4.03 years by area and 3.79 years by income.As of December 31, 2025, occupancy based on signed leases was at 96.2 percent, an increase of 1.7 percent since December 31, 2024. Agora Bytom in 2025 had an active period of closing new lease agreements. During 2025, activity in the center has been extensive, particularly in relation to changes of tenants. Some of these changes have not yet been completed and are expected to be finalized during the first quarter of 2026. The new tenants are expected to improve the commercial attractiveness of Agora Bytom Agora Bytom has over recent periods shown strong development in increasing the occupancy rate and has now nearly fully leased out the centre. With this solid occupancy as a foundation, the focus is shifting toward renegotiating or replacing lower-yielding leases to increase the actual rent per square metre per month, while continuing ongoing efforts to enhance the centre’s commercial attractiveness. A combination of high occupancy, improved rent levels, and increased attractiveness is considered critical for any potential future increase in the value of the property. The retail market in Poland has remained dynamic, influenced by evolving consumer behavior, economic trends and competitive pressure from both physical retail and online channels. Despite this, Agora Bytom has maintained a stable market position thanks to its central location, strong tenant offering and role as a multi-purpose destination. The Group monitors market developments closely and assesses opportunities for value-enhancing measures, including upgrades, concept renewals and improved customer experiences.
Key figures, Borgestad ASA
| MNOK | 2025 | 2024 |
|---|---|---|
| Revenue and other income | 1 126 | 1 169 |
| EBITDA | 107 | 139 |
| Depreciation & Impairment of non-current assets | 55 | 35 |
| Operating profit (EBIT) | 53 | 104 |
| Profit before tax | 24 | 82 |
| MNOK | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Cash | 153 | 220 |
| Available liquidity at end of period | 213 | 276 |
| IBD | 458 | 437 |
| NIBD | 305 | 217 |
| NIBD/EBITDA | 2,8 | 1,6 |
| Equity ratio | 55 % | 55 % |
Financial highlights
Profit and loss statement
The Group reported total revenue and other income of MNOK 1,126.0 in 2025, compared to MNOK 1,169.4 in 2024. The decline mainly reflects weaker market conditions in the refractory segment, where several customer industries postponed projects and reduced activity levels. Despite these headwinds, the underlying operational performance of the Group remained solid, supported by stable results from the real estate segment. Höganäs Borgestad experienced a softer year compared to 2024, due to challenging market conditions, postponed customer investments and increased price sensitivity in key industries. Nevertheless, the company maintained a stable order intake and executed cost measures and organizational adjustments aimed at strengthening long-term competitiveness and profitability.
The Group achieved an EBITDA of MNOK 107.3 in 2025 and an adjusted EBITDA of MNOK 119.2, compared to an adjusted EBITDA of MNOK 133.6 in 2024. Result before tax expense for 2025 was positive with MNOK 23.9, compared to MNOK 82.3 in 2024. In 2025, the Group recognized write-downs totaling MNOK 14.9 related to goodwill and the ERP system in Höganäs Borgestad. In addition, depreciation for Agora Bytom increased by approximately 57 percent year-on-year, due to changed depreciation period. Management or Board has not identified indicators of impairment for Agora Bytom during the 2025 financial year.
Balance sheet and financial risk
At the end of 2025, Borgestad Group had a sustainable balance sheet both in terms of debt level and liquidity reserve. At the balance sheet date, the cash was MNOK 152.6 and the interest-bearing debt MNOK 457.5. The net interest-bearing debt was MNOK 304.9, compared to MNOK 216.7 as per 31. December 2024. The company has classified the production buildings and land placed in Bjuv municipality, as held for sale on December 31, 2025. The book value of assets held for sale was MNOK 14.8, the connected mortgage debt was MNOK 45.4. The reason for the re-classification is that Höganäs Bjuf Fastighets AB, an indirect subsidiary of Borgestad ASA, on October 27, 2023 entered into a conditional agreement with Bjuv municipality in Sweden for a sale and leaseback transaction for two properties in Sweden where the production plant and other production facilities for refractory products are located.
Borgestad will sell the two properties, including the production facilities, to Bjuv municipality and then lease the production facilities needed. The company will after the completion of the transaction still be the owner of all machinery and equipment used in the production. The two properties are in the transaction valued at MSEK 145 and the purchase price will be approximately MSEK 139.3 after adjustment for stamp duty. The purchase price shall be settled with cash in three instalments; 60 percent will be payable upon completion of the transaction, 20 percent will be payable 12 months after completion, and the remaining 20 percent will be payable 24 months after completion.
The transaction was approved by the Municipal Council of Bjuv December 11, 2023, but a complaint regarding the approval from Bjuv municipality has been received prior to the expiration of the appeal period. The complaint relates to the purchase price in the transaction and that this, in the claimant's opinion, significantly exceeds the market value of the two properties. The Administrative Court in Malmö (the "Administrative Court") has processed the complaint. According to the Administrative Court, Bjuv municipality has not provided sufficient documentation regarding the valuation of the two properties. As a result, the Administrative Court decided to revoke Bjuv municipality's approval of the Transaction. In March 2025, Bjuv municipality appealed the Administrative Court's ruling. In December 2025, the Administrative Court of Appeal in Gothenburg (the “Administrative Court of Appeal”) set aside the ruling from the Administrative Court, concluding that the purchase price had been sufficiently substantiated and that there were no grounds to revoke Bjuv municipality’s approval of the transaction.
Borgestad Group has been informed that an appeal against the Administrative Court of Appeal’s decision has been filed within the extend deadline granted to the complainant. The matter will be handled by the Supreme Administrative Court, which will determine whether to admit the appeal for review. The approval of the Transaction by Bjuv municipality will only become binding once the pending appeal has been finally resolved in the claimants’ disfavour, and the completion of the Transaction remains conditional upon such binding approval. Considering this updated processing time, Bjuv municipality and Höganäs Bjuf Fastighets AB entered into an amendment of the agreement regarding the long stop date that has been extended until December 31, 2026. It is currently unknown when and if the appeal will be processed by the Court of Appeal, and it cannot be ruled out when a decision will be reached. If the Court of Appeal rules in favour of the claimant, the transaction cannot be completed. Conditional of completion of the sale leaseback transaction is an additional reduction of the interest-bearing debt, with MNOK 45.4, and improved liquidity.
Several factors can have an unfavourable impact on Borgestad's operations and future value development. These factors include financial risk, including interest rate, currency and credit risk, risk related to operations, other market risks, environmental and legal risk, as well as risk related to the individual projects in which the Group has investments. The Group's largest financial risk is linked to Agora Bytom where the Group has an investment property that is exposed to value fluctuations in the Polish property market. In recent years, Agora Bytom has reduced its debt significantly and currently has the lowest debt in the centre’s history, which reduces the Group's overall risk. In addition, Agora Bytom maintains interest rate hedging arrangements that cover approximately 70 percent of the outstanding loan balance on a continuous basis. The purpose of Agora Bytom’s interest rate hedging is to mitigate interest rate risk and limit volatility in financing costs. Hedging approximately 70 percent of the outstanding loan balance provides a balanced risk profile, supporting stable cash flows and safeguarding the Group’s financial position.
Liquidity risk refers to the risk that the Group will be unable to meet its financial obligations as they fall due. The Board and Group management assess the Group’s liquidity position as sound and consider the Group to be well positioned to service its debt obligations as they mature. The Group has no mortgage debt falling due in 2026, other than normal amortization and the financing related to assets classified as held for sale. The Group monitors liquidity developments closely, ensuring that available cash, expected cash flows and credit facilities are sufficient to meet both operational needs and financial commitments. In the board of directors and managements view the company has per December 31, 2025, a sustainable balance sheet and cash situation and is fully financed.
Borgestad ASA has entered a liability insurance for the board and management with a liability limit of MNOK 100. The insurance covers the board's legal personal liability for financial damage caused by the performance of their duties and associated expenses with a court case or similar. The coverage also includes boards and management in subsidiaries of Borgestad ASA (with an ownership stake of over 50 percent) and employees who represent Borgestad ASA at external boards of directors.
Cash flow, investments, and liquidity
The company’s cash flow from operating activities was MNOK 33.8, compared to MNOK 149.3 in 2024.Cash flow from investing activities was negative MNOK 49.1, compared to negative MNOK 19.3 in 2024, and cash flow from financial activities was negative with MNOK 52.5, compared to negative MNOK 62.2 in 2024. As a result, the cash flow for 2025 was negative with MNOK 67.9, compared to positive cash flow of MNOK 67.8. The available liquidity as of December 31, 2025, was MNOK 212.6, decreased from MNOK 276.0 in 2024.
As of December 31, 2025, the Group boasts a sustainable balance sheet, a strong cash position, and is fully financed. The company's R&D activity takes place under the auspices of Höganäs Borgestad Production AB and ended at MNOK 7.2 and MNOK 7.0 in 2025 and 2024 respectively.
Conditions for going concern
In accordance with § 2–2 (8) of the Norwegian Accounting Act, the annual report, the consolidated financial statements and the financial statements of the parent company have been prepared based on the going concern assumption. The Company confirms that it is appropriate to make that assumption. The Board refers to the mention of financial risk in the annual report.
Borgestad ASA, the parent company's, accounts and disposition of the annual profit
The parent company Borgestad ASA had a negative result after tax costs of MNOK 13.3 in 2025 compared to a positive result of MNOK 39.2 in 2024. The negative result for Borgestad ASA is primarily attributable to a write-down of the shares in Borgestad Properties AS amounting to MNOK 38.7. The company's equity as of December 31, 2025, was MNOK 655.9 compared to MNOK 676.7 in 2024. As of December 31, 2025, Borgestad ASA maintains a solid and sustainable balance sheet, a strong cash position, and is fully financed.
The Group’s financial robustness continues to reflect the operational and strategic progress made in recent years. This development is further underlined by the Board of Directors’ decision to declare a dividend of NOK 0.50 per share for the 2025 financial year. The dividend was distributed on March 6, 2026, as a repayment of paid-in capital.
The negative profit of TNOK 13,258 will be allocated as follows:
| Description | Amount (TNOK) |
|---|---|
| Proposed dividend | 17,531 |
| Transfer from other equity | – 30,789 |
Corporate Governance
The board of directors' annual statement on corporate governance is an integral part of the annual report and prepared in line with the Norwegian Code of Practice for Corporate Governance.
Sustainability statement
The sustainability statement is an integral component of the board of directors' report.
Outlook
The Board of Directors recognizes the ongoing uncertainty in the global landscape, driven by multiple conflicts and the risk of trade tensions between countries and regions. While the direct impact of potential trade barriers for Borgestad is considered limited, there could be indirect effects – particularly if customers of Höganäs Borgestad Group face challenges due to reduced demand or unfavourable tariffs. This, in turn, could temporarily dampen demand for refractory products, services, and installations. However, the refractory industry has historically shown resilience during such fluctuations, often followed by catch-up effects after periods of slowdown. The Board and management continue to monitor developments closely and are prepared to take necessary measures if required.
The Polish economic growth has been resilient and above the EU average growth despite the trade turmoil and the ongoing war in neighbouring Ukraine. The Board of Directors expects continued positive development in consumer spending in Polen, and this should lead to better performance for the shopping center in Polen.
Looking ahead, the Board expects the Group to deliver improved underlying results and stronger cash flow, with continued positive margin development in both the refractory and property segments over time. However, progress may vary quarter by quarter due to seasonality, cyclical swings, one-off items, and variations in project activity. Borgestad ASA will continue to evaluate strategic opportunities, including transformational M&A initiatives and potential liquidity events. During 2025, Höganäs Borgestad completed the acquisitions of Emcotech AB in Sweden and Norsk Ildfast Gjenvinning Drift AS in Norway.
Sustainability statement
Borgestad Group integrates sustainability and circularity into its strategy to ensure long-term profitability and strengthen market position. The Group works to reduce risks and capture opportunities through measures such as lowering its carbon footprint, improving resource efficiency, developing greener products, engaging stakeholders, and deepening its understanding of environmental and social impacts. This report outlines Borgestad Group’s approach to sustainability governance and covers the Group’s material ESG topics.
Basis for preparation
Borgestad Group’s 2025 Sustainability Statement has been prepared in accordance with both the basic and comprehensive modules of EFRAG’s voluntary reporting standard for non-listed SMEs (VSME) and the Norwegian Accounting Act. The Group’s sustainability work extends beyond the formal requirements of the VSME standard. In addition to the core elements, Borgestad Group has carried out a double materiality assessment, a climate risk assessment, and a nature risk assessment. Findings from these assessments have been incorporated into the report where relevant.
Certain VSME disclosures, such as water and remuneration, were omitted as they are assessed as non-material in the double materiality assessment. Additionally, Borgestad Group has not included information on its material impacts regarding local communities as VSME does not require reporting on this topic. Conversely, some sections have been expanded beyond the VSME for added transparency, drawing on ESRS3 European Sustainability Reporting Standards guidance for governance, strategy, double materiality, and topics including climate change, biodiversity, resource use and circular economy, own workforce, and value chain workers.
The report follows the time horizons defined in ESRS: short-term refers to the reporting period, medium-term to one to five years, and long-term to more than five years. The sustainability report is prepared on the same consolidated basis as the financial statements, and a complete list of reporting entities is provided in the appendix.
Governance
The Board of Directors serves as Borgestad Group’s highest governing and supervisory body. Its key responsibilities include ensuring long-term sustainable growth, overseeing risk management and internal controls, developing and implementing the company’s strategy, monitoring performance and safeguarding and strengthening the Borgestad Group brand. The Board holds the ultimate responsibility for sustainability-related reporting in line with applicable legislation. It addresses sustainability impacts, risks, and opportunities as an integral part of the company’s strategy, operations, and risk management framework.
Borgestad Group’s Board of Directors consists of five members—three men and two women. The Board’s competence in sustainability matters is strengthened through continuous training and professional experience. One member has completed the Norwegian Institute of Public Accountants’ Academy for Sustainability Reporting, while several members also serve on boards of listed companies, providing them with valuable experience in managing sustainability issues at board level.
Audit committee
The Board has established an Audit Committee to oversee and evaluate specific sustainability-related issues and to prepare matters for discussion and decision in Board meetings. The Audit Committee comprises three Board members, including two women. The Committee plays a key role in promoting sound corporate governance through its involvement in risk assessments, internal control, corporate reporting, and the audit process. It reviews significant financial reporting issues and judgements made in connection with the preparation of the Group’s financial statements, interim reports, and related formal disclosures, including sustainability reporting.
Remuneration committee
The Board has established a Remuneration Committee which is responsible for salaries and other forms of compensation for the Group‘s executives, including the CEO of Borgestad ASA and the senior management team. The Remuneration Committee consists of two of the members of the Board of Directors.
Management
Borgestad ASA is an investment company with two core verticals: Agora Bytom and Höganäs Borgestad. Höganäs Borgestad has its own management group which, together with the CEO of Borgestad ASA, is responsible for the day-to-day operations and for executing the business plans derived from the overall strategy established by the Board of Directors. The management group oversees key operational and strategic areas, including monitoring financial and operational performance, budgeting, evaluating new business opportunities, marketing, technology development, and the recruitment and retention of employees.
For Agora Bytom, Borgestad ASA exercises oversight and strategic follow-up through direct involvement by the CEO of Borgestad ASA. The CEO maintains close and continuous dialogue with the local operational representative responsible for the property’s daily follow-up. This structure ensures effective monitoring, alignment with the Group’s strategic priorities, and consistent operational execution, while reflecting the asset’s organizational structure. The management further handles matters related to remuneration, prioritisation and allocation of resources, as well as investment decisions and the management of the companies’ risk profile. The management is also responsible for implementing the decisions and directives issued by the Board of Directors. The management consists of nine members, including one woman. The CEO of Borgestad ASA is the highest responsible for sustainability-related matters under the Board of Directors.# Strategy: Business Model and Sustainability
Borgestad Group’s key operations include the Agora Bytom shopping center in Poland, which serves a broad consumer base, and Höganäs Borgestad, a provider of refractory products and services essential to high-temperature industrial processes across the Nordic region. The Group’s strategy, through Höganäs Borgestad, is to deliver effective high-temperature solutions that enhance customer productivity and competitiveness in key industries, while positioning itself as a supplier of high-quality products that contribute to reducing end users’ energy consumption. At the same time, the Group aims to strengthen its market presence, improve profitability, and optimize operational efficiency.
Borgestad Group’s value chain encompasses a range of activities, including the extraction of raw materials such as bauxite, andalusite, and chamotte, manufacturing of refractory traded goods, road and sea transportation, support functions such as maintenance, cleaning, and IT, refractory production, installation, and repairs, real estate activities, and waste management. Although Höganäs Borgestad is a relatively small player in the global refractory industry and does not own or operate any mining or quarrying sites where raw materials are sourced, the Borgestad Group recognizes that many of its most significant sustainability impacts and risks are linked to its upstream refractory value chain.
Interests and views of stakeholder
The objective of Borgestad Group’s stakeholder dialogue is to map the direct and indirect impact the Group has on the stakeholder groups or other sustainability-related areas that the stakeholders have knowledge about, whether it be climate, nature, customers or suppliers. Borgestad Group also wants to map the risks and opportunities internal and external stakeholders believe are material to manage.
Borgestad Group’s stakeholder groups are employees, customers, suppliers, workers in the value chain, local communities, nature, loan providers, investors, and the Board. The Group engages with its stakeholders through several different channels such as worker representatives, employee satisfaction surveys, supplier due diligence assessments, project collaborations, and meetings.
Impact, risk and opportunity management
During 2024 and the beginning of 2025, the Group conducted a double materiality assessment following EFRAG’s guidelines to identify impacts, risks and opportunities (IROs). The results show that Borgestad Group’s material IROs relate to climate change and resource use, own workforce, workers in the value chain, affected communities and business conduct. The Group has established targets to manage most of these topics, and details can be found in the Climate change-, Resource use and Circular economy-, Own workforce-, Workers in the value chain- and Governance-chapters.
To operationalise the work to map material IROs, Borgestad Group has used the four-step process explained below.
1. Understand
Borgestad Group mapped its activities, operations, and business relationships to better understand its context. This included describing the value chain, identifying stakeholders, and defining the scope of analysis. These insights clarified which activities and operations are most relevant for assessing actual or potential impacts on climate, environment, social, and governance topics.
2. Identify
To identify, Borgestad Group mapped concrete IROs related to climate and environment, social and governance topics. The goal of this step was to reach a long-list of IROs which indicate how these originate from the Group’s own operations and business relationships. Borgestad Group engaged stakeholders and performed internal and external interviews. Thirteen stakeholders were interviewed, of which eleven internal spanning the board, management, procurement and employees. Additionally, one client and one bank, with which Höganäs Borgestad and Borgestad ASA have a professional relationship, were interviewed. The interviews were structured around questions regarding the stakeholders’ perception of how Borgestad Group creates ESG-related positive and negative impacts, risks and opportunities through its products and services. The interviews were adjusted according to each stakeholder, and they provided perspectives from directly affected parties such as own employees.
In addition to stakeholder dialogue, internal policies and reports were examined, and media searches and benchmarking exercises were conducted. Relevant industry reports and credible proxy sources were also examined to identify relevant IROs. This was particularly important to gain insights into nature, workers in the value chain and local communities which Borgestad Group did not directly engage with. Insights from the Group’s climate risk assessment were also incorporated into the assessment.
3. Assess
The third step of the DMA entailed assessing the materiality of the identified IROs through a scoring system. The goal of this step was to prioritize IROs and conclude on a shortlist illustrating Borgestad Group’s most material IROs across climate and environment, social and governance topics. This work followed the EFRAG recommendations and assessed impact materiality through severity and likelihood, and financial materiality through magnitude of financial effects and likelihood. Borgestad Group considered a five-point scale to assess each relevant parameter for each IRO. Specific assessments of potentially negative impacts on human rights have been conducted to ensure that severity takes precedence over likelihood in such cases.
To prioritize material IROs, multiple workshops with a diverse group of internal stakeholders were conducted to ensure commitment and adjust quantitative scoring where needed. After the workshops, an overall qualitative assessment of the preliminary shortlist was conducted to ensure that the list reflected the Group’s business activities.
4. Validate
The fourth step entailed validating the results from the DMA. This included a final decision on threshold values concluding that IROs with a materiality score of 3.2 or above would be considered material. The final list of material IROs was approved by the board.
Table 2 illustrates Borgestad Group’s material sustainability topics. In 2025, Borgestad Group also completed its nature risk assessment, providing deeper insight into its impacts, dependencies, risks, and opportunities related to nature. As a result, the initial IROs for Biodiversity and Ecosystems were refined to better capture the Group’s most significant interactions with nature. Consequently, Pollution is no longer a standalone material topic, as its IROs are now fully integrated into Biodiversity and Ecosystems.
| Sustainability topic | Impact/risk/opportunity | Description | Value chain location | Time horizon |
|---|---|---|---|---|
| Climate change | Actual negative impact | Direct emissions from natural gas combustion, heating, vehicles and machinery in production. | Own operations | Short, medium and long |
| Climate change | Actual negative impact | Indirect emissions from electricity and district heating. | Own operations | Short, medium and long |
| Climate change | Actual negative impact | Indirect emissions from mining, transportation and production of refractory traded goods | Upstream | Short, medium and long |
| Climate change | Actual negative impact | Non-renewable energy consumption from natural gas in Bjuv. | Upstream and own operations | Short, medium and long |
| Climate change | Potential positive impact | By supplying high-quality refractory products, Höganäs Borgestad can help improve customers' energy efficiency. | Downstream | Short, medium and long |
| Climate change | Physical risk | Heat stress can lead to water shortage and adverse working conditions causing delays in extraction of raw materials, potentially increasing raw material prices. | Upstream | Medium and long |
| Climate change | Physical risk | Heavy rain can cause production disruptions at mining sites, potentially increase raw material prices, and cause production disruptions and/or damage to assets in the Bjuv factory. | Upstream and own operations | Medium and long |
| Climate change | Physical risk | Low water levels in critical areas of transportation routes can increase transportation costs and lead times. | Upstream | Long |
| Climate change | Transition risk | Carbon pricing mechanisms such as EU ETS and CBAM can increase operational costs and costs of purchased goods and services | Upstream and own operations | Medium and long |
| Climate change | Transition risk | Increased demand for critical raw materials due to the clean energy transition can increase prices. | Upstream | Long |
| Climate change | Opportunity | Installation of solar panels at Agora Bytom can make the mall energy self-sufficient | Own operations | Long |
| Biodiversity | Potential negative impact | Mining emits non-GHG air pollutants that can harm ecosystems, damage soil and plants, and potentially harm animals. | Upstream | Long |
| Biodiversity | Potential negative impact | Mining operations release toxic pollutants that can contaminate soil and water, degrading ecosystems and harming biodiversity and wildlife. | Upstream | Long |
| Biodiversity | Potential negative impact | Sourcing refractory raw materials can negatively affect nature and biodiversity, reducing ecosystem services essential to Höganäs Borgestad’s indirect mining and quarrying activities. | Upstream | Long |
| Biodiversity | Risk | Increased landslide risk from resource extraction may degrade habitats and reduce soil retention, causing production stoppages, raw material shortages, higher costs, and project delays. | Upstream | Long |
| Biodiversity | Risk | Emissions and contamination from mining can degrade local ecosystems, potentially leading to production halts or costly investments by mine operators, driving up raw material prices and delaying supply. | Upstream | Long |
| Biodiversity | Risk | Ecosystem degradation reducing water flow regulation - combined with extreme weather - may cause mine flooding, resulting in stoppages, shortages, higher costs, and delayed customer orders. | Upstream | Long |
| Resource use and circular economy | Potential negative impact | Dependence on critical non-renewable raw minerals may impact global reserves and access to resources. | Upstream | Long |
| Resource use and circular economy | Potential negative impact | Handling waste from refractory production can impact climate and nature. |
| Impact Description | Value chain location | Time horizon |
|---|---|---|
| Downstream Short, medium and long Opportunity Circular economy practices such as using recycled input materials in refractory products reduce emission costs and meet increasing demand for lower carbon products. | Downstream | Short, medium and long |
| Upstream and own operations Long Höganäs Borgestad can capitalize on demand for low-carbon products by taking back refractory products from customers and use them again | Upstream, own operations and downstream | Long |
| Own workforce Potential negative impact If there are inadequate HSE procedures it can lead to serious accidents and injuries. | Own operations | Short, medium and long |
| Hard physical labour can have a long-term negative impact on worker's health | Own operations | Long |
| If there is occurrence of violence and harassment it can impact on the company reputation and perception of workplace safety. | Own operations | Short, medium and long |
| If there is insufficient trade union or works council representation it can limit employee protection in negotiations | Own operations | Medium and long |
| If there is interference with union activities and there is limited time for representatives it can impact employee representation | Own operations | Medium and long |
| If there is inadequate collective bargaining it can affect workers' compensation and benefits | Own operations | Medium and long |
| Potential positive impact Training programs can make employees attractive in fields with few skilled workers. | Own operations | Short, medium and long |
| A diverse workforce enhances integration, inclusion, and diverse perspectives, benefiting team dynamics. | Own operations | Short, medium and long |
| Workers in the value chain Potential negative impact Harassment and disregard for workers' rights may occur in less regulated mining areas | Upstream | Short, medium and long |
| Child labour may occur, with higher risk in small-scale mining in areas with high poverty and weaker law enforcement. | Upstream | Short, medium and long |
| Forced labour may occur in mining and transport sectors with weak oversight. | Upstream | Short, medium and long |
| If there is inadequate clean water access in remote mining production areas it can cause health issues for workers and locals. | Upstream | Short, medium and long |
| Informal mining and transport jobs can lead to unstable employment, financial insecurity, and vulnerability to exploitation and layoffs. | Upstream | Short, medium and long |
| Limited social dialogue can marginalize workers' voices. | Upstream | Short, medium and long |
| Suppressed unionization can undermine collective bargaining and workers' rights. | Upstream | Short, medium and long |
| Affected communities Potential negative impact Mining can displace communities, disrupt livelihoods, and cause environmental degradation. | Upstream | Short, medium and long |
| Free, prior and informed consent violations in mining can cause unrest, with companies bypassing consent, displacing communities and causing environmental degradation. | Upstream | Short, medium and long |
| Governmental suppression of mining opposition may lead to violence against land and human rights defenders. | Upstream | Short, medium and long |
| Governance Potential negative impact Corruption and bribery can affect economic systems and lead to fines and criminal prosecution. | Upstream, own operations and downstream | Short, medium and long |
| Insufficient whistleblower protection can harm whistleblowers and deter incident reporting. | Own operations | Short, medium and long |
Table 1: Borgestad Group’s material impacts, risks and opportunities
Environmental information
Climate Change
Reducing greenhouse gas (GHG) emissions across Borgestad Group’s operations and value chain is a central element of the Group’s strategy. Borgestad Group, through Höganäs Borgestad, continuously pursues energy-efficient solutions and explores innovative methods for producing refractory products. Nevertheless, as indicated by the results of the double materiality assessment, the Group’s activities - both direct and indirect - have material impacts on climate change.
| Impact Description | Value chain location | Time horizon |
|---|---|---|
| Actual negative impact Direct emissions from natural gas combustion, heating, vehicles and machinery in production. | Own operations | Short, medium and long |
| Indirect emissions from electricity and district heating. | Own operations | Short, medium and long |
| Indirect emissions from mining, transportation and production of refractory traded goods | Upstream | Short, medium and long |
| Non-renewable energy consumption from natural gas in Bjuv. | Upstream and own operations | Short, medium and long |
| Potential positive impact By supplying high-quality refractory products, Höganäs Borgestad can help improve customers' energy efficiency. | Downstream | Short, medium and long |
Borgestad Group conducted a comprehensive climate risk assessment to understand physical and transition risks linked to climate change and the shift to a low-carbon economy. The assessment covered Borgestad Group’s own operations and the value chain, focusing on production sites, transport routes, and raw material sourcing, given Höganäs Borgestad’s reliance on few global suppliers. Two IPCC AR64 Intergovernmental Panel on Climate Change’s Sixth Assessment Report-based scenarios guided the analysis, reflecting both sustainable development and growing geopolitical tensions. SSP1-2.6 (Sustainable Development) was chosen as the low-emission scenario, as this was considered the most realistic pathway for a low-carbon future despite global temperatures nearing 1.5°C above pre-industrial levels. SSP3-7.0 (Regional Rivalry) served as the high-emission scenario, as it is viewed to be increasingly relevant given weakened international cooperation following events such as the COVID-19 pandemic, the war in Ukraine, and ongoing trade tensions.
Climate-related risks and opportunities were identified using the TCFD5 Task Force on Climate-related Financial Disclosures framework. A combination of benchmarking, research, and stakeholder interviews was conducted, supplemented by using Climcycle, a system-based solution for identifying site-specific hazards across short-, medium and long-term time-horizons. Following the initial identification phase, workshops were held to deepen the understanding of potential consequences and to evaluate each identified risk and opportunity in terms of likelihood and expected financial impact. Likelihood was classified as low, medium, or high, while financial magnitude was assessed as low (1–3% of EBITDA), medium (3–6% of EBITDA), or high (above 6% of EBITDA). Results show exposure to physical and transition risks in operations and upstream supply chain, plus one energy-related opportunity. Additional opportunities for recycled materials are addressed under Resource Use and Circular Economy.
| Risk or opportunity | Description | Value chain location | Time horizon |
|---|---|---|---|
| Physical risk | Heat stress can lead to water shortage and adverse working conditions causing delays in extraction of raw materials, potentially increasing raw material prices. | Upstream | Medium and long |
| Heavy rain can cause production disruptions at mining sites, potentially increase raw material prices, and cause production disruptions and/or damages to assets in the Bjuv factory. | Upstream and own operations | Medium and long | |
| Low water levels in critical areas of transportation routes can increase transportation costs and lead times. | Upstream | Long | |
| Transition risk | Carbon pricing mechanisms such as EU ETS and CBAM can increase operational costs and costs of purchased goods and services | Upstream and own operations | Medium and long |
| Increased demand for critical raw materials due to the clean energy transition can increase prices. | Upstream | Long | |
| Opportunity | Installation of solar panels at Agora Bytom can make the mall energy self-sufficient | Own operations | Long |
Policies related to climate change mitigation and adaptation
Höganäs Borgestad’s Ethical Code of Conduct indirectly addresses climate change through a general commitment to protect the environment and minimize negative impacts. Further, Höganäs Borgestad’s environmental policy emphasizes continuous improvement in resource and energy efficiency across operations. The Borgestad Group complies with all applicable national and international environmental laws and regulations and ensures that relevant emission permits are obtained. Höganäs Borgestad’s management systems are certified according to ISO 9001, ISO 14001, and ISO 45001, providing a structured framework for environmental and climate-related performance. Höganäs Borgestad’s Norwegian operations in Skien are also certified as an Eco-Lighthouse, further supporting systematic environmental management and improvement.
Practices related to climate change mitigation and adaptation
Borgestad Group does not yet have a formal transition plan for climate change mitigation. However, the Group has implemented, and will continue to implement, several measures to reduce emissions, mitigate risks, and capture opportunities related to the low-carbon transition
Energy management
In its own operations, Borgestad Group, through Höganäs Borgestad, focuses on improving energy efficiency and reducing fossil fuel use. At Höganäs Borgestad’s refractory plant in Bjuv, energy management efforts include operating the smaller, more energy-efficient kiln more frequently than the larger one, updating shutdown routines for press and crush and switching to LED lighting. Höganäs Borgestad will also explore the potential to replace diesel with HVO fuel in its vehicle fleet, and switch to electric vehicles when current vehicles have reached end-of-life. To prepare for the implementation of the revised Energy Efficiency Directive6 EU/2023/1791 in Sweden, Höganäs Borgestad is also taking a structured approach to deepen its understanding of energy consumption. Höganäs Borgestad maps areas where energy use can be measured to prioritize the most relevant metrics. This approach will enable Höganäs Borgestad to collect accurate data and identify opportunities for improvement.Within the value chain, Höganäs Borgestad works continuously to select transport suppliers that can use rail where feasible. A recent example is the transportation of refractory bricks for a large customer from Spain to Kiruna, where a significant portion of the transport is carried out by train - resulting in lower emissions compared to equivalent road transport. Höganäs Borgestad has invested in a new drying unit7 Read more in Circular Economy and Resource Use to be installed and operational in Bjuv in early 2026. This will enable Höganäs Borgestad to increase the share of recycled materials in its products as secondary materials can be dried directly onsite. As part of this initiative, Höganäs Borgestad conducted a project in 2025 to map and calculate the emission intensity8 Read more in Circular Economy and Resource Use of all products produced in Bjuv. This provides a solid foundation for assessing how material composition and rate of recycled material impact the environmental footprint of the different products.
Risk mitigation
Following the climate risk assessment, Höganäs Borgestad has integrated climate-related considerations into its supplier screening and selection processes. Höganäs Borgestad also seeks to diversify its supplier portfolio to reduce exposure to physical climate risks and strengthen overall supply chain resilience. Increasing the use of recycled materials is another key measure that mitigates vulnerability to value chain disruptions identified in the climate risk assessment. Going forward, Höganäs Borgestad will further explore additional risk mitigation measures, including broadening its supplier base, increasing storage capacity for slower-moving products, evaluating alternative raw materials for refractory production, and establishing access to credible embedded emissions data for its CBAM-related goods
Targets related to climate mitigation and adaptation
Borgestad Group has not yet implemented an overarching scienced-based emission reduction target and is not excluded from any EU reference benchmarks that are aligned with the Paris Agreement. During 2026, Höganäs Borgestad will set an absolute emission reduction target related to its scope 1 and 2 emissions, as well as transportation, and set a separate target for the emission intensity from produced products in Bjuv. Höganäs Borgestad has developed a set of targets related to its energy management plan. These targets are summarized in the table below.
| Target | Target year | Indicator | Progress |
|---|---|---|---|
| 75% of purchased freight transport to customers must be environmentally classified (EURO 5,6) | 2025 | Share of purchased freight transport to customers (%) | Achieved |
| 50% of purchased freight transport from suppliers must be environmentally classified (EURO 5,6) | 2025 | Share of purchased freight transport from suppliers (%) | Achieved |
| Höganäs Borgestad must create the conditions for interested employees to participate and contribute to the work of reducing energy use per ton of material produced each year compared to the previous year. | 2023-2026 | Share of personnel in Bjuv who have undergone internal energy efficiency training (%) | In progress |
Greenhouse gas emissions
For the 2024 and 2025 climate accounts, Borgestad Group used the SaaS platform Morescope to calculate greenhouse gas emissions. The calculations are based on a combination of primary activity data and transaction data retrieved from group accounting systems. Transaction-based emissions are calculated using an environmentally extended multi-regional input–output (EE-MRIO) model, which estimates cradle-to-gate emissions across global supply chains based on sector and geographic location. The platform ensures that emissions are calculated using either activity data or transaction data, preventing double counting. Emissions are consolidated according to the financial consolidation approach and reported in line with the GHG Protocol, covering scope 1, scope 2, and scope 3 emissions, and all gases included in the Kyoto Protocol. Conversion factors are primarily sourced from Defra (2025), EPA (2024), NVE (2024), Nowtricity (2024), and OECD datasets for transaction-based calculations.
Total emissions have increased by 2,6% from 2024 to 2025. The primary reasons for this are that gas consumption has increased for both Höganäs Borgestad AS and Höganäs Borgestad Production AB and there is improved data quality for activities such as fuel consumption, waste and business travel for most companies in the Group. Further, there have been updates and changes to the Morescope model, impacting Borgestad Group’s spend-based emissions related to purchased goods and services, capital goods and upstream leased assets. Compared to 2024, the model is now able to distinguish between operating expenses and capital expenses when transaction data is imported into Morescope, resulting in an improved allocation for emissions related to purchased goods and services, capital goods and upstream leased assets. The model can also more accurately identify the most appropriate sector for each supplier, resulting in higher emissions for some suppliers. These changes have thus resulted in a new allocation between scope 3.1, 3.2 and 3.8 and higher total emissions for the categories even though the transaction amounts have not increased from 2024 to 2025.
Scope 1 and 2
Emissions in scope 1 originate from fuel consumption in Group vehicles and stationary combustion of natural gas and LPG for production purposes. Emissions in scope 2 originate from electricity and district heating consumption in all Borgestad Group locations. 98,1% of the emissions are based on activity data.
Scope 3
9,1% of emissions in scope 3 are based on activity data, an increase from 6,6% in 2024. The main reason for this is that Höganäs Borgestad AS has collected activity data for several of the companies it purchases transportation services from, and more data will be collected 2026. Other categories that mainly consist of activity data are fuel- and energy-related activities, waste, and business travel. Borgestad Group’s largest source of emissions is related to purchased goods and services and capital goods. The Group purchases raw materials and refractory products for millions of NOK each year which results in high emissions.
| Scope 1 GHG emissions | 2024 | 2025 | Change 2024/2025 (%) |
|---|---|---|---|
| Gross Scope 1 GHG emissions (tCO2e) | 1 104 | 1 455 | 31,8 % |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) | 73,8 % | 46,3 % | |
| Scope 2 GHG emissions | |||
| Gross location-based Scope 2 GHG emissions (tCO2e) | 4 090 | 4 024 | -1,6 % |
| Gross market-based Scope 2 GHG emissions (tCO2e) | 4 978 | 5 606 | 12,6 % |
| Scope 3 GHG emissions | |||
| Total gross indirect (Scope 3) GHG emissions (tCO2e) | 21 984 | 22 412 | 1,9 % |
| 1 Purchased goods and services | 18 967 | 14 828 | -21,8 % |
| 2 Capital goods | 7 | 4 385 | 62542,9 % |
| 3 Fuel and energy-related activities (not included in Scope 1 or 2) | 1 243 | 1 347 | 8,4 % |
| 4 Upstream transportation and distribution | 1 371 | 1 060 | -22,7 % |
| 5 Waste generated in operations | 23 | 50 | 117,4 % |
| 6 Business travel | 307 | 640 | 108,5 % |
| 7 Employee commuting | No information | No information | |
| 8 Upstream leased assets | 66 | 102 | 54,5 % |
| 9 Downstream transportation and distribution | No information | No information | |
| 12 End-of-life treatment of sold products | No information | No information | |
| Total GHG emissions | |||
| Total GHG emissions (location-based) (tCO2e) | 27 178 | 27 891 | 2,6 % |
| Total GHG emissions (market-based) (tCO2e) | 28 066 | 29 473 | 5,0 % |
Table 2: Climate account 2024-2025
Relevant categories not included in the climate account
For the scope 3 categories where Borgestad Group has emission activities, but no transactions or activity data have been retrieved due to lack of data availability, the Group will work to make solid estimates in coming reporting periods to ensure a more complete climate account.
GHG intensity
Table 3 shows Borgestad Group’s GHG emission intensity based on total emissions per turnover. The reasons for the increase from 2024 to 2024 are that emissions have slightly increased while the turnover is reduced by approx. 3,7%.
| GHG intensity per turnover | 2024 | 2025 | Change 2024/2025 (%) |
|---|---|---|---|
| Total GHG emissions (location-based) per turnover (tCO2e/tNOK) | 23,25 | 24,77 | 6,5 % |
| Total GHG emissions (market-based) per turnover (tCO2e/tNOK) | 24,01 | 26,18 | 9,0 % |
Table 3: Energy intensity 2024-2025
Energy consumption
Table 4 shows the consumption of different energy sources originating from Borgestad Group’s direct scope 1 and indirect scope 2 energy-related activities in 2024 and 2025. Electricity consumption per energy source is calculated based on the location-based grid mixes in the different countries where Borgestad Group operates. The increase in energy consumption is the result of increased activity from 2024 to 2025.
| Energy consumption and mix | 2024 | 2025 | Change 2024/2025 (%) |
|---|---|---|---|
| Fuel consumption from coal and coal products (MWh) | - | - | - |
| Fuel consumption from crude oil and petroleum products (MWh) | 2 063 | 2 445 | 18,5 % |
| Fuel consumption from natural gas (MWh) | 2 730 | 3 555 | 30,2 % |
| Fuel consumption from other fossil sources (MWh) | - | - | - |
| Consumption of purchased or acquired electricity, heat, steam and cooling from fossil sources (MWh) | 4 406 | 4 339 | -1,5 % |
| Total fossil energy consumption (MWh) | 9 199 | 10 339 | 12,4 % |
| Share of fossil sources in total energy consumption | 55 % | 55 % | |
| Consumption from nuclear sources (MWh) | 1 029 | 1 126 | 9,4 % |
| Share of consumption from nuclear sources in total energy consumption (%) | 6 % | 6 % | |
| Fuel consumption from renewable sources (MWh) | 305 | 350 | 14,7 % |
| Consumption of purchased or acquired electricity, heat, steam and cooling from renewable sources (MWh) | 6 183 | 6 946 | 12,3 % |
| Consumption of self-generated non-fuel renewable energy (MWh) | 59 | 94 | 59,3 % |
| Total renewable energy consumption (MWh) | 6 547 | 73 90 | 12,9 % |
| Share of renewable sources in total energy consumption (%) | 39 % | 39 % | |
| Total energy consumption (MWh) | 16 774 | 18 854 | 12,4 % |
Table 4: Energy# consumption and mix 2024-2025
Biodiversity and ecosystems
During the first half of 2025, Borgestad Group conducted its first nature risk assessment following the LEAP (Locate, Evaluate, Assess, Prepare) approach recommended by the TNFD9 Taskforce on Nature-related Financial Disclosures. The results indicate that the Group, through Höganäs Borgestad, has potential negative impacts on nature and biodiversity, is dependent on ecosystem services and is exposed to nature-related risks.
| Impact, risk or opportunity | Description | Value chain location | Time horizon |
|---|---|---|---|
| Potential negative impact | Mining emits non-GHG air pollutants that can harm ecosystems, damage soil and plants, and potentially harm animals. | Upstream | Long |
| Potential negative impact | Mining operations release toxic pollutants that can contaminate soil and water, degrading ecosystems and harming biodiversity and wildlife. | Upstream | Long |
| Potential negative impact | Sourcing refractory raw materials can negatively affect nature and biodiversity, reducing ecosystem services essential to Borgestad’s mining and quarrying activities | Upstream | Long |
| Risk | Increased landslide risk from resource extraction may degrade habitats and reduce soil retention, causing production stoppages, raw material shortages, higher costs, and project delays. | Upstream | Long |
| Risk | Emissions and contamination from mining can degrade local ecosystems, potentially leading to production halts or costly investments by mine operators, driving up raw material prices and delaying supply. | Upstream | Long |
| Risk | Ecosystem degradation reducing water flow regulation - combined with extreme weather - may cause mine flooding, resulting in stoppages, shortages, higher costs, and delayed customer orders. | Upstream | Long |
The LEAP approach provided the Group with a structured framework to identify, assess and respond to nature-related issues. The focus of the assessment was on the Locate, Evaluate and Assess phases. The Prepare phase is still in development as Höganäs Borgestad is yet to develop clear actions, targets and KPIs for nature and biodiversity.
Locate – Identify interfaces with nature
Borgestad Group started the assessment by mapping business activities across the value chain to identify activities with significant impact or dependency on nature using the ENCORE tool developed by Global Canopy and the UN Environment Programme. Further, the Group prioritized geographies and activities. The outcome provided a clear scope of priority locations and activities for further analysis.
Evaluate – Understand dependencies and impacts
In the Evaluate phase, each of the impacts and dependencies for the prioritized activities were measured using a set of quantitative indicators and thresholds. The indicators used were retrieved from open sources such as WWF’s Water and Biodiversity Risk Filters and through additional desktop research where relevant indicators were not available. The outcome was a quantitative rating of impacts, dependencies and geographic locations, where the material impacts and dependencies were used as input for the Assess phase.
Assess – Identify risks and opportunities
Building on the prior phase, Borgestad Group assessed how the material impacts and dependencies translate into risks and opportunities. As recommended by TNFD, the Group used two scenarios to understand potential future states. The Group decided to explore the Ahead of the game and Sand in the gears scenarios as they are sufficiently diverse and are comparable to the climate scenarios used in the climate risk assessment. Through interviews, workshops and desktop research, a long list of nature-related risks and opportunities was identified. Each nature-related issue was scored across likelihood and financial magnitude, and the outcome of the assessment was a shortlist of material risks that could significantly affect Borgestad Group’s, through Höganäs Borgestad, business performance.
Policies, practices and targets related to biodiversity
Höganäs Borgestad is in the early stages of developing a structured approach to biodiversity. A key finding is that nature-related risks largely overlap with climate risks, especially regarding raw material production stoppages relevant to Höganäs Borgestad. Measures already in place, such as integrating climate considerations into supplier screening, will consequently also help mitigate nature-related risks. Borgestad Group aims to strengthen governance on nature by continuing to develop supplier policies, especially for raw material producers. Over time, this will include integrating nature-related considerations into procurement requirements and establishing more formalized practices and targets to manage biodiversity-related risks and opportunities.
Sites in or near biodiversity-sensitive areas
Borgestad Group has screened all sites owned, leased or managed through the World Database on Protected Areas to identify any sites located in or near biodiversity-sensitive areas. As per VSME, near is defined as an area that is (partially) overlapping or adjacent to a biodiversity sensitive area. Höganäs Borgestad’s warehouse in Luleå, measuring 0,2 hectares, is located adjacent to the Kallaxheden Nature Reserve, which is a forest area with rich wildlife. No other sites are located in or near biodiversity-sensitive areas as defined by the World Database on Protected Areas.
Resource use and circular economy
Borgestad Group, though Höganäs Borgestad, has identified negative impacts from upstream extraction of non-renewable raw materials and downstream waste handling. At the same time, opportunities exist to reduce emission costs and capitalizing the demand for low-carbon products.
| Impact, risk or opportunity | Description | Value chain location | Time horizon |
|---|---|---|---|
| Potential negative impact | Dependence on critical non-renewable raw minerals may impact global reserves and access to resources. | Upstream | Long |
| Potential negative impact | Handling waste from refractory production can impact climate and nature. | Downstream | Short, medium and long |
| Opportunity | Circular economy practices such as using recycled input materials in refractory products reduce emission costs and meet increasing demand for lower carbon products. | Upstream and own operations | Long |
| Opportunity | Borgestad can capitalize on demand for low-carbon products by taking back refractory products from customers and use them again | Upstream, own operations and downstream | Long |
Policies related to resource use and circular economy
Höganäs Borgestad’s Ethical Code of Conduct addresses resource use and circular economy indirectly through a general commitment to protect the environment and reduce negative impacts. The environmental policy further states that Höganäs Borgestad work continuously with increasing resource efficiency.
Practices related to resource use and circular economy
Borgestad Group, through Höganäs Borgestad, has developed three key actions intended to manage negative impacts related to resource use and circular economy whilst capitalizing on the identified opportunities. These actions will contribute to decreasing dependency on non-renewable raw materials, reduce waste and take advantage of market demand for environmentally friendly products.
Develop recycled products
Höganäs Borgestad aims to develop a range of products based on recycled materials to meet growing customer demand. This effort will refine existing products to meet the high standards of virgin-material alternatives, which are often prequalified and trusted. In 2025, Höganäs Borgestad invested in a new drying unit that significantly improves the ability to reuse and recycle materials in production, thereby supporting its mission to develop a range of products based on recycled materials. Previously, Höganäs Borgestad relied on sourcing pre-dried materials from external suppliers, which limited flexibility and increased dependency on third parties. With the new installation, Höganäs Borgestad can process and dry materials internally, thereby broadening access to a wider range of recycled inputs and reducing exposure to market fluctuations in the availability of recycled materials. This investment delivers both environmental and economic benefits. By facilitating greater integration of recycled materials into production, Höganäs Borgestad reduces its dependence on virgin resources, contributing to a lower carbon footprint and improved resource efficiency. At the same time, internal drying capabilities help reduce costs and strengthen resilience in a market where demand for recycled materials continues to grow. Furthermore, companies that supply materials for recycling through Höganäs Borgestad will benefit from reduced Scope 3 emissions, reinforcing shared sustainability objectives across the value chain.
Norsk ildfast Gjenvinning
As a further step in increasing Höganäs Borgestad’s focus on circular production, Höganäs Borgestad acquired Norsk Ildfast Gjenvinning - a company with over 30 years of experience in recycling refractory materials. The company is located in Mo i Rana, Norway, and will strengthen Höganäs Borgestad’s opportunities for improving the lifecycle impact of its products. With Norsk Ildfast Gjenvinning’s well-established setup, Höganäs Borgestad gains the capability to recycle short-travelled refractory materials in the northern parts of the Nordic. This will bring Höganäs Borgestad closer to achieving its sustainability goals and strengthen its circular offering.
Mapping of product composition
In 2025, Höganäs Borgestad launched a project to map the environmental footprint of its products by analysing material composition and related emissions. This includes detailed data on raw materials, transportation, and manufacturing processes, supplemented by third-party databases where supplier data is unavailable. By applying this mapping to all raw materials over one metric ton per product, and kiln-processed products, the company gains precise climate data at the product level.These insights open opportunities to redesign products for greater circularity, such as substituting virgin materials with recycled alternatives, optimizing material compositions to reduce emissions, and improving durability for extended product life. Over time, this supports principles like resource efficiency, waste reduction, and closed-loop material flows. At the same time, this knowledge strengthens Höganäs Borgestad’s competitiveness in a market driven by transparency and sustainability, guiding strategic decisions, reinforcing its position in the circular economy, and meeting growing stakeholder expectations for climate accountability.
Partnerships for recycled materials
Höganäs Borgestad targets the establishment of multiple small scale production facilities for recycled products, strategically located at or near customer facilities to minimize transportation costs and environmental impact. These units, especially requested by several steel industry players, will handle specific volumes and product ranges, supported by the main production site. This approach offers low investment with solid returns and potential for installation services. Höganäs Borgestad will continue targeting new partnerships in 2026 and 2027.
Targets related to resource use and circular economy
| Target | Target year | Indicator |
|---|---|---|
| 10% of recycled materials in production | 2030 | Share of recycled materials in production |
Aligned with growing market demand for environmentally responsible products, Borgestad Group, through Höganäs Borgestad, is committed to increase its share of recycled materials in production. Per 2025, Höganäs Borgestad has achieved approximately 7,5 percent of recycled materials in production. Reusing materials not only supports sustainability but can also be more cost-efficient, provided the recycled materials maintain the necessary product quality. This strategy offers both environmental and economic benefits, reinforcing Borgestad Group’s commitment to the circular economy while meeting customer expectations and regulatory pressures.
Resource inflows
Höganäs Borgestad’s own operations and upstream value chain utilise various resources, including raw materials essential for the refractory production processes. Höganäs Borgestad primarily uses andalusite, bauxite, mullite, chamotte and clay in its production process. The inflow of these materials is listed in table 5. The table does not include finished products for refractory operations or other types of products.
| Resource category | Total weight (tonnes) |
|---|---|
| Total | 11 112 |
| Technical materials | 5 867 |
| Andalusite | 984 |
| Bauxite | 1 539 |
| Mullite | 1 311 |
| Chamotte | 1 497 |
| Clay | 536 |
| Biological material | 228 |
| Recycled Material | 833 |
Table 5: Resource inflow 2025
Of the 228 tonnes of biological materials used during the reporting period, Höganäs Borgestad sourced 213 tonnes - corresponding to 93,4 percent - from verified sustainable sources. All wooden pallets used for manufactured products are procured in accordance with recognized international forestry standards, including the Programme for the Endorsement of Forest Certification (PEFC) and the Forest Stewardship Council (FSC).
Resource outflows
Borgestad Group, through Höganäs Borgestad, produces refractory products, including refractory bricks which can be recycled. The process of recycling refractory bricks involves sorting and cleaning, crushing and grinding, stabilization and passivation, and processing to final specifications. The recycled material can be used in refractory monolithic and bricks. In the design of refractory products, durability, longer product life and increased use of recycled raw materials are in focus. For refractory bricks, efforts also target lowering firing temperatures and reducing energy consumption in production Refractory products cannot be repaired, but the design of the refractory lining and the quality used can make the lining last longer. Reducing the wear of the refractory lining reduces the need for changing it, which in turn results in a decrease in raw materials consumed.
Waste
For 2025, Borgestad Group collected waste management data reports for operations in Bjuv, Skien, Mosjøen, Tampere, Rajamäki, Trollhättan, Gävle, Luleå and Agora Bytom. Some waste management companies provide information about waste treatment, while for others, the Group has made assumption about the waste treatment methods. Table 6 outlines the types of waste generated, along with details on diversion, recovery operations, and disposal methods, highlighting both hazardous and non-hazardous waste categories. The waste directed to disposal is mostly for energy recovery.
| Total (tonnes) | Hazardous | Non-hazardous |
|---|---|---|
| Total waste generated | 1 042,79 | 25,32 |
| Diverted to recycle or reuse | 595,56 | 0,82 |
| Preparation for reuse | - | - |
| Recycling | 595,56 | 0,82 |
| Directed to disposal | 447,23 | 24,49 |
Table 6
Social information
Own workforce
The people of Borgestad Group are the foundation of the Group’s success and the ones who deliver on customer promises. Borgestad Group’s ambition is to ensure that people thrive at work by providing a safe and inspiring workplace. This is underpinned by a commitment to respecting human rights and labour rights. Borgestad Group employs hundreds of people across Europe. The team includes office-based professionals, and production and installation workers. In addition to own employees, the Group also relies on an extended workforce of third-party contracted labour who are not directly employed by Borgestad Group but work on installation projects.
| Impact, risk or opportunity | Description | Value chain location | Time horizon |
|---|---|---|---|
| Potential negative impact | If there are inadequate HSE procedures it can lead to serious accidents and injuries. | Own operations | Short, medium and long |
| Potential negative impact | Hard physical labour can have a long-term negative impact on worker's health | Own operations | Long |
| Potential negative impact | If there is occurrence of violence and harassment it can impact on the company reputation and perception of workplace safety. | Own operations | Short, medium and long |
| Potential negative impact | If there is insufficient trade union or works council representation it can limit employee protection in negotiations | Own operations | Medium and long |
| Potential negative impact | If there is interference with union activities and there is limited time for representatives it can impact employee representation | Own operations | Medium and long |
| Potential negative impact | If there is inadequate collective bargaining it can affect workers' compensation and benefits | Own operations | Medium and long |
| Potential positive impact | Training programs can make employees attractive in fields with few skilled workers. | Own operations | Short, medium and long |
| Potential positive impact | A diverse workforce enhances integration, inclusion, and diverse perspectives, benefiting team dynamics. | Own operations | Short, medium and long |
Policies related to own workforce
Höganäs Borgestad’s Ethical Code of Conduct specifies relevant human and labour rights. It upholds the principles of the UN’s Universal Declaration of Human Rights and the ILO Convention relating to child labour, freely chosen employment, freedom of association and working time, wages, and benefits. The objective of the Ethical Code of Conduct is to provide a safe, fair, and inclusive working environment free from any form of discrimination and abuse and to support employees to develop their potential. Borgestad Group shall comply with the highest standards and laws related to human rights and health and safety in the countries where the Group operates.
Practices related to own workforce
Borgestad Group has developed three actions which aim to manage the Group’s material impacts on its own workforce. Strict safety measures as well as internal training are put in place to reduce the chance and severity of accidents at Group sites, and the Höganäs Borgestad has implemented targeted actions to reduce overall sick leave. Höganäs Borgestad has further identified a need to strengthen its HR governance, and through 2025 the Höganäs Borgestad has continued its assessment of appropriate solutions. No timeline has been set for appointing HR lead, and different options are still being explored. A collaboration with an HR consultant is in place in Norway, and similar support is being considered for the Swedish operations. The long-term goal is to ensure adequate HR capacity aligned with organizational needs.
Accident prevention
There are injury and accident risks related to Höganäs Borgestad’s production and installation operations. The preventive work is structured and carried out by the management, administration, and workers in cooperation with trade unions and regulatory authorities. At Höganäs Borgestad, safety rounds and internal courses are held throughout the year, and employees are responsible for following safety regulations and minimizing the risk of injuries to themselves and their colleagues. Any risks identified must be reported. Höganäs Borgestad also operates in an industry where physical overload and subsequent wear-and-tear injuries are a risk. In the event of injuries, employees receive follow-up with a doctor and physiotherapy. The manager responsible follows up with the employees in accordance with standards and requirements from the relevant authority.
Reduce sick leave
From 2024 onwards, Höganäs Borgestad initiated targeted efforts to reduce sick leave, particularly in areas with historically high absence rates. Actions included closer collaboration with public health services, improved follow-up of affected employees, and increased use of adapted work agreements. These measures have contributed to a downward trend in overall sick leave. Additionally, Höganäs Borgestad facilities accommodations for employees with long-term health challenges.
Whistleblower channel
Borgestad Group has a channel for raising concerns through Höganäs Borgestad’s independent whistle-blower channel that is available for own workers and external stakeholders. When a concern is raised through the whistle-blower channel, the whistle-blower can stay anonymous.The concern is sent to the CEO for handling and is further reported to the chairman of the board.
Targets related to own workforce
Target 2025 ≤ 3 % sick leave rate 3,1 % Sick leave rates saw a significant rise during the COVID-19 pandemic and have yet to return to pre-pandemic levels. In 2023, the sick leave rate was 6,0 percent, whereas in 2019, the last year before the pandemic, the sick leave rate was 2,1 percent. As a result of targeted efforts to reduce sick leave, Höganäs Borgestad is experiencing a downward trend and is on track to stabilize sick leave rates at approximately 3 percent.
Ensure zero injuries
Borgestad Group is committed to ensuring zero workplace injuries. The number of injuries recorded has remained stable in recent years, with six injuries with absence, none of which defined as serious incidents, recorded in Norway, Sweden and Finland in 2025.
Characteristics of own workforce
The majority of the Borgestad Group’s employees are in Sweden, with smaller operations in Norway, Finland and Poland as well as an office in Malaysia which is currently undergoing dissolution proceedings. The Group employs significantly more men than women, and this is common in the refractory industry. All metrics related to number of employees are compiled on a head-count basis unless otherwise stated.
| Gender | 2024 Number of employees (headcount) | 2025 Number of employees (headcount) |
|---|---|---|
| Male | 563 | 537 |
| Female | 82 | 71 |
| Total | 645 | 608 |
Table 7: Employee headcount by gender
| Country | 2024 Number of employees (headcount) | 2025 Number of employees (headcount) |
|---|---|---|
| Norway | 138 | 162 |
| Sweden | 397 | 359 |
| Finland | 76 | 67 |
| Poland | 24 | 20 |
| Malaysia | 10 | N/A |
Table 8: Employee headcount by country
| Type of contract | 2024 Number of employees (headcount) | 2025 Number of employees (headcount) |
|---|---|---|
| Permanent employees | 324 | 314,75 |
| Temporary employees | 112 | 293,25 |
| Non-guaranteed hours employees | 209 | 276,25 |
| Full-time employees | 267 | 294,75 |
| Part-time employees | 378 | 37 |
| Total employees | 645 | 608 |
Table 9: Employee headcount by contract type
In 2025, 47 permanent employees left the Group, representing a turnover rate of 14,9 percent.
Health and safety
Borgestad Group, through Höganäs Borgestad, has identified potential negative impacts where inadequate HSE procedures can lead to serious accidents and injuries and hard physical labour can impact workers’ health. For 2025, Höganäs Borgestad has collected data from its operations in Norway, Sweden and Finland which accounts for the majority of the Borgestad Group’s employees. A total of six work-related injuries with absence, accounting for 1,01 injuries per 100 employees, were recorded in 2025. No work-related fatalities were recorded. The table below illustrates the complete statistics, with comparative numbers from 2024.
| Health and safety | Total 2024 | Total 2025 |
|---|---|---|
| Number of fatalities as a result of work-related injuries and work-related ill health | 0 | 0 |
| Number of recordable work-related injuries with absence | 8 | 6 |
| Rate of recordable work-related injuries with absence per 100 full-time workers per year | 3,5 | 1,01 |
| Number of days lost to work-related injuries and fatalities from work-related accidents and work-related ill health | 85* | 53 |
Table 10: Health and safety metrics
*Only data from Norway available
Collective bargaining
In 2025, approximately 75 percent of Borgestad Group’s total workforce were covered by a collective bargaining agreement. The table below illustrates the split between the Group’s employees across countries. Comparative figures for 2024 cannot be disclosed due to incomplete historical numbers. The Borgestad Group will start reporting comparative figures from 2025 onwards.
| Country | 2025 Coverage of collective bargaining (percent) |
|---|---|
| Norway | 41 |
| Sweden | 99 |
| Finland | 100 |
| Poland | 0 |
Table 11: Collective bargaining coverage across countries
Training
Höganäs Borgestad employees, both workers and non-employee workers, go through different trainings and certifications related to refractory production and installations. Many customers set strict certification requirements for installation workers to be allowed on the premises. For Höganäs Borgestad to provide such projects to customers, it must ensure that the project employees receive the necessary training and certification before project start up. The more training and certifications the employees have, the more attractive they are for other installation projects in a market where the supply of refractory installation workers is limited.
In 2025, Borgestad Group improved its processes for tracking and monitoring metrics for training and skills development across the Group. During the reporting period, female employees completed an average of 6,7 hours of training, while male employees completed an average of 0,95 hours of training. Borgestad Group’s overall average training hours per employee is 1,6 hours of training.
Human rights
Höganäs Borgestad has an Ethical Code of Conduct which covers child labour, forced labour and human trafficking, but does not explicitly cover discrimination or accident prevention. A whistle-blower channel is available for reporting breaches of the Ethical Code of Conduct. However, there were no confirmed incidents of child labour, forced labour, human trafficking, discrimination, or harassment recorded in 2025 and Borgestad Group did not receive any fines or penalties for human rights incidents during the reporting period. Borgestad Group is not aware of confirmed human rights incidents involving workers in the value chain, affected communities, consumers or end-users.
Workers in the value chain
Borgestad Group’s value chain includes mining and extraction of raw materials such as bauxite, andalusite and chamotte, manufacturing of refractory traded goods, road and sea transportation, support functions such as maintenance, cleaning and IT, refractory production, installations and repairs, real estate activities and waste management. Through its double materiality assessment, supplemented by ongoing due diligence processes, Borgestad Group has identified potential negative impacts on value chain workers. These impacts especially relate to vulnerable groups like migrant workers, women, young workers and minorities.
| Impact, risk or opportunity | Description | Value chain location | Time horizon |
|---|---|---|---|
| Potential negative impact | Harassment and disregard for workers' rights may occur in less regulated mining areas | Upstream | Short, medium and long |
| Child labour may occur, with higher risk in small-scale mining in areas with high poverty and weaker law enforcement. | Upstream | Short, medium and long | |
| Forced labour may occur in mining and transport sectors with weak oversight. | Upstream | Short, medium and long | |
| If there is inadequate clean water access in remote mining production areas, it can cause health issues for workers and locals. | Upstream | Short, medium and long | |
| Informal mining and transport jobs can lead to unstable employment, financial insecurity, and vulnerability to exploitation and layoffs. | Upstream | Short, medium and long | |
| Limited social dialogue can marginalize workers' voices. | Upstream | Short, medium and long | |
| Suppressed unionization can undermine collective bargaining and workers' rights. | Upstream | Short, medium and long |
Policies related to workers in the value chain
As reflected in Höganäs Borgestad’s Ethical Code of Conduct, suppliers shall have high integrity and ethical conduct in all aspects of its business. This includes identifying, preventing, mitigating, and accounting for adverse environmental, human rights and governance impacts in own operations. In Borgestad Group’s business endeavour’s, the Group strives to uphold the UN’s Universal Declaration of Human Rights. This includes treating employees fairly, with dignity and respect, and avoiding causing or contributing to abuse of human and labour rights. Suppliers must work to prevent child labour and forced labour, respect employees’ freedom of association, and comply with relevant legal requirements for working time, wages and benefits. Suppliers shall further make adequate provision for the health and safety of their employees. Any minerals supplied to Höganäs Borgestad shall not directly or indirectly contribute to conflicts or human rights violations, and suppliers shall ensure that products supplied to Höganäs Borgestad do not contain minerals originating from Conflict Affected and High-Risk Areas (CAHRAs) that directly or indirectly finance or benefit armed groups and cause or foster human rights abuses.
Practices related to workers in the value chain
For several years, Borgestad Group has been following the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct to integrate due diligence into procurement and to guide risk assessments of Group activities. Through a risk-based approach, suppliers operating in high-impact or risk areas are prioritized. Such prioritization allows Borgestad Group to implement mitigating actions where they have the most effect. This supports the Group’s commitment to responsible business practices and sustainable growth. Through Höganäs Borgestad, Borgestad Group operates in a sector dependent on raw materials extracted from mines in e.g. South America, South Africa, China and other areas in southern Asia. Through these activities, the Group is exposed to several human rights risks throughout its value chain. Höganäs Borgestad, and the rest of the refractory industry, are dependent on this supply chain and a market dominated by few actors. For certain raw materials in particular, the industry has limited alternatives to choose from. Therefore, it is a key priority for Höganäs Borgestad to uphold the continuous work of obtaining additional documentation from suppliers and partners to ensure that informed decisions are made with regard to responsible purchasing practices.When Höganäs Borgestad assesses whether to engage a new supplier, the process begins with an assessment of the relevant raw materials to ensure that the supplier can provide Höganäs Borgestad with qualified material. In this initial phase, Höganäs Borgestad focuses on the broader context in which the suppliers operate, considering geopolitical and strategic factors such as political stability, potential trade conflicts, tariffs, transportation routes and climate risk. Availability of raw materials and ease of access are also key considerations. Once a supplier passes the initial screening, Höganäs Borgestad collects more detailed information through a supplier questionnaire. This questionnaire includes confirmation of ISO-certifications and other standards related to workforce practices. Suppliers must also commit to Höganäs Borgestad Supplier Code of Conduct or provide an equivalent policy that meets the same requirements. The supplier must also consent to audits by Höganäs Borgestad or third-party. Höganäs Borgestad continues its risk management processes after onboarding suppliers by logging any deviations for each supplier. These observations feed into an annual review process, where each supplier is evaluated to determine whether to prolong the relationship. Corrective actions are implemented whenever non-conformities are identified, ensuring that suppliers align with Höganäs Borgestad’s standards for reliability, sustainability, and ethical practices. Through 2025, Höganäs Borgestad has executed two supplier audits in Italy to follow up on their responses to the Supplier Questionnaire. No remarks or deviations were identified through the audit. Höganäs Borgestad is planning a similar audit for one Spanish raw material supplier in 2026. In line with the Höganäs Borgestad’s commitment to uphold the highest standards of ethical conduct and integrity across operations and supply chains, open communication regarding compliance with the Supplier Code of Conduct and the Ethical Code of Conduct is encouraged, and any concerns can be raised through Höganäs Borgestad’s whistleblower channel. To further ensure supply chain transparency for own operations, Höganäs Borgestad reports to the sustainability reporting Company Ecovadis and was awarded a silver rating in 2025.
Targets related to workers in the value chain
| Target | Target year | Indicator |
|---|---|---|
| Investigate high-risk suppliers’ systems for following up Borgestad’s Supplier Code of Conduct | 2027 | Governance information |
Borgestad Group operates in a complex environment that relies on global supply chains and has identified material potential negative impacts related to corruption and bribery through the double materiality assessment. The Group works to ensure compliance with relevant laws, regulations, and responsible business conduct, with a heightened focus in countries and jurisdictions with greater exposure to ethical business and human rights breaches.
| Impact, risk or opportunity | Description | Value chain location | Time horizon |
|---|---|---|---|
| Corruption and bribery | Can affect economic systems and lead to fines and criminal prosecution. | Upstream, own operations and downstream | Short, medium and long |
| Insufficient whistleblower protection | Can harm whistleblowers and deter incident reporting. | Own operations | Short, medium and long |
Policies related to governance
Borgestad Group is committed to the highest standards of ethical conduct and integrity. This commitment is embodied in Höganäs Borgestad’s Ethical Code of Conduct, which applies to all employees and Board of Directors. The business operations adhere to applicable laws and regulations, and they are underpinned by a dedication to ethical, sustainable, and socially responsible practices.
Practices related to corruption and bribery
Borgestad Group’s actions related to governance are intended to manage its potential negative impacts. These particularly focus on measures to avoid incidents of corruption and bribery, as well as ensuring sufficient whistleblower protection. Trainings and controls have been implemented to prevent and detect corruption and bribery throughout Group operations. Every individual representing Borgestad Group is entrusted with the responsibility to ensure that their actions are in full compliance with both legal standards and internal ethical requirements as detailed in the Ethical Code of Conduct. Non-compliance is treated as a serious violation and disciplinary matter. Borgestad Group, through Höganäs Borgestad, relies on several suppliers of critical raw materials, many of whom operate in countries where the risk of corruption and bribery incidents is high. Höganäs Borgestad has a whistle-blower channel, and all employees have a right and duty to report any violations of the principles of the Ethical Code of Conduct. Employees are encouraged to express concerns or draw attention to actions with possible ethical implications.
Targets related to corruption and bribery
Borgestad Group has zero tolerance for any form of corruption and bribery, without exception, and there were no such incidents reported during 2025.
Transparacy Act: Transparancy Act
Borgestad ASA’s Transparency Act statement for 2025 will be published on www.borgestad.no on April 30, 2026.
Lysaker, April 29, 2026
Board of Directors, Borgestad ASA
Glen Ole Rødland (Chairman)
Helene Bryde Steen (Board Member)
Jacob Andreas Møller (Board Member)
Wenche Kjølås (Board Member)
Jan Erik Sivertsen (Board Member)
Pål Feen Larsen (CEO)
The document is electronically signed
Consolidated financial statements
Consolidated statement of income (NOK 1 000)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Revenue | 3,4 | 1 105 704 | 1 140 253 |
| Other income | 4 | 20 269 | 29 175 |
| Total revenue and other income | 3,4 | 1 125 972 | 1 169 428 |
| Materials, supplies and subcontracting | 3,15 | 504 079 | 528 946 |
| Salary and personnel expenses | 5,6 | 390 477 | 394 855 |
| Other expenses | 5 | 124 127 | 106 558 |
| Depreciation and amortisation | 12,13 | 39 827 | 34 733 |
| Impairment of non-current assets | 10 | 14 857 | - |
| Operating cost and expenses | 1 073 366 | 1 065 092 | |
| Operating income/(loss) | 52 606 | 104 336 | |
| Finance income | 7 | 9 138 | 12 190 |
| Finance cost | 7 | 37 872 | 34 241 |
| Net financial items | -28 733 | -22 051 | |
| Profit before tax | 23 873 | 82 285 | |
| Income tax | 8 | 3 538 | 20 521 |
| Profit/(loss) for the year | 20 335 | 61 764 | |
| Allocated as follows: | |||
| Attributable to the shareholders of the company | 15 310 | 45 229 | |
| Attributable to non-controlling interests | 5 024 | 16 535 | |
| Basic and diluted earnings per share | 9 | 0,44 | 1,29 |
Consolidated statement of comprehensive income (NOK 1 000)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Profit/(loss) for the year | 20 335 | 61 764 | |
| Other income and expenses that will not be reclassified to profit: | |||
| Net actuarial gain/(loss) on defined benefit pension plans net of tax | -1 136 | -664 | |
| Other income and expenses that may be reclassified to profit or loss: | |||
| Translation differences | 13 591 | 18 403 | |
| Change in fair value of cash flow hedging net of tax | 2 453 | -13 178 | |
| Change in other equity transactions | -42 | - | |
| Net other comprehensive income | 14 866 | 4 560 | |
| Total comprehensive income for the year | 35 201 | 66 325 | |
| Attributable to the shareholders of the company | 40 121 | 48 610 | |
| Attributable to non-controlling interests | -4 920 | 17 714 |
Consolidated statement of financial position (NOK 1 000)
| Assets | Note | 31.12.2025 | 31.12.2024 |
|---|---|---|---|
| Investment property | 10,12 | 726 858 | 729 553 |
| Land, buildings and asset under construction | 12 | 17 526 | 12 502 |
| Fixtures, plant, machinery and vehicles | 12 | 46 563 | 42 667 |
| License, trade marks and similar rights | 12 | 11 305 | 26 032 |
| Right-of-use assets | 13 | 40 668 | 35 751 |
| Goodwill | 14 | 110 785 | 90 082 |
| Other financial assets | 5 | 330 | 6 248 |
| Deferred tax asset | 8 | 15 590 | 8 941 |
| Total non-current assets | 974 626 | 951 777 | |
| Inventories | 15 | 138 061 | 126 254 |
| Receivables and contract assets | 19 | 186 801 | 150 399 |
| Cash and cash equivalents | 16 | 152 576 | 220 462 |
| Total current assets | 477 439 | 497 115 | |
| Non-current assets classified as held for sale | 11 | 14 786 | 13 907 |
| Total assets | 1 466 851 | 1 462 799 |
| Equity and liabilities | Note | 31.12.2025 | 31.12.2024 |
|---|---|---|---|
| Shareholders’ equity | 17 | 715 139 | 728 831 |
| Non-controlling interest | 17 | 87 770 | 80 202 |
| Total equity | 802 909 | 809 032 | |
| Interest-bearing debt | 18,20 | 339 416 | 343 600 |
| Other non-current liabilities | 18,20 | 17 533 | 10 713 |
| Lease liability | 13 | 30 475 | 24 730 |
| Pension liabilities | 6 | 6 506 | 5 813 |
| Deferred tax | 8 | - | 8 288 |
| Total non-current liabilities | 393 930 | 393 144 | |
| Interest-bearing debt | 18,20 | 60 047 | 51 900 |
| Lease liability | 13 | 15 738 | 16 986 |
| Bank overdraft | 16,18 | 11 835 | - |
| Trade payables | 20 | 55 471 | 68 489 |
| Liabilities for current tax | 8 | 7 151 | 11 928 |
| Public duties payable | 20 | 29 038 | 28 991 |
| Other short-term liabilities | 20,22 | 90 733 | 82 330 |
| Total current liabilities | 270 012 | 260 623 | |
| Total equity and liabilities | 1 466 851 | 1 462 799 |
Lysaker, April 29, 2026
Board of Directors, Borgestad ASA
Glen Ole Rødland (Chairman)
Helene Bryde Steen (Board Member)
Jacob Andreas Møller (Board Member)
Wenche Kjølås (Board Member)
Jan Erik Sivertsen (Board Member)
Pål Feen Larsen (CEO)
Consolidated statement of cash flows (NOK 1 000)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Profit before taxes and minority interest | 23 873 | 82 285 | |
| Income taxes paid | -4 755 | -12 147 | |
| Depreciation and amortisation | 12,13 | 39 827 | 34 733 |
| Impairment of non-current assets | 12 | 14 857 | - |
| Sales loss/(gain) non-current assets | -25 | -5 484 | |
| Change in short term receivables, liabilities and inventories | -39 999 | 49 914 | |
| Cash flow from operating activities | 33 778 | 149 301 | |
| Investment in fixed tangible and intangible assets | 12 | -23 332 | -12 220 |
| Investments in shares | -26 028 | -13 194 | |
| Sale of fixed assets | 192 | 6 079 | |
| Cash flow from investment activities | -49 168 | -19 335 | |
| Proceeds from borrowings | 14 | 997 | - |
| Repayment of borrowings | 18 | -16 290 | -17 161 |
| Dividend paid to equity holders of the parent | -28 050 | - | |
| Dividend paid to minority interests | -13 274 | - | |
| Net change bank overdraft | 18 | 11 835 | -24 098 |
| Payment of lease liabilities | 13 | -21 715 | -20 933 |
| Cash flow from financial activities | -52 496 | -62 192 | |
| Net cash flow this year | -67 886 | 67 774 | |
| Liquidity at beginning of the period | 220 462 | 152 688 | |
| Liquidity at the end of the period | 16 | 152 576 | 220 462 |
| Share capital | Share premium reserve | Other paid-in capital | Hedge reserve | Translation differences | Other equity | Shareholders' equity | Non-controlling interests | Total equity | |
|---|---|---|---|---|---|---|---|---|---|
| Equity as at 01.01.2024 | 350 621 | 211 759 | 114 362 | 6 | 154 147 | -147 929 | 682 572 | 73 270 | 755 842 |
| Issue of share capital | - | - | - | - | - | - | - | - | - |
| Share capital decrease by transfer to other paid-in capital | -315 559 | - | 315 559 | - | - | - | - | - | - |
| Purchase of shares in subsidiaries | - | - | - | - | - | -2 392 | -2 392 | -10 743 | -13 135 |
| Profit/(loss) for the periode | - | - | - | - | - | 45 229 | 45 229 | 16 535 | 61 764 |
| Net other comprehensive income | - | - | - | -13 178 | 18 403 | -1 803 | 3 421 | 1 140 | 4 560 |
| Equity as at 31.12.2024 | 35 062 | 211 759 | 429 921 | -7 025 | 166 008 | -106 894 | 728 831 | 80 202 | 809 032 |
| Equity as at 01.01.2025 | 35 062 | 211 759 | 429 921 | -7 025 | 166 008 | -106 894 | 728 831 | 80 202 | 809 032 |
| Dividends | - | - | -28 050 | - | - | - | -28 050 | -13 274 | -41 324 |
| Reclassification between equity attributable to owners of the parent and non-controlling interests | - | - | - | - | - | -25 763 | -25 763 | 25 763 | - |
| Profit/(loss) for the periode | - | - | - | - | - | 15 310 | 15 310 | 5 024 | 20 335 |
| Net other comprehensive income | - | - | - | 2 453 | 13 591 | 8 767 | 24 811 | -9 944 | 14 866 |
| Equity as at 31.12.2025 | 35 062 | 211 759 | 401 871 | -4 572 | 179 599 | -108 581 | 715 139 | 87 770 | 802 909 |
Notes to the consolidated financial statements
Note 1. Corporate information
Borgestad ASA is an investment company focused on real estate and refractory. Borgestad ASA is a public listed company on the Oslo Stock Exchange with the ticker “BOR” and are domiciled in Norway. The office address is Fornebuveien 1, 1366 Lysaker, Norway. The consolidated accounts as of December 31, 2025, have been approved by the company's board on April 29, 2026, and will be presented for approval at the ordinary general meeting on May 22, 2026.
Note 2. Basis for preparation and estimates and other accounting policies
Basis for preparation
Borgestad has prepared its consolidated financial statements in accordance with IFRS© Accounting Standards as adopted by the EU as of December 31, 2025, and Norwegian disclosure requirements pursuant to the Norwegian accounting act as of December 31, 2025. The consolidated financial statements have been prepared under the historical cost convention, except for certain financial instruments measured at fair value. The preparation of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise its judgement in the process of applying the company’s accounting policies.
Consolidation principles
The Group’s consolidated financial statements comprise the parent company and its subsidiaries as of 31 December 2025. An entity is considered a subsidiary when the Group has control, which is achieved when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group reassesses control if facts and circumstances indicate changes in one or more of the elements of control. Business combinations are accounted for using the acquisition method. Consolidation begins when the Group obtains control and ceases when control is lost. When necessary, the financial statements of subsidiaries are adjusted to align with the Group’s accounting policies. All intra‑Group transactions, balances, income and expenses are eliminated in full. Non‑controlling interests are presented separately within equity in the consolidated balance sheet.
Currency
Functional currency and presentation currency
The consolidated financial statements are presented in Norwegian kroner (NOK), which is the Group’s presentation currency. Each Group entity records its transactions in the currency of the primary economic environment in which it operates (its functional currency). Transactions in foreign currencies are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. For consolidation purposes, the financial statements of foreign operations are translated into NOK. Assets and liabilities are translated at the closing exchange rate at the reporting date, while income and expenses are translated at average exchange rates for the period, provided that these rates approximate the exchange rates at the dates of the transactions. Exchange differences arising on translation are recognised in other comprehensive income and accumulated in equity.
Classification of items in the balance sheet
An asset or liability is presented as current if it is expected to be realized or settled within 12 months after the balance sheet date, or if it forms part of the Group’s normal operating cycle, if this cycle extends beyond one year. Current assets therefore include assets expected to be realized within twelve months after the balance sheet date, as well as assets related to the operating cycle. All other assets are classified as non‑current assets. Current liabilities include obligations that fall due within one year, as well as the current portion of long‑term debt. The portion of long‑term borrowings that is due within twelve months after the balance sheet date is reclassified to current liabilities.
Related parties
Parties are considered to be closely related if one party has the opportunity to directly or indirectly control the other party or has significant influence over the other party with regard to financial and operational decisions. Parties are also closely related if they are subject to joint control or are under joint significant influence. All transactions between related parties are based on the arm's length principle (assumed market value).
Segments
For management reporting purposes, the Group is organized into business units based on its activities and has three reportable segments. The financial information relating to segments is presented in Note 3 Segment information.
Changes in accounting principles and note information
No changes in IFRS with effect for the 2025 accounts have been relevant or implemented in 2025.
New accounting standards, but not yet effective
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of the statement of profit or loss, including specified totals and subtotals. Entities are also required to classify all income and expenses into one of five categories: operating, investing, financing, income taxes and discontinued operations. IFRS 18 was endorsed by the EU on 13 February 2026. IFRS 18 further introduces disclosure requirements for management‑defined performance measures, newly defined subtotals of income and expenses, and enhanced requirements for aggregation and disaggregation of financial information, based on the identified ‘roles’ of the primary financial statements and the notes. Narrow‑scope amendments to IAS 7 Statement of Cash Flows have also been issued, together with consequential amendments to other standards. These amendments are effective for annual reporting periods beginning on or after 1 January 2027.
Accounting judgements and estimates
Management applies estimates and assumptions that affect the carrying amounts of assets, liabilities, income, expenses and disclosures of contingent liabilities. This particularly applies to the valuation of investment properties, impairment testing of goodwill and the assessment of deferred tax assets. Future events may cause these estimates to change. Estimates and underlying assumptions are reviewed regularly and are based on the best information available and historical experience. Changes in accounting estimates are recognised in the period in which the change occurs. If the change also affects future periods, the effect is allocated between the current and future periods.
The main areas involving significant judgement and estimation uncertainty at the balance sheet date are described below:
| Note | Estimate/assumptions | 2025 | 2024 |
|---|---|---|---|
| 10,12 | Recoverable amount for impairment assessment and estimation of remaining useful life and scrap value | 726 858 | 729 553 |
| 14 | Recoverable amount for impairment assessment | 110 785 | 90 082 |
| 8 | Assessment of the ability to exploit tax positions in the future | 3 607 | 50 485 |
All figures in the notes are presented in NOK thousands, unless otherwise stated.
Note 3. Segment Information
Real estate
The Group's largest real estate investment is the Agora Bytom shopping center with a gross area of 52,000 sqm, and a letting area over 30,000 sqm in Bytom in Poland. The center was opened on November 15, 2010. As of December 31, 2025, there are 108 (112) open shops in the center and an occupancy based on signed lease agreements of 96.2 percent.
Refractory
The refractory segment develops, manufactures and delivers refractory products, installations and concept solutions to industrial customers through the Höganäs Borgestad Group. Products that can withstand heat above 1,250 °C are defined as refractory. Refractory materials can be defined as bricks or monolithic and are produced in many different varieties depending on the area of use. Refractory materials are mainly used to protect production equipment in process industries with high temperatures. The products also contribute to efficient utilization of energy. The business has a leading position within the refractory industry in the Nordics, and the segment has a global presence within selected refractory application areas.
Other activities
The segment mainly consists of operations in the parent company Borgestad ASA and the holding companies Borgestad Industries AS and Borgestad Industries AB.| OPERATING SEGMENTS | Real Estate 2025 | Real Estate 2024 | Refractory 2025 | Refractory 2024 | Other activities 2025 | Other activities 2024 | Eliminations 2025 | Eliminations 2024 | Total 2025 | Total 2024 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue - external | 66 441 | 62 420 | 1 039 262 | 1 077 809 | - | 24 | - | - | 1 105 704 | 1 140 253 |
| Revenue - within the group | - | - | 226 | 45 | 4 083 | 2 950 | -4 309 | -2 995 | - | - |
| Other income | 15 208 | 14 203 | 4 434 | 9 509 | 626 | 5 463 | 20 269 | 29 175 | | |
| Total revenue and other income | 81 649 | 76 622 | 1 043 922 | 1 087 363 | 4 709 | 8 438 | -4 309 | -2 995 | 1 125 972 | 1 169 428 |
| Supplies and subcontracting | - | - | 302 437 | 349 958 | - | 0 | - | - | 302 437 | 349 958 |
| Materials | 653 | 608 | 200 988 | 178 379 | - | 0 | - | - | 201 642 | 178 987 |
| Total supplies, subcontracting and materials | 653 | 608 | 503 425 | 528 338 | - | 0 | - | - | 504 079 | 528 946 |
| Salaries and management payment | 4 475 | 4 320 | 265 359 | 274 800 | 7 707 | 7 519 | - | - | 277 541 | 286 639 |
| Social security contributions | 632 | 690 | 62 919 | 63 098 | 1 267 | 1 245 | - | - | 64 818 | 65 032 |
| Pension costs | - | - | 28 228 | 21 403 | 277 | 308 | - | - | 28 505 | 21 711 |
| Other personnel costs | 33 | 32 | 19 457 | 21 385 | 124 | 55 | - | - | 19 614 | 21 473 |
| Total salaries and personnel expense | 5 139 | 5 041 | 375 962 | 380 687 | 9 376 | 9 127 | - | - | 390 477 | 394 855 |
| Consultancy fees and external personnel | 9 230 | 8 497 | 8 822 | 8 711 | 7 293 | 7 078 | - | - | 25 345 | 24 286 |
| Travel costs | 123 | 148 | 22 435 | 21 648 | 397 | 371 | - | - | 22 955 | 22 167 |
| Other operating costs | 24 174 | 21 035 | 55 453 | 41 834 | 2 133 | 1 856 | -5 934 | -4 620 | 75 827 | 60 105 |
| Total other expenses | 33 526 | 29 680 | 86 710 | 72 193 | 9 824 | 9 304 | -5 934 | -4 620 | 124 127 | 106 558 |
| EBITDA | 42 331 | 41 293 | 77 825 | 106 146 | -14 491 | -9 994 | 1 625 | 1 625 | 107 290 | 139 070 |
| Depreciation and amortisation | 13 572 | 8 658 | 25 113 | 25 024 | 471 | 380 | 671 | 671 | 39 827 | 34 733 |
| Impairments | - | - | 19 615 | - | - | - | -4 759 | - | 14 857 | - |
| Operating income/(loss) | 28 758 | 32 634 | 33 097 | 81 122 | -14 962 | -10 374 | 5 713 | 954 | 52 606 | 104 336 |
| Group contribution received | - | - | - | - | 56 282 | 29 991 | -56 282 | -29 991 | - | - |
| Net agio/disagio | -274 | 1 330 | - | - | 2 514 | 8 899 | -2 583 | -8 843 | -342 | 1 386 |
| Impairment of financial assets | - | - | - | - | -39 754 | -1 287 | 38 754 | 1 287 | -1 000 | - |
| Net other financial items | -27 658 | -28 460 | -10 163 | -11 393 | 10 482 | 19 183 | -52 | -2 767 | -27 391 | -23 437 |
| Profit before tax | 827 | 5 504 | 22 934 | 69 728 | 14 562 | 46 413 | -14 449 | -39 360 | 23 873 | 82 286 |
Total assets and liabilities into segments
| Real Estate 2025 | Real Estate 2024 | Refractory 2025 | Refractory 2024 | Other activities 2025 | Other activities 2024 | Eliminations 2025 | Eliminations 2024 | Total 2025 | Total 2024 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Total assets | 786 574 | 774 847 | 643 672 | 635 738 | 735 023 | 749 801 | -698 417 | -697 588 | 1 466 851 | 1 462 798 |
| Total liabilities | 592 325 | 559 403 | 284 391 | 269 296 | 10 624 | 10 258 | -223 397 | -185 191 | 663 942 | 653 766 |
Total assets and liabilities by location
| Norway 2025 | Norway 2024 | Poland 2025 | Poland 2024 | Sweden 2025 | Sweden 2024 | Other 2025 | Other 2024 | Total 2025 | Total 2024 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Total assets | 234 774 | 305 528 | 784 940 | 774 567 | 386 954 | 316 389 | 60 182 | 66 315 | 1 466 851 | 1 462 799 |
| Total liabilities | 55 276 | 78 457 | 368 991 | 371 973 | 199 908 | 165 191 | 39 766 | 38 145 | 663 942 | 653 766 |
Other information about the business area
| Real Estate 2025 | Real Estate 2024 | Refractory 2025 | Refractory 2024 | Other activities 2025 | Other activities 2024 | Eliminations 2025 | Eliminations 2024 | Total 2025 | Total 2024 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Additions | 10 175 | 1 785 | 13 156 | 10 435 | - | - | - | - | 23 332 | 12 220 |
| Depreciation | 13 572 | 8 658 | 25 113 | 25 024 | 471 | 380 | 671 | 671 | 39 827 | 34 733 |
| Guarantees | - | - | 6 806 | 14 261 | - | - | - | - | 6 806 | 14 261 |
Note 4. Revenues and geographical breakdown
Accounting Policies for Revenue Recognition
The Group generates revenue from three distinct sources:
- Sale of refractory products (IFRS 15)
- Installation and maintenance services (IFRS 15)
- Rental income from real estate (IFRS 16)
Revenue is recognised when (or as) the Group satisfies a performance obligation by transferring control of a good or service to a customer.
1. Revenue from Sale of Goods (IFRS 15)
Performance obligations
The sale of refractory products constitutes a distinct performance obligation. The Group’s delivery obligation is fulfilled at the point in time when control of the goods transfers to the customer. Each delivery of goods is treated as a separate performance obligation.
Timing of revenue recognition
Revenue is recognised at the point in time when control transfers to the customer. For most deliveries, this occurs upon handover to the carrier, as this is when:
- the customer obtains physical possession,
- the customer assumes the significant risks and rewards, and
- the Group has a present right to payment.
Payment terms
Customers are typically invoiced upon delivery, with payment due according to standard credit terms. Contracts do not include significant financing components, as the period between delivery and payment is short.
Determination of the transaction price
Transaction prices for refractory materials are contractually agreed, typically as a fixed price per ton. Since both price and volume are agreed in advance, contracts do not contain variable consideration, significant financing components, or non-cash consideration.
2. Installation and Maintenance Services (IFRS 15)
Performance obligations
Installation and maintenance services represent a separate performance obligation from the sale of goods. These services are typically short‑term, clearly scoped, and separately priced.
Timing of revenue recognition – over time
Revenue from installation and maintenance services is recognised over time because the customer simultaneously receives and consumes the benefits as the Group performs the service. The Group’s work does not create an asset with an alternative use, and the Group has an enforceable right to payment for performance completed to date
Measurement of progress
Given the short duration and clearly defined scope of the services, revenue is recognised in line with the amount the Group has a right to invoice. This method faithfully depicts the value of the services transferred to the customer as work is performed. Projects may be invoiced on a continuous basis in line with project progress and/or upon completion and are subject to standard credit terms.
Determination of the transaction price
Transaction prices for installation and maintenance services are contractually agreed in project‑specific delivery agreements. Contracts do not typically include variable consideration beyond minor adjustments for scope changes.
Warranty Obligations
The Group supplies refractory products and performs installation and maintenance services for industrial furnaces and production facilities. In connection with these deliveries, the Group provides assurance‑type warranties under IFRS 15 that cover defects in materials and workmanship within the agreed warranty period. The warranties ensure that the products meet contractual specifications, that installation work is performed according to technical requirements, and that any defects arising within the warranty period are remedied at no cost to the customer. The warranty period varies by product type and begins upon completion for installation projects. As of December 31, the provision recognized for warranty obligations amounts to MNOK 7.5.
3. Rental Income (IFRS 16 – Lessor Accounting)
The Group owns investment properties that are leased out to tenants under operating leases. As the Group retains substantially all risks and rewards incidental to ownership of the underlying assets, the leases are classified as operating leases. Lease income comprises the following components:
- Fixed lease payments are recognised on a straight-line basis over the lease term, reflecting the pattern in which benefits from the leased assets are consumed.
- Variable lease payments (turnover-based rent) are recognised in the period in which the related tenant turnover occurs, as these payments are not based on an index or rate and are therefore excluded from the straight-line allocation.
- Service charges represent recharges of actual costs related to the operation of common areas and are recognised in line with the costs incurred.
| Revenue by category | 2025 | 2024 |
|---|---|---|
| Installation and maintenance services | 694 660 | 756 176 |
| Sale of goods | 344 602 | 321 657 |
| Rental income | 66 441 | 62 420 |
| Total | 1 105 704 | 1 140 253 |
| Geographical revenue by segment | Real Estate 2025 | Real Estate 2024 | Refractory 2025 | Refractory 2024 | Other activities 2025 | Other activities 2024 | Eliminations 2025 | Eliminations 2024 | Total 2025 | Total 2024 |
|---|---|---|---|---|---|---|---|---|---|---|
| Norway | - | - | 306 166 | 343 427 | 4 083 | 2 975 | -4 309 | -2 995 | 305 940 | 343 406 |
| Poland | 66 441 | 62 420 | 154 | - | - | - | - | - | 66 595 | 62 420 |
| Sweden | - | - | 471 344 | 411 468 | - | - | - | - | 471 344 | 411 468 |
| Finland | - | - | 193 156 | 193 301 | - | - | - | - | 193 156 | 193 301 |
| Scandinavia, others | - | - | 2 605 | 6 534 | - | - | - | - | 2 605 | 6 534 |
| Europe, others | - | - | 47 951 | 108 093 | - | - | - | - | 47 951 | 108 093 |
| Asia | - | - | 14 594 | 10 694 | - | - | - | - | 14 594 | 10 694 |
| Africa | - | - | 1 937 | 3 876 | - | - | - | - | 1 937 | 3 876 |
| Other | - | - | 1 581 | 461 | - | - | - | - | 1 581 | 461 |
| Total | 66 441 | 62 420 | 1 039 488 | 1 077 854 | 4 083 | 2 975 | -4 309 | -2 995 | 1 105 704 | 1 140 254 |
None of the company's customers individually account for more than 10 percent of the turnover. This applies to both 2025 and 2024.
| Other income | 2025 | 2024 |
|---|---|---|
| Profit from the sale of operating assets | 626 | 5 466 |
| Commission and joint costs when renting out property | 15 208 | 14 200 |
| Other incomes | 4 434 | 9 509 |
| Total other income | 20 269 | 29 175 |
Note 5. Salaries, personnel expenses and shares owned by the board of the directors
| Salaries and personnel expenses NOK 1 000 | 2025 | 2024 |
|---|---|---|
| Salaries | 277 541 | 286 639 |
| Social security costs | 64 818 | 65 032 |
| Pension costs | 28 505 | 21 711 |
| Other personnel costs | 19 614 | 21 473 |
| Total expenses | 390 477 | 394 855 |
| Average number of employees | 360 | 410 |
Management remuneration
The guidelines for management remuneration are available on Borgestad ASA’s website. A more detailed description of remuneration to executive management, including the Restricted Share Units (RSU) program, as well as remuneration to the Board, is provided in the Executive Remuneration Report published on Borgestad ASA’s website. The remuneration to the Group Executive Operational Management Team and Board of Directors is disclosed below.
| Remuneration paid to board member and executive management in 2025 | Board remuneration | Audit Committee | Remuneration committee | Salary | Other remuneration | Pension | Bonus | Total |
|---|---|---|---|---|---|---|---|---|
| Pål Feen Larsen, CEO | 3 032 | 185 | 141 | 739 | 4 097 | |||
| Frode Martinussen, CEO Refractory segment, until 31. |
** Frode Martinussen had a contractual termination period of six months, as well as an agreed severance package corresponding to an additional six months, effective from 1 April 2025. In accordance with these agreements, Martinussen will receive payments from Höganäs Borgestad Holding AB until March 2026. The salary presented in the table above reflects the period during which Frode Martinussen served as acting CEO.
-
Corona Maritime AS, which is controlled by Glen Ole Rødland, has a consultancy agreement with Borgestad ASA. In 2025 and 2024, NOK 1,522,125 and NOK 1,528,437 were invoiced respectively. Rødland was elected chairman of Höganäs Borgestad Holding AB in June 2023, where a board fee of SEK 200,000 has been paid in 2024 and June 2025 for the period 2023/2024 and for 2024/2025.
-
Jan Erik Sivertsen and Helene Steen was both elected board members of Höganäs Borgestad Holding AB in June 2023, where a board fee of SEK100,000 has been paid in 2024 for the period 2023/2024 and in 2025 for the period for 2024/2025.
During the financial years 2025 and 2024, no loans or guarantees have been given to senior employees or board members in the Group.
Remuneration paid to board member and executive management in 2024
| Salary | Other remuneration | Pension | Bonus | Total | |
|---|---|---|---|---|---|
| Pål Feen Larsen, CEO | 2 833 | 189 | 135 | 600 | 3 757 |
| Frode Martinussen, CEO segment Refractory | - | 1 978 | 14 | 50 | - |
| Bendik Persch Andersen, Head of M&A, IR and Coprporate Governance, from September 15, 2024 | 529 | 2 | 35 | - | 566 |
| Glen Ole Rødland, Chairman of the board* | 639 | 15 | - | - | - |
| Jacob Møller, board member | 210 | 15 | - | - | - |
| Jan Erik Sivertsen, board member* | 320 | 31 | - | - | - |
| Helene Steen, board member* | 320 | 31 | - | - | - |
| Wenche Kjølsås, board member | 213 | 105 | - | - | - |
| Total | 1 701 | 168 | 30 | 5 340 | 205 |
Shares owned or controlled by the company's management, the board of directors and their related parties:
| Number of shares | Percent | |
|---|---|---|
| Jan Erik Sivertsen1) board member | 10 462 736 | 29,84 % |
| Helene Steen 2) board member | 5 750 000 | 16,40 % |
| Glen Ole Rødland 3) Chairman of the board | 1 707 759 | 4,87 % |
| Jacob Møller 4) board member | 1 217 994 | 3,47 % |
| Pål Feen Larsen, CEO | 158 786 | 0,45 % |
| Wenche Kjølås 5) board member | 100 000 | 0,29 % |
| Bendik Persch Andersen, Head of M&A, Corp. dev. and IR | 57 000 | 0,16 % |
| Total | 19 454 275 | 55,48 % |
1) Applies to the company Kontrari AS, where Jan Erik Sivertsen is general manager
2) Applies to the company SES AS, where Helene Steen is principal/CFO
3) Applies to the company Gross Management AS, where Glen Ole Rødland and close relatives controls 100 % of the shares
4) Applies to the companies Ploot Invest AS and Dione AS, both controlled by Jacob Møller
5) Applies to the company Jawendel AS, where Wenche Kjølås and close relatives controls 100 % of the shares
Auditor’s remuneration
| Auditor’s remuneration | 2025 | 2024 |
|---|---|---|
| Audit | 4 071 | 3 650 |
| Audit related services | 32 | 121 |
| Tax related services | - | 186 |
| Other services | - | - |
| Total | 4 103 | 3 957 |
Note 6. Pension expenses and pension liabilities
All employees in the Norwegian companies are covered by a collective defined contribution pension plan. The schemes comply with applicable pension legislation in Norway, Sweden, Finland and Poland. Contributions range from 2 to 8 per cent of salary, are expensed as incurred, and the Group has no further obligations once the contributions have been paid.
The Norwegian companies participate in the joint AFP scheme. The AFP obligation is not recognised, as the scheme is a multi‑employer arrangement and the Group’s participation is limited and not considered material. Certain companies offer a closed early retirement scheme with a limited number of participants. The Group’s pension obligations mainly relate to a closed early retirement scheme and a closed defined benefit plan in Borgestad ASA.
In 2025, the Group paid a total of TNOK 27,345 in pension premiums and TNOK 800 in current pension over operations. For 2025, it is estimated that the Group will pay TNOK 28,986 in pension premiums and TNOK 840 in ongoing pensions over operations.
| Secured Unsecured: | ||
|---|---|---|
| Number of people in the agreement at the end of the year: | ||
| Number of active | 5 | 1 |
| Number of retired | 1 | 3 |
The average age of the active employees included in the collective benefit-based scheme is relatively high, as the scheme closed in 2012. The high average age means that changed assumptions in connection with the discount rate, wage growth and pension adjustment become relatively insignificant for profit and the gross pension obligation. Sensitivity analysis has therefore not been prepared.
| Total pension expense recognised in profit and loss | 2025 | 2024 |
|---|---|---|
| Pension expense recognised from defined benefit plans | 360 | 374 |
| Contributions to defined contribution plans | 28 145 | 21 337 |
| Total pension expense recognised in profit and loss | 28 505 | 21 711 |
| a) Secured: | 2025 | 2024 |
|---|---|---|
| Plan assets | 5 961 | 5 792 |
| Defined benefit obligation | -6 122 | -5 667 |
| Net defined benefit asset / (-)liability | -161 | 125 |
| b) Unsecured: | 2025 | 2024 |
|---|---|---|
| Pension liabilities | -6 506 | -5 813 |
| Prepaid pension asset / (-)liability | -161 | 125 |
| Pension liabilities including social security tax | -6 506 | -5 813 |
| Actuarial gains and losses on defined benefit pension plans | 2025 | 2024 |
|---|---|---|
| Encountered actuarial gains and losses on pension liabilities secured schemes (negative sign is losses) | -242 | -343 |
| Encountered actuarial gains and losses on pension liabilities unsecured schemes (negative sign is losses) | -893 | -321 |
| Total actuarial gains and losses on defined benefit pension plans recognised over OCI | -1 136 | -664 |
Note 7. Financial income and financial cost
| Finance income and finance cost | 2025 | 2024 |
|---|---|---|
| Interest income | 5 778 | 6 412 |
| Foreign currency gains | 9 | 1 398 |
| Other financial income | 3 352 | 4 379 |
| Financial income | 9 138 | 12 190 |
| Interest cost | -25 574 | -22 697 |
| Interest cost leases | -4 878 | -4 707 |
| Foreign currency loss | -350 | -12 |
| Write down on finacial asset | -1 000 | - |
| Other financial cost | -6 070 | -6 825 |
| Financial cost | -37 872 | -34 241 |
| Net other financial income/(-) cost | -28 733 | -22 051 |
Note 8. Tax
Accounting policy
Tax expense includes current tax and deferred tax. Deferred tax is recognised for temporary differences between the carrying amounts and tax bases of assets and liabilities, except for non-deductible goodwill and temporary differences related to investments where reversal is not expected in the foreseeable future. Deferred tax assets are recognised only when it is probable that future taxable profits will be available to utilise them. Deferred tax is measured using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are presented net when the Group has a legally enforceable right to offset.
Tax effects related to items recognised in other comprehensive income (OCI), such as cash flow hedges, are also recognised in OCI. In 2025, the tax effect recognised in OCI was TNOK 566. Tax losses may be carried forward indefinitely in Norway and Sweden, and for up to five years in Poland.
| Income tax expense: | 2025 | 2024 |
|---|---|---|
| Current income tax expense | 14 032 | 14 482 |
| Changes in deferred tax | -10 493 | 6 039 |
| Tax expense | 3 538 | 20 521 |
| Reconciliation of statutory tax rate to effective tax rate | 2025 | 2024 |
|---|---|---|
| Income (loss) before tax | 23 873 | 82 285 |
| Expected income taxes at statutory tax rate | 5 861 | 10 459 |
| Non deductible expenses | 3 363 | 17 581 |
| Non-taxable income | -23 628 | - |
| Correction of previous years deferred tax liabilities* | 14 841 | - |
| Changes in unrecognised deferred tax asset | 3 102 | -7 519 |
| Tax expense | 3 538 | 20 521 |
*During the review of this year's tax calculation, errors were identified in the basis for temporary differences used in the calculation of deferred tax previous years. This has been corrected through the current year's tax expense and amounts to TNOK 14,841.
The weighted average statutory tax rate was 24.6% in 2025 (12.7% in 2024), reflecting the mix of tax rates and earnings across jurisdictions. Non‑taxable income mainly relates to foreign exchange differences on long‑term intragroup loans. Under applicable tax legislation, such currency differences are not taxable until the underlying investment is disposed of.
| Tax effects of temporary differences and tax loss carryforwards giving rise to deferred tax assets and liabilities | 2025 | 2024 |
|---|---|---|
| Current asset | 848 | -63 480 |
| Property, plant and equipment | -5 396 | 2 122 |
| Revaluation account currency | 26 227 | 48 211 |
| Pensions | -1 330 | -1 221 |
| Other non-current liabilities | -345 | 670 |
| Long term debt | -1 327 | -1 893 |
| Recapture account (Norwegian tax rules for deferred taxation of gains) | 3 736 | 4 670 |
| Accrual Fund Sweden | - | 4 645 |
| Tax loss carryforwards | -41 609 | -44 864 |
| Of which not recognized as tax asset | 3 607 | 50 485 |
| Net deferred tax (-) assets/liabilities | -15 590 | -654 |
| Deferred tax assets | -15 590 | -8 941 |
| Deferred tax liabilities | - | 8 288 |
Net deferred tax asset at year-end amounted to a TNOK 15 590 (2024: net asset of TNOK 654). Movements mainly relate to deferred tax recognised in profit or loss, OCI, and adjustments to the Swedish accrual fund.Changes in net deferred tax liability during the year were as follows:
| Net deferred tax (-) assets / liabilities | 2025 | 2024 |
|---|---|---|
| 1 January | -654 | -5 746 |
| Charged/(credited) to the Consolidated statement of income | -10 493 | 6 039 |
| Charged/(credited) to Other comprehensive income | -566 | 3 022 |
| Adjustment related to the Swedish accrual fund | -4 645 | - |
| Foreign currency translation effects and other effects | 768 | -3 969 |
| Net deferred tax (-) assets / liabilities at 31 December | -15 590 | -654 |
Deferred tax asset
Deferred tax assets are calculated based on temporary differences which are assumed to be reversed in the foreseeable future. When entering the deferred tax asset in the balance sheet, the Group has assessed whether it is likely that the Group can make use of the calculated deferred tax asset through future earnings. When it has not been proven that the calculated tax asset can be utilized against future earnings, a limitation has been made in the balance sheet entry of the deferred tax asset.
Unrecognised deferred tax assets
| 2025 Basis | 2025 Tax | 2024 Basis | 2024 Tax | |
|---|---|---|---|---|
| Norway (22 %) | 16 395 | 3 607 | 229 478 | 50 485 |
Unrecognised deferred tax assets relate to Norwegian tax losses that are not expected to be utilised in the foreseeable future.
Note 9. Earnings per share
Earnings per share are calculated by dividing the majority's earnings related to ordinary shareholders in the parent company by a weighted average number of outstanding shares in the financial year. Diluted earnings per share are calculated by dividing the majority's earnings related to ordinary shareholders in the parent company by the average number of outstanding shares in the financial year plus a weighted average of the shares, conversion rights or options that can potentially be converted into ordinary shares. As of December 31, 2025, and 2024, there was no difference between earnings per share and diluted earnings per share in Borgestad.
| Basis of calculation | 2025 | 2024 |
|---|---|---|
| Weighted average number of ordinary shares | 35 062 | 35 062 |
| Weighted average number of shares | 35 062 | 35 062 |
| Result per share | ||
| Total profit attributable to equity holders of the parent | 15 310 | 45 229 |
| Basic and diluted earnings per share | 0,44 | 1,29 |
Note 10. Investment property
The Group’s investment property is recognised at acquisition cost, less accumulated depreciation and impairment. Acquisition cost includes transaction costs and other directly attributable costs related to construction or development. Expenditures are capitalised when they are expected to generate future economic benefits and can be measured reliably. Other repair and maintenance costs are recognised in profit or loss as incurred. The investment property is depreciated on a straight‑line basis over its estimated useful life.
| 2025 | 2024 | |
|---|---|---|
| Carrying amount shopping Center, Poland | 726 858 | 729 553 |
See note 12 for specification for changes in the carrying amount. Carrying amount for Agora Bytom is MNOK 726.9 while the estimated fair value is MNOK 744.6 or MEUR 62.9.
| Specification | 2025 | 2024 |
|---|---|---|
| Rental income and other services | 80 893 | 76 325 |
| Direct operating expenses generating rental income | 36 370 | 31 930 |
| Depreciation | 13 572 | 8 658 |
| Write downs | - | - |
| Depreciation method: | Linear | Linear |
| Economic life | 67 years | 100 years |
Investment Property
In 2025, Management did not identify any indicators of impairment for Agora Bytom. The recoverable amount of Agora Bytom has been determined based on the higher of its fair value less costs of disposal and its value in use. The recoverable amount used in the Group’s quarterly report is based on value in use. The value in use was calculated using discounted cash flow projections from financial forecasts approved by Management covering a ten-year period. The accounting standard suggests using a five-year cash flow projection period for these tests. However, Management considers that using a longer projection period better reflects the business cycle, providing a more realistic estimate of the asset's value. The assessment is supported by the Company’s track record of extending or re-leasing the area to other tenants. Furthermore, Management believes that utilizing longer periods aligns with market practice. Management acknowledges that a longer projection period introduces more uncertainty into the cash flow estimates; however, they believe that the reliability of the Group’s data and robust forecasting methods support a ten-year cash flow projection. The value in use is estimated based on significant unobservable inputs. These inputs include:
Discount Rate
The present value of future cash flows was calculated using a pre-tax discount rate of 8.4 percent and a post-tax discount rate of 7.2 percent. These rates reflect current market assessments of the time value of money and the risks specific to Agora Bytom. The discount rate is calculated based on an applicable market WACC.
Rent per sqm
The rent level is estimated to be EUR 15.03 per sqm per month in 2026 and is forecasted to increase at a steady growth rate of 2 percent. The estimated rent of EUR 15.03 per sqm is based on signed leases at EUR 16.60 per sqm, with deductions for tenant discounts.
Vacancy
Estimated vacancy rates are based on current and expected future market conditions, in line with the average market vacancy in the Polish region where Agora Bytom operates. The estimated vacancy rate in the terminal period is 4 percent. Vacancy as of 31.12.2025 is 3.8 percent, based on a total leasable area of 33,870 sqm in Agora Bytom.
Capitalization expenses
Capitalization rates are based on the specific location in Poland, as well as the size and quality of the properties, while considering market data as of the valuation date. Management anticipates a rise in capital expenditure towards the conclusion of the projected timeline, attributable to climate risk considerations, to ensure adherence to regulatory standards.
Terminal value
Cash flows beyond the ten-year period were extrapolated using a steady growth rate of 2 percent, which is consistent with the long-term average growth rate for the industry.
Sensitivities:
The below sensitivity tables are showing the calculated value in use, valuated in euro, for the investment property given changes in the different assumptions.
Terminal growth
| | 0,5% | 1,0% | 1,5% | 2,0% | 2,5% | 3,0% | 3,5% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| %-change -> | -1,5% | -1,0% | -0,5% | 0,0% | 0,5% | 1,0% | 1,5% |
| 5,7% | 69 280 | 73 885 | 79 582 | 86 811 | 96 284 | 109 242 | 128 038 |
| 6,2% | 63 404 | 67 055 | 71 479 | 76 952 | 83 896 | 92 997 | 105 446 |
| 6,7% | 58 469 | 61 412 | 64 920 | 69 171 | 74 430 | 81 103 | 89 848 |
| 7,2% | 54 264 | 56 672 | 59 502 | 62 873 | 66 958 | 72 012 | 78 425 |
| 7,7% | 50 639 | 52 633 | 54 948 | 57 667 | 60 908 | 64 835 | 69 693 |
| 8,2% | 47 481 | 49 150 | 51 067 | 53 292 | 55 907 | 59 022 | 62 798 |
| 8,7% | 44 705 | 46 114 | 47 719 | 49 562 | 51 702 | 54 216 | 57 212 |
Vacancy in terminal
| | 7,0% | 6,0% | 5,0% | 4,0% | 3,0% | 2,0% | 1,0% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| %-change -> | 3,0% | 2,0% | 1,0% | 0,0% | -1,0% | -2,0% | -3,0% |
| 6,2% | 74 434 | 75 274 | 76 113 | 76 952 | 77 791 | 78 630 | 79 469 |
| 6,7% | 67 009 | 67 730 | 68 451 | 69 171 | 69 892 | 70 613 | 71 334 |
| 7,2% | 60 993 | 61 620 | 62 246 | 62 873 | 63 499 | 64 126 | 64 752 |
| 7,7% | 56 019 | 56 569 | 57 118 | 57 667 | 58 217 | 58 766 | 59 316 |
| 8,2% | 51 835 | 52 321 | 52 806 | 53 292 | 53 778 | 54 264 | 54 750 |
| 8,7% | 48 265 | 48 697 | 49 130 | 49 562 | 49 995 | 50 427 | 50 859 |
Capex in terminal
| | 1 123 617 | 1 073 617 | 1 023 617 | 973 617 | 923 617 | 873 617 | 823 617 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| -change -> | -150 000 | -100 000 | -50 000 | - | 50 000 | 100 000 | 150 000 |
| 5,7% | 84 297 | 85 135 | 85 973 | 86 811 | 87 648 | 88 486 | 89 324 |
| 6,7% | 67 343 | 67 952 | 68 562 | 69 171 | 69 781 | 70 391 | 71 000 |
| 7,2% | 61 284 | 61 813 | 62 343 | 62 873 | 63 402 | 63 932 | 64 462 |
| 7,7% | 56 274 | 56 738 | 57 203 | 57 667 | 58 132 | 58 597 | 59 061 |
| 8,2% | 52 060 | 52 471 | 52 881 | 53 292 | 53 703 | 54 114 | 54 525 |
| 8,7% | 48 465 | 48 831 | 49 197 | 49 562 | 49 928 | 50 293 | 50 659 |
Rent / sqm
| | 14,6 | 14,7 | 14,9 | 15,0 | 15,2 | 15,3 | 15,5 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| EUR / Sqm-> | -3,0% | -2,0% | -1,0% | 0,0% | 1,0% | 2,0% | 3,0% |
| 5,7% | 83 905 | 84 874 | 85 842 | 86 811 | 87 779 | 88 748 | 89 716 |
| 6,2% | 74 385 | 75 241 | 76 096 | 76 952 | 77 807 | 78 663 | 79 518 |
| 7,2% | 60 790 | 61 484 | 62 178 | 62 873 | 63 567 | 64 262 | 64 956 |
| 7,7% | 55 763 | 56 398 | 57 032 | 57 667 | 58 302 | 58 937 | 59 572 |
| 8,2% | 51 537 | 52 122 | 52 707 | 53 292 | 53 877 | 54 462 | 55 048 |
| 8,7% | 47 934 | 48 477 | 49 020 | 49 562 | 50 105 | 50 647 | 51 190 |
Depreciation and write-downs
The Group's operating assets are depreciated and assessed in terms of write-down according to the principles described in the introduction. Depreciation is calculated using the straight-line method over the following useful life. In 2025, Agora Bytom reassessed the useful lives of certain assets as part of its regular review of accounting estimates. The reassessment was based on updated information regarding the expected economic life of the assets, considering actual usage, maintenance standards, and long-term operating plans. As a result, the depreciation period was adjusted to better reflect the pattern in which the future economic benefits of the assets are expected to be consumed. Management considers the revised depreciation periods to provide a more appropriate and reliable representation of the assets’ economic reality. The reassessment carried out in 2025 resulted in an increase in depreciation of MNOK 4.9, which was recognized in the profit and loss statement.
Estimate uncertainty related to depreciation
When calculating depreciation for the operating assets, the economic lifetime and the residual value at the end of their useful life are based on estimates.
Lease contracts
The Group enters contracts for the rental of real estate classified as investment property. For non‑cancellable lease agreements, the table below presents future minimum lease payments receivable under existing lease contracts for the Group’s consolidated investment properties, based on annual contractual rent and grouped by maturity:
| Lease contracts at 31.12 have the following maturity structure measured in annual rent | 2025 | 2024 |
|---|---|---|
| Within 1 year | 68 478 | 57 215 |
| Between 1 and 5 years | 165 230 | 127 476 |
| More than 5 years | 37 232 | 36 373 |
| Total | 270 940 | 221 063 |
When converting from EUR to NOK for future rental income for Agora Bytom Sp. z o.o.an exchange rate of NOK/EUR of 11.7174 for the 2025 figures and NOK/EUR of 11.6249 for 2024 figures has been used.
Note 11. Assets classified as held for sale
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through sale rather than continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less cost of sales and presented separately as assets held for sale and liabilities held for sale in the statement of financial position. The criteria for held-for-sale classification are regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the plan will be made or that the plan to sell will be withdrawn. In addition, management must be committed to the plan, and it is expected that the sale will be completed within a year. Property, plant, and equipment and intangible assets are not depreciated or amortized once classified as held for sale.
Höganäs Bjuf Fastighets AB, an indirect subsidiary of Borgestad ASA, entered into a conditional agreement with Bjuv municipality in Sweden on October 27, 2023, for a sale and leaseback transaction for two properties in Sweden where the Group's production plant and other production facilities for refractory products are located. Borgestad Group will sell the two properties, including the production facilities, to Bjuv municipality and then lease the production facilities back to continue its production of refractory products in line with previous practice. Prior to the completion of the transaction, the two properties will be transferred to a new wholly owned subsidiary of Höganäs Bjuf Fastighets AB, and the transaction will be structured as a sale by Höganäs Bjuf Fastighets AB of the shares in this subsidiary. The transaction was approved by the Municipal Council of Bjuv December 11, 2023, but a complaint regarding the approval from Bjuv municipality has been received prior to the expiration of the appeal period. The complaint relates to the purchase price in the transaction and that this, in the claimant's opinion, significantly exceeds the market value of the two properties. The Administrative Court in Malmö (the "Administrative Court") has processed the complaint. According to the Administrative Court, Bjuv municipality has not provided sufficient documentation regarding the valuation of the two properties. As a result, the Administrative Court decided to revoke Bjuv municipality's approval of the Transaction. In March 2025, Bjuv municipality appealed the Administrative Court's ruling. In December 2025, the Administrative Court of Appeal in Gothenburg (the “Administrative Court of Appeal”) set aside the ruling from the Administrative Court, concluding that the purchase price had been sufficiently substantiated and that there were no grounds to revoke Bjuv municipality’s approval of the transaction. Borgestad Group has been informed that an appeal against the Administrative Court of Appeal’s decision has been filed within the extend deadline granted to the complainant. The matter will be handled by the Supreme Administrative Court, which will determine whether to admit the appeal for review. The approval of the Transaction by Bjuv municipality will only become binding once the pending appeal has been finally resolved in the claimants’ disfavour, and the completion of the Transaction remains conditional upon such binding approval. Considering this updated processing time, Bjuv municipality and Höganäs Bjuf Fastighets AB entered into an amendment of the agreement regarding the long stop date that has been extended until December 31, 2026. In connection with the sale, the Group has outstanding interest-bearing debt to Nordea that will be repaid upon completion of the transaction. The total loan amount that needs to be repaid at completion is MNOK 45.4 as of December 31, 2025. The loan amount is classified as interest-bearing debt under current liabilities.
| Asset | 2025 | 2024 |
|---|---|---|
| Buildings and plant | 14 786 | 13 907 |
| Total assets classified as held for sale | 14 786 | 13 907 |
Note 12. Property, plant and equipment, Intangible assets and Investment property
Fixed assets are entered into the balance sheet at acquisition cost less accumulated depreciation and write-downs. When assets are sold or disposed of, the balance sheet value is deducted, and any loss or gain is recognized in profit or loss. Depreciation is calculated using the straight-line method based on the assumed useful life and residual value at the end of the useful life. The depreciation period and method are assessed annually to ensure that the method and period used correspond to the financial realities of the fixed asset. The same applies to residual value. Acquisition cost for fixed assets is the purchase price, including fees/taxes and costs directly related to putting the fixed asset in condition for use. Expenses incurred after the asset has been put into use, such as ongoing maintenance, are recognized in the income statement, while other expenses that are expected to provide future financial benefits are recognized in the balance sheet. Gains on disposal of fixed assets, investment properties and development projects are presented as other income.
2025
| Investment property | Land and buildings | Assets under construction | Machinery and vehicles | Licences, software and other intangible assets | Total | |
|---|---|---|---|---|---|---|
| Cost at 1 January | 1 235 057 | 14 772 | 192 | 274 083 | 32 326 | 1 556 430 |
| Additions | 7 842 | 2 817 | 3 060 | 8 810 | 802 | 23 332 |
| Additions from acquisition of companies | - | - | - | 880 | - | 880 |
| Disposals | - | - | -205 | -549 | -4 563 | -5 317 |
| Reclassification | - | - | - | - | - | - |
| Effects of changes in foreign exchange rates | 5 238 | 244 | 12 | 16 366 | 2 009 | 23 869 |
| Cost at 31 December | 1 248 138 | 17 833 | 3 060 | 299 590 | 30 574 | 1 599 195 |
| Accumulated depreciation and impairment at 1 January | 505 505 | 2 462 | - | 231 416 | 6 294 | 745 677 |
| Additions from acquisition of companies | - | - | - | 113 | - | 113 |
| Disposals | - | - | - | -189 | -4 108 | -4 297 |
| Depreciation | 13 572 | 797 | - | 6 384 | 2 926 | 23 679 |
| Impairments | - | - | - | - | 13 958 | 13 958 |
| Effects of changes in foreign exchange rates and other changes | 2 203 | 108 | - | 15 302 | 199 | 17 813 |
| Accumulated depreciation and impairment at 31 December | 521 280 | 3 367 | - | 253 026 | 19 269 | 796 942 |
| Carrying amount at 31 December | 726 858 | 14 466 | 3 060 | 46 563 | 11 305 | 802 252 |
The group has written down the ERP system by MNOK 14 in 2025.
2024
| Investment property | Land and buildings | Assets under construction | Machinery and vehicles | Licences, software and other intangible assets | Total | |
|---|---|---|---|---|---|---|
| Cost at 1 January | 1 176 723 | 18 670 | 4 616 | 267 184 | 31 395 | 1 498 588 |
| Additions | 1 838 | 2 490 | 541 | 6 945 | 407 | 12 220 |
| Disposals, and assets classified as held for sale | -1 897 | -6 420 | - | -9 568 | - | -17 885 |
| Reclassification | - | - | -5 039 | 5 039 | - | - |
| Effects of changes in foreign exchange rates | 58 393 | 31 | 74 | 4 483 | 524 | 63 506 |
| Cost at 31 December | 1 235 057 | 14 772 | 192 | 274 083 | 32 326 | 1 556 430 |
| Accumulated depreciation and impairment at 1 January | 475 316 | 5 396 | - | 230 118 | 2 897 | 713 727 |
| Disposals, and assets classified as held for sale | -1 748 | -3 533 | - | -9 104 | - | -14 385 |
| Depreciation | 8 658 | 573 | - | 6 452 | 3 298 | 18 981 |
| Impairments | - | - | - | - | - | - |
| Effects of changes in foreign exchange rates | 23 279 | 26 | - | 3 950 | 100 | 27 354 |
| Accumulated depreciation and impairment at 31 December | 505 505 | 2 462 | - | 231 416 | 6 294 | 745 677 |
| Carrying amount at 31 December | 729 553 | 12 310 | 192 | 42 666 | 26 032 | 810 754 |
| Fixed asset | Economic life | Depreciation method |
|---|---|---|
| Investment property | 67 year | linear |
| Buildings | 20 – 50 year | linear |
| Lisens, trademark | 10 year | linear |
| Machinery and vehicles | 3 – 20 year | linear |
| Land | not depreciated | not depreciated |
Research and development
Expenses related to research activities are recognized in the income statement when incurred. Expenditures related to development activities are recognized in the balance sheet to the extent that the product or process is technically and commercially feasible and the Group has sufficient resources to complete the development. In this accounting period, the Group has no development activities that satisfy the criteria for balance sheet entry.
| Research and development | 2025 | 2024 |
|---|---|---|
| Expenses, incl. salaries | 7 194 | 6 992 |
The criteria for recognition of intangible assets in accordance with IAS 38 have not been met and all costs for research and development have been expensed.
Note 13. Leases
The Group mainly enters into lease agreements for office premises, warehouses and vehicles. At the commencement date, the Group recognises a lease liability and a corresponding right‑of‑use asset for all leases, except for short‑term leases and leases of low‑value assets, which are expensed as incurred. Lease liabilities are measured at the present value of future lease payments. As the Group’s lease contracts generally do not include an implicit interest rate, the Group uses its incremental borrowing rate as the discount rate. The lease term includes non‑cancellable periods together with extension options when it is reasonably certain that such options will be exercised. Right‑of‑use assets are measured at cost, comprising the initial measurement of the lease liability and any directly attributable costs. The assets are depreciated on a straight‑line basis over the lease term. Impairment is assessed when indicators of impairment exist.| Right-of-use-assets | Machinery and equipment | Vehicles | Buildings/Property | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance at 1 January 2024 | 3 362 | 9 209 | 21 330 | 33 902 |
| Additions | 548 | 10 324 | 2 295 | 13 167 |
| Depreciation | 1 997 | 7 268 | 6 488 | 15 753 |
| Effects of changes in foreign exchange rates and other changes | 691 | 798 | 2 947 | 4 437 |
| Balance at 31 December 2024 | 2 604 | 13 063 | 20 085 | 35 751 |
| Additions | 1 381 | 3 451 | 11 482 | 16 314 |
| Disposals | -53 | -131 | -44 | -228 |
| Depreciation | 1 666 | 6 666 | 7 810 | 16 142 |
| Effects of changes in foreign exchange rates and other changes | 234 | -285 | 5 025 | 4 973 |
| Balance at 31 December 2025 | 2 500 | 9 432 | 28 737 | 40 668 |
Vehicles usually have a lease period of 3-5 years, machinery 3-10 years and buildings 10 years.
Maturity analysis of contractual undiscounted cash flows
| Undiscounted liabilities | 2025 | 2024 |
|---|---|---|
| Less then one year | 16 335 | 18 252 |
| One to two years | 12 130 | 12 315 |
| Two to three years | 9 588 | 8 841 |
| Three to four years | 6 312 | 6 983 |
| Four to five years | 3 189 | 4 316 |
| More than five years | 7 551 | 1 543 |
| Total undiscounted liabilities at 31 December | 55 104 | 52 251 |
Summary of the lease liabilities
| 2025 | 2024 | |
|---|---|---|
| At initial application 1 January 2025 | 41 715 | 40 094 |
| New lease liabilities recognised in the year | 16 439 | 13 167 |
| Lease payments of the lease liability | -21 715 | -20 933 |
| Interest expense on lease liabilities | 4 878 | 4 707 |
| Effects of changes in foreign exchange rates and other changes | 4 895 | 4 681 |
| Total lease liabilities at 31 December 2025 | 46 212 | 41 715 |
Interest rates used in Norway are between 9.00 and 11.25 per cent, in Sweden between 6.75 and 9 per cent and in Finland between 7.15 and 9.4 per cent. For the calculation of interest, the policy rate in the various countries has been adjusted with a risk supplement for the duration of the lease.
Summary of other lease expenses recognised in profit or loss
| 2025 | 2024 | |
|---|---|---|
| Operating expenses in the period related to short-term leases (including short-term low value assets) | 1 416 | 870 |
| Operating expenses in the period related to low value assets (excluding short-term leases included above) | 104 | 197 |
| Total lease expenses included in other operating expenses | 1 520 | 1 067 |
Note 14. Goodwill
When purchasing a business, all acquired assets and liabilities are assessed for classification and assignment in accordance with contract terms, financial circumstances and relevant conditions at the time of acquisition. The difference between the consideration for acquisition and the fair value of net identifiable assets and liabilities at the time of acquisition is classified as goodwill. Goodwill is entered into the balance sheet at acquisition cost, less any accumulated write-downs. Goodwill is not written off but is tested at least annually for impairment or when indicators of impairment exist. In connection with this, goodwill is allocated to cash-flow-generating units that are expected to benefit from the synergy effects of the business combination.
Goodwill
| 2025 | 2024 | |
|---|---|---|
| Cost at 1 January | 90 082 | 90 108 |
| Additions from acquisition | 19 294 | - |
| Impairment loss | -899 | - |
| Effects of changes in foreign exchange rates | 2 307 | -26 |
| Carrying amount at 31 December | 110 785 | 90 082 |
Allocated as follows:
| Cash Flow Generating Units | Acquisition year | Net carrying value |
|---|---|---|
| Höganäs Borgestad AS | 2006,2007 and 2028 | 46 071 |
| Norsk Ildfast Gjenvinning Drift AS | 2025 | 5 868 |
| Emcotech AB | 2025 | 13 427 |
| Höganäs Borgestad Production AB | 2011 | 15 578 |
| Höganäs Borgestad Eldfast Service AB | 2011 | 22 721 |
| Höganäs Borgestad Oy | 2015 and 2018 | 7 121 |
| Total | 110 785 |
Höganäs Borgestad AS, Höganäs Borgestad Eldfast Service AB, Höganäs Borgestad Production AB, Norsk Ildfast Gjenvinning Drift AS, Emcotech AB and Höganäs Borgestad Oy are all included in the Refractory segment. Goodwill allocated to Höganäs Borgestad Production AB, Höganäs Borgestad Eldfast Service AB, Höganäs Borgestad Energi & Ungsteknik AB, Emcotech AB and Höganäs Borgestad Oy is exposed to currency fluctuations.
Recoverable amount is the cash flow-generating unit's value in use. When assessing whether there is a need to write down goodwill, the recoverable amount is assessed against net assets, including goodwill on the balance sheet date. If the recoverable amount exceeds net assets, there is no need for impairment. Recoverable amount is based on value in use and calculated per cash flow generating unit/company. Assumptions used when calculating value in use are cash flow forecasts which are again based on budgets and business plans for each cash flow generating unit for a five-year period (defined period). Growth in the period is assessed by the cash flow generating unit. An increase of 2 percent is included for turnover growth, both in the period before terminal period and for terminal period. There are estimated improvements in EBIT margins in the five-year period according to the business plan that is prepared by management and approved by the Board of Directors. Growth of 2 (2) percent is assumed for the terminal period for all companies.
Historically, the EBIT development of Höganäs Borgestad and each cash flow generating unit has been broadly aligned with the assumptions applied in the goodwill impairment assessments. This consistency supports management’s view that the long-term EBIT projections used in the valuation reflect a reasonable and balanced assessment of the business’ earnings potential. Prerequisites for investments in the five-year period and the terminal period are approximately the same or like today's depreciation for all cash flow-generating units. For all cash flow-generating units working capital follows a percentage of revenue according to achieved percentage of working capital achieved in 2025. The cash flows are calculated based on the expected cash flow and the discount rate is based on a required return before tax of 11.7 (12.3) percent for the Norwegian entity, 9.8 (10.3) percent for Swedish entities and 9.9 (10.5) percent for the Finnish entity. The discount rate considers debt premium, market risk premium, debt ratio, tax rate and asset beta.
Based on calculations carried out and the assumptions made, an impairment of goodwill has been made as of December 31, 2025. The impairment is recognized in the Consolidated statement of income and is connected to the cash flow generating unit Höganäs Borgestad Energi & Ugnsteknik AB. The impairment is because the result of the calculations shows that the recoverable amount of the cash flow generating unit (the company) is below the balance sheet value of assets/liabilities, and thus an impairment is implemented. For all other cash-flow-generating units to which goodwill is allocated, the impairment tests show that the recoverable amount exceeds the carrying amount of the respective net assets, including goodwill. Accordingly, no impairment has been identified for these units. The determination of the recoverable amount is subject to estimation uncertainty, as it is based on management’s assumptions and judgements, including forecast EBIT, growth rates and discount rates. Management has assessed reasonably possible changes in the key assumptions applied in the 2025 impairment test for these units and concluded that such changes would not alter the outcome of the impairment assessment.
Acquisitions in 2025
Emcotech AB
In Q2 2025, the Group acquired 100% of the shares in Emcotech AB, a company specializing in refractory installation services and technical support. The acquisition strengthens the Group’s service offering in Sweden and provides access to an established customer base in the Scandinavian market. The total consideration amounted to MNOK 16 (MSEK 15.1), of which MNOK 11.0 was paid in cash at closing. The consideration is subject to adjustment for deviations from normalized working capital and net debt at the acquisition date. In addition, a contingent performance-based earn-out with a maximum value of MSEK 10, as of acquisition date, has been estimated at MSEK 0 may become payable 18 months after closing, subject to the fulfilment of agreed performance targets. The acquisition was financed through an increase in bank financing of MSEK 9, with the remainder settled in cash. The purchase price allocation identified customer relationships, order backlog and other identifiable intangible assets. The residual amount has been recognized as goodwill, reflecting expected synergies, workforce competence and the strengthening of the Group’s market position in Sweden. The recognized goodwill of the acquisition date amounted to MNOK 13.4 and excludes any amounts related to the potential earn-out.
Norsk Ildfast Gjenvinning Drift AS
In Q4 2025, the Group acquired 100% of the shares in Norsk Ildfast Gjenvinning Drift AS for MNOK 6. The recognized goodwill amounted to MNOK 5.9. NIGD operates a full‑scale recycling facility for refractory materials, including crushing and mixing capabilities, and has more than 30 years of experience in the industry. The plant is strategically located in the Mo i Rana industrial park, close to several of the Group’s existing customers. The acquisition supports the Group’s circular economic strategy and is expected to unlock new opportunities with both existing and potential customers. The Group plans to invest an additional MNOK 1 in upgrades to the facility. The acquisition was financed through an acquisition loan of MNOK 5 from Nordea Bank, with the remainder settled in cash.
Note 15. Inventories
Inventories are measured at the lower of cost and net realisable value. Net realisable value (NRV) is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is assigned using the FIFO method and includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. For in‑house produced goods, cost includes both variable and fixed production overheads allocated based on normal capacity utilisation.| Inventory | 2025 | 2024 |
| :--- | :--- | :--- |
| Raw materials | 39 147 | 24 936 |
| Work in progress | - | 5 |
| Finished goods own produced products | 50 497 | 52 982 |
| Goods purchased for resale | 48 418 | 48 331 |
| Total | 138 061 | 126 254 |
The specification above is net book value after deduction for impairment. The provision for impairment amounted to TNOK 9,503 (8,484) as of December 31, 2025.
| Write down | 2025 | 2024 |
|---|---|---|
| Balance at 1 January | -8 484 | -8 642 |
| Write-downs reversed, other | 1 212 | 1 315 |
| New write-downs recognized during the year | -1 769 | -1 212 |
| Foreign currency translation gain/(loss) | -462 | 55 |
| Balance at 31 December | -9 503 | -8 484 |
The amount of inventories recognised as an expense during the year is included in Materials, supplies and subcontracting, which amounted to TNOK 200,988 in 2025 (2024: TNOK 178,379). This amount includes the consumption of inventories during the period as well as any write‑downs to net realisable value and reversals of previous write‑downs.
Note 16. Cash and cash equivalents
Cash and cash equivalents include cash balances and bank deposits. Cash and cash equivalents are booked at nominal values in the balance sheet. Restricted funds are included in cash and cash equivalents.
| Cash | 2025 | 2024 |
|---|---|---|
| Unrestricted cash | 136 925 | 203 975 |
| Restricted cash | 15 651 | 16 487 |
| Total cash | 152 576 | 220 462 |
| Overdraft facility | 75 717 | 72 051 |
| Restricted deposits | -15 651 | -16 487 |
| Total available liquidity | 212 642 | 276 026 |
Restricted funds consist of tax deductions of TNOK 3,808 (4,692) and TNOK 11,843 (11,795) which are restricted funds in Agora Bytom. Tied up funds in Agora Bytom are a liquidity reserve of MEUR 1 in accordance with the company's loan agreement. Restricted funds in Agora Bytom are for security related to the outstanding debt towards Bank Pekao.
Note 17. Share capital and shareholder information
| Number of shares | |
|---|---|
| Ordinary shares outstanding 01.01.2024 | 1 402 482 841 |
| Rights issue 03.06.24* | 39 |
| Share reverse split 03.06.24 | -1 367 420 808 |
| 31.12.2024 | 35 062 072 |
| 31.12.2025 | 35 062 072 |
Information related to shares: *In June 2024 Borgestad increased the share capital by NOK 9.75 through the issue of 39 new shares, each with a nominal value of NOK 0.25, to facilitate for a reverse share split in the ratio 40:1. The company's share capital on December 31, 2025, is NOK 35 062 072 divided into 35 062 072 shares with a nominal value of NOK 1 per share. All shares have equal voting rights. There are no preferential rights or restrictions on the shares.
Own shares: The company has no own shares per December 31, 2025.
The 20 main shareholders at 31.12.25 are:
| Shareholder | Number of shares | Ownership interest |
|---|---|---|
| Kontrari AS | 10 462 736 | 29,84 % |
| Ses AS | 5 750 000 | 16,40 % |
| Auris AS | 1 968 727 | 5,61 % |
| Intertrade Shipping AS | 1 750 000 | 4,99 % |
| Gross Management AS | 1 707 759 | 4,87 % |
| Jakob Hatteland Holding AS | 1 270 522 | 3,62 % |
| Dione AS | 1 097 137 | 3,13 % |
| Regent AS | 828 487 | 2,36 % |
| Suveren AS | 637 808 | 1,82 % |
| Christiansen, Lars Aage Haaland | 626 437 | 1,79 % |
| North Sea Group AS | 507 204 | 1,45 % |
| Tohatt AS | 400 000 | 1,14 % |
| Hausta Investor AS | 391 018 | 1,12 % |
| Bratrud, Gudmund Joar | 334 467 | 0,95 % |
| Auberg Invest AS | 285 510 | 0,81 % |
| Torhus Andreas | 255 000 | 0,73 % |
| Babaco Invest AS | 250 000 | 0,71 % |
| Ar Vekst AS | 247 963 | 0,70 % |
| LGT Bank AG | 227 401 | 0,65 % |
| Batjak AS | 222 503 | 0,64 % |
| Total | 29 220 679 | 83,34 % |
| Other shareholders | 5 841 393 | 16,66 % |
| Total | 35 062 072 | 100,00 % |
Note 18. Borrowings
Borrowings are measured at amortised cost using the effective interest method. Transaction costs are deducted from the loan’s carrying amount and are amortised over the term of the loan as part of the effective interest rate. Gains and losses are recognised in profit or loss when borrowings are derecognised.
| Secured | Interest term | Maturity date | Effective interest rate | 31.12.25 | 2025 | 2024 |
|---|---|---|---|---|---|---|
| Bank loan (EUR) Agora Bytom | EURIBOR 1M + margin | 2028 | 5,59 % | - | 339 049 | 342 498 |
| Bank loan (SEK) Höganäs Borgestad | STIBOR 3M + 2,40 % | 2028 | 4,36 % | - | 45 418 | 44 003 |
| Bank loan (SEK) Höganäs Borgestad | STIBOR 3M + 2,40 % | 2028 | 4,36 % | - | 9 525 | - |
| Bank loan (SEK) Höganäs Borgestad | STIBOR 3M + 2,40 % | 2028 | 4,36 % | - | 5 472 | - |
| Bank loan (NOK) Höganäs Borgestad | NIBOR 3M + 3,25% | - | 8,20 % | - | - | 9 000 |
| Total secured long-term debt | 399 463 | 395 500 | ||||
| 1st year’s principal repayments | -60 047 | -51 900 | ||||
| Total long-term debt | 339 415 | 343 600 |
| Maturity profile bank loan (NOK 1 000) | 2025 | 2024 |
|---|---|---|
| Less then one year | 60 047 | 51 900 |
| One to two years | 20 020 | 14 254 |
| Two to three years | 319 396 | 19 216 |
| Three to four years | - | 309 130 |
| Four to five years | - | 1 000 |
| More than five years | - | - |
| Total | 399 463 | 395 500 |
| Overdraft facility | Interest term | Maturity date | Effective interest rate | 31.12.25 | 2025 | 2024 |
|---|---|---|---|---|---|---|
| Overdraft facility Nordea | 3 mnd Stibor + 2,40% | 2028 | 4,36 % | - | 11 835 | - |
Granted overdraft facility with Nordea is MSEK 80 as of December 31, 2025. The overdraft facility is available and granted for Höganäs Borgestad Group.
Mortgage loans are secured by mortgages on buildings, operating assets, stocks and accounts receivable. The loan agreements regarding mortgage loans in the refractory segment, Höganäs Borgestad Group, have the following covenants: minimum 30 percent equity at the end of each quarter and net interest-bearing debt, does not exceed 2.0 times EBITDA as of December 31. Höganäs Borgestad meet all covenant requirements agreed with Nordea per December 31, 2025. The loan agreement regarding the mortgage loan in Agora Bytom has a covenant that Net Operating Income (NOI) is at minimum of 190 percent of Interest Service Cover Ratio (ISCR) and "Loan to Value" (LTV) must at all times be equal to or lower than 60 percent of fair value of the shopping center. As of December 31, 2025, the Group fulfills all covenant requirements under the loan agreements relating to Agora Bytom and the Höganäs Borgestad Group.
| Pledged as security | 2025 | 2024 |
|---|---|---|
| Buildings, investment property and factory facilities | 755 000 | 754 998 |
| Fixtures, machinery and vehicles | 46 044 | 41 968 |
| Current assets | 300 800 | 263 083 |
| Total | 1 101 844 | 1 060 048 |
For the loan granted by Bank Pekao in Poland to Agora Bytom Sp. z o.o., security is provided in the shopping center buildings at a total of MNOK 1,934 (1,926). Borgestad ASA has, in addition to the securities provided a guarantee of MEUR 5,0. For Höganäs Borgestad security has been provided for a total of MNOK 218.1 (205.1) divided between property, receivables, inventory and operating accessories towards Nordea.
| Reconciliation 2025 | Other | New leases | Relocation | Foreign exchange | Cash flows | 2024 |
|---|---|---|---|---|---|---|
| Long-term borrowings | 339 416 | 1 079 | - | -21 630 | 1 370 | 14 997 |
| Short-term borrowings | 60 047 | - | 21 630 | 2 807 | -16 290 | 51 900 |
| Payment of lease liabilities | 46 213 | 4 878 | 16 439 | 4 895 | -21 715 | 41 716 |
| Overdraft facility | 11 835 | - | - | - | 11 835 | - |
| Total liabilities | 457 510 | 5 957 | 16 439 | - | 9 072 | -11 173 |
| Reconciliation 2024 | Other | New leases | Relocation | Foreign exchange | Cash flows | 2023 |
|---|---|---|---|---|---|---|
| Long-term borrowings | 343 600 | -362 | - | - | -7 898 | 16 118 |
| Short-term borrowings | 51 900 | - | - | 7 898 | 1 121 | -17 161 |
| Payment of lease liabilities | 41 716 | - | 9 388 | 13 167 | - | -20 933 |
| Overdraft facility | - | - | - | -24 098 | - | 24 098 |
| Total liabilities | 437 216 | 9 026 | 13 167 | 0 | 17 239 | -62 193 |
Note 19. Receivables and contract assets
The Group's receivables, which mainly consist of trade receivables with short maturities and receivables from lease agreements, are held to receive contractual cash flows and the cash flows only consist of payment of face value and any interest. Group receivables are measured at amortized cost, less provision for expected losses.
| Receivables and contract assets | 2025 | 2024 |
|---|---|---|
| Invoiced trade receivables | 163 233 | 144 140 |
| Expected credit loss | -11 290 | -12 068 |
| Trade receivables | 151 943 | 132 072 |
| Contract assets | 6 859 | 11 507 |
| Advances received (contract liability) | - | -4 364 |
| Other current receivables | 27 999 | 11 185 |
| Total receivables and contract assets | 186 801 | 150 399 |
Advances received relate to a prior‑year classification error and is presented within the comparative figures to ensure consistency with the 2024 balance sheet presentation.
| Aging profile of trade receivables | 2025 | 2024 |
|---|---|---|
| Not due | 135 738 | 119 591 |
| <30 days | 13 645 | 8 713 |
| 30-60 days | 2 794 | 899 |
| 61-90 days | 691 | 262 |
| >90 days | 10 366 | 14 675 |
| Total | 163 233 | 144 140 |
| Expected credit loss | -11 290 | -12 068 |
| Total | 151 943 | 132 072 |
| Change in provision for expected loss | 2025 | 2024 |
|---|---|---|
| January 01.01 | 12 068 | 12 385 |
| Change in provision during the year | -787 | -1 477 |
| Reversed previous provision | -200 | 424 |
| Translation difference and other changes | 209 | 736 |
| Provision 31th December | 11 290 | 12 068 |
| This year losses | 243 | - |
Provision for losses, in both the opening and closing balance sheet, as well as changes in ascertained losses on claims are mainly linked to Agora Bytom.
| Other receivables | 2025 | 2024 |
|---|---|---|
| Income accruals | - | 1 220 |
| Cost accruals | 54 | 1 822 |
| Prepayment to suppliers | 9 765 | 5 197 |
| Tax and value added tax | 12 787 | 2 104 |
| Other current assets | 5 394 | 842 |
| Total | 27 999 | 11 185 |
Note 20.# Financial risk and capital management
Financial risk
The Group uses financial instruments such as bank loans to obtain capital for investments in the company's operations. In addition, the Group has financial instruments such as accounts receivable, accounts payable, etc. which are directly linked to the company's daily operations. Routines for risk management have been adopted by the board and are carried out by a central finance department in collaboration with the individual operating units. The most important financial risks the Group is exposed to are related to interest rate risk, liquidity risk, currency risk and credit risk. The Group's management has an ongoing assessment of these risks and sets guidelines for how these are to be handled. In accordance with the Group's strategy for interest rate and currency exposure, the Group sometimes uses financial derivatives to reduce this risk.
i) Credit risk
The Group only trades with approved creditworthy counterparties. All counterparties who receive credit from the Group, for example customers, must be approved and subject to an assessment of creditworthiness. The Group is not exposed to any significant credit risk from a single counterparty, nor from groups of counterparties with similar credit risk characteristics. In accordance with the expected credit loss model under IFRS 9, Borgestad applies the simplified approach and therefore recognises lifetime expected credit losses on all receivables. The calculation of expected credit losses is performed at the company level and is based on both historical loss experience and forward‑looking information. When estimating expected credit losses for trade receivables, whether current or past due, the Group assesses all available information, including historical loss patterns and future expectations. This forms the basis for determining loss allowances on both an individual and collective basis.
The Group’s maximum exposure to credit risk corresponds to the carrying amount of its financial assets, including derivatives, as presented in the balance sheet. As counterparties to derivative contracts and bank deposits are typically financial institutions, the associated credit risk is considered to be very low. In addition, the counterparty for pension assets is a Norwegian insurance company, and the related credit risk is regarded as minimal. The Group therefore considers its maximum credit risk exposure to be the carrying amounts of long‑term receivables, trade receivables and other short‑term receivables; see note v) for an overview of the amounts included in these categories.
ii) Interest rate risk
The Group is exposed to interest rate risk through placement and financing activities. As of December 31, 2025, the Group had a floating interest rate for most of its deposits, receivables and loans. For the mortgage loan in Agora Bytom, 70 percent of the loan of MEUR 28,9 is secured at a fixed rate of 3.17 percent above the interest margin of 2.80 percent until maturity, December 31, 2028.
| Year | Change in the interest rate level in percentage points | Effect on profit before tax (NOK 1 000) | Effect on equity (NOK 1 000) |
|---|---|---|---|
| 2025 | +/-1 % poeng | -/+ 654 | -/+ 5 990 |
| 2024 | +/-1 % poeng | -/+ 260 | -/+ 8 496 |
All fixed interest contracts entered are accounted for as cash flow hedges. In the tables below these contracts are specified.
| 2025 | Interest derivatives | Secured amount | Maturity remaining | Fair value | Change in value throughout the year |
|---|---|---|---|---|---|
| Agora Bytom Sp. z o.o. ** | 239 584 | 2,5 år | -6 984 | 2 978 |
| 2024 | Interest derivatives | Secured amount | Maturity remaining | Fair value | Change in value throughout the year |
|---|---|---|---|---|---|
| Agora Bytom Sp. z o.o.** | 242 741 | 3,5 år | -9 962 | -15 907 |
** 70 (70) percent of the loan linked to Agora Bytom is secured with an interest rate of 3.17 (3.17) percent + 2.80 (2.80) percent margin.
The derivatives above are contracts where floating interest has been exchanged for fixed interest. The interest derivatives above are accounted for as hedging instruments with a change in fair value recognised in other comprehensive income (OCI). The interest derivative in Agora Bytom Sp. z o.o. is entered into in EUR and the secured amount amounts to MEUR 20.2 (20.6), which corresponds to 70 (70) percent of the company's mortgage loan.
| Interest on loans measured at amortized cost | 2025 | 2024 |
|---|---|---|
| Bank loan | 25 574 | 22 697 |
| Total sum | 25 574 | 22 697 |
iii) Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The Board of Directors and Group management consider the Group’s debt structure to be appropriate and its liquidity position to be sufficient. The Group’s strategy for managing liquidity risk is to maintain adequate cash resources at all times, ensuring the ability to meet financial obligations when they fall due, both under normal conditions and in periods of extraordinary circumstances. Unused credit facilities are presented in Note 16.
The following table shows an overview of the maturity structure for the group's financial obligations, based on undiscounted contractual payments. In cases where the counterparty can demand earlier redemption, the amount is given in the earliest period in which payment can be required from the counterparty. If the obligation can be redeemed on request, these are included in the first column for which the obligation can be redeemed.
| Remaining period 31.12.25 | 0-3 mth. | 3-12 mth. | 1-3 year | 3 years or more | Total |
|---|---|---|---|---|---|
| Interest-bearing debt | 15 012 | 45 035 | 339 417 | - | 399 464 |
| Other non-current liabilities | 124 | 10 425 | 6 984 | - | 17 533 |
| Interest expenses | 5 396 | 16 187 | 36 543 | - | 58 126 |
| Lease liabilities | 4 084 | 12 251 | 28 029 | 10 740 | 55 104 |
| Trade payables | 55 471 | - | - | - | 55 471 |
| Other short-term liabilities | 87 876 | 39 046 | - | - | 126 922 |
| Total | 167 962 | 122 945 | 410 972 | 10 740 | 712 619 |
| Remaining period 31.12.24 | 0-3 mth. | 3-12 mth. | 1-3 year | 3 years or more | Total |
|---|---|---|---|---|---|
| Interest-bearing debt | 12 975 | 38 925 | 342 600 | 1 000 | 395 500 |
| Other non-current liabilities | - | - | 10 713 | - | 10 713 |
| Interest expenses | 6 068 | 16 491 | 58 066 | 41 | 80 666 |
| Lease liabilities | 4 563 | 13 689 | 28 139 | 5 859 | 52 251 |
| Trade payables | 68 489 | - | - | - | 68 489 |
| Other short-term liabilities | 95 837 | 27 411 | - | - | 123 248 |
| Total | 187 932 | 96 516 | 439 518 | 6 900 | 730 866 |
Note 18 contains more information about long-term loan.
iv) Currency risk
The Group companies are exposed to currency risk due to production, buying and selling in several different countries and in different currencies. The most important currencies are NOK, SEK, PLN and EUR. The Group's available liquid assets are held in NOK, EUR, PLN and SEK. The tables below show the sensitivity of the consolidated balance sheet to potential changes in the krone exchange rate for each EUR, PLN and SEK with all other ratios held constant.
| Year | Change in EUR exchange rate | Effect on profit before tax | Effect on equity |
|---|---|---|---|
| 2025 | +/- 1 % | +/- 808 | +/- 157 |
| 2024 | +/- 10 % | +/- 5 981 | +/- 50 851 |
| Year | Change in PLN exchange rate | Effect on profit before tax | Effect on equity |
|---|---|---|---|
| 2025 | +/- 2 % | +/- 290 | +/- 14 |
| 2024 | +/- 10 % | +/- 2 282 | +/- 573 |
| Year | Change in SEK exchange rate | Effect on profit before tax | Effect on equity |
|---|---|---|---|
| 2025 | +/- 4 % | +/- 99 | +/- 8 905 |
| 2024 | +/- 10 % | +/- 2 271 | +/- 29 293 |
v) Classification of financial instruments
| 31.12.25 | Derivatives that are hedging instruments | Shares at fair value through profit or loss | Loans and receivables at amortized cost and bank deposits | Financial liabilities measured at amortized cost |
|---|---|---|---|---|
| Non-current financial assets | ||||
| Other financial assets | - | - | 5 330 | - |
| Other shares | - | - | - | - |
| Total non-current financial assets | ||||
| Trade receivables | - | - | 186 801 | - |
| Other receivables | - | - | 27 999 | - |
| Cash and cash equivalents | - | - | 152 576 | - |
| Total financial assets | - | - | 372 706 | - |
| Interest-bearing debt long term | ||||
| Interest-bearing debt | - | - | - | 339 416 |
| Other non-current liabilities | 17 533 | |||
| Lease liability | 30 475 | |||
| Interest-bearing debt short term | ||||
| Interest-bearing debt | - | - | - | 60 047 |
| Lease liability | 15 738 | |||
| Trade payables | - | - | - | 55 471 |
| Public duties payable | - | - | - | 29 038 |
| Other short-term liabilities | - | - | - | 90 733 |
| Total financial obligations | 17 533 | - | - | 620 917 |
| 31.12.24 | Derivatives that are hedging instruments | Shares at fair value through profit or loss | Loans and receivables at amortized cost and bank deposits | Financial liabilities measured at amortized cost |
|---|---|---|---|---|
| Non-current financial assets | ||||
| Other financial assets | - | - | 6 216 | - |
| Other shares | - | 32 | - | - |
| Total non-current financial assets | ||||
| Trade receivables | - | - | 139 214 | - |
| Other receivables | - | - | 11 185 | - |
| Cash and cash equivalents | - | - | 220 462 | - |
| Total financial assets | - | 32 | 377 077 | - |
| Interest-bearing debt long term | ||||
| Interest-bearing debt | - | - | - | 343 600 |
| Other non-current liabilities | 10 713 | |||
| Lease liability | 24 730 | |||
| Interest-bearing debt short term | ||||
| Interest-bearing debt | - | - | - | 51 900 |
| Lease liability | 16 986 | |||
| Trade payables | - | - | - | 68 489 |
| Public duties payable | - | - | - | 28 991 |
| Other short-term liabilities | - | - | - | 82 330 |
| Total financial obligations | 10 713 | - | - | 617 025 |
vi) Fair value of financial instrument
For financial assets without an observable market value, the Group estimates fair value based on available information, including transaction data, price indications and internal assessments of cash flows and value‑adjusted equity. Key uncertainties relate to developments in earnings, changes in the risk profile of the investment and adjustments to the Group’s required rate of return.
The following financial instruments are not measured at fair value: cash and cash equivalents, trade receivables, other short‑term receivables, overdrafts, trade payables and long‑term debt. The carrying amounts of these items approximate fair value due to their short maturities and ordinary market terms. The Group has not entered into interest‑bearing agreements that deviate significantly from normal market conditions.
Fair value hierarchy
The Group classifies fair value measurements in accordance with the IFRS fair value hierarchy (levels 1–3). The Group has only a limited number of instruments measured at fair value, and there were no transfers between levels during the period.Financial instruments measured at fair value (assets and liabilities) 31.12.25
| Level 1 | Level 2 | Level 3 | |
|---|---|---|---|
| Hedging derivatives with changes in value through other comprehensive income | -6 984 | - | -6 984 |
| Equity instruments held for trading with a change in value through profit or loss | 7 | - | - |
| Total | -6 977 | - | -6 984 |
Financial instruments measured at fair value (assets and liabilities) 31.12.24
| Level 1 | Level 2 | Level 3 | |
|---|---|---|---|
| Hedging derivatives with changes in value through other comprehensive income | -9 962 | - | -9 962 |
| Equity instruments held for trading with a change in value through profit or loss | 32 | - | - |
| Total | -9 930 | 0 | -9 962 |
Specification of changes in level 3
| 2025 | 2024 | |
|---|---|---|
| Balance sheet as of 01. January | 32 | 169 |
| Purchase, sale, issue and settlement | - | 50 |
| Gains and losses recognised in the current profit and loss statement | 25 | - |
| Reclassifying | - | -162 |
| Total | 7 | 32 |
vii) Capital management
Borgestad ASA primarily holds investments in property as well as long-term shareholdings in affiliated and jointly controlled companies. As these investments are predominantly long-term in nature, the Group aims to secure an appropriate capital structure by utilizing a combination of equity and long-term debt financing. The Group continuously seeks to adjust the development of its equity ratio according to short-term and long-term needs. The equity ratio is calculated as book equity in relation to total assets. The equity ratio as of December 31, 2025, and 2024 was 54.7 percent and 55.3 percent respectively. See Note 18 for further information on interest-bearing debt.
Borgestad ASA aims to achieve the best possible share price through efficient and profitable management of the Group's resources. A competitive return must be achieved through value appreciation and the payment of dividends. The return must be competitive compared to other investment alternatives with the same risk. The dividend must be in relation to the company's results, equity needs and future prospects.
Note 21. Climate risk
The climate changes that the world is facing today are significant, and this entails risks, but also opportunities for companies. Climate risk refers to potential damage or negative impact on human and natural systems as a result of climate change. This can include physical risks, such as damage from extreme weather events, as well as transition risks related to the green shift, such as changes in political and regulatory framework conditions or market changes and economic losses due to the phasing out of fossil fuels in the transition to a low carbon economy.
Borgestad has so far carried out an overall assessment of its exposure to climate risk guided by the framework from the Task Force on Climate-related Financial Disclosure (TCFD). Based on assessments performed to date, the Group has not identified any financial impacts from climate-related risks that would affect significant accounting judgements, including inputs used in impairment testing.
Note 22. Other current liabilities
| Other current liabilities | 2025 | 2024 |
|---|---|---|
| Accrued costs | 7 754 | 7 675 |
| Advance from customers | 1 037 | 3 366 |
| Holiday pay and other debts to employees | 50 651 | 51 553 |
| Other current liabilities | 31 292 | 19 736 |
| Total | 90 733 | 82 330 |
Note 23. Contractual obligations
As of December 31, 2025, the Group has issued guarantees totalling TNOK 6,806 (14, 261). The guarantees include customs guarantees and performance guarantees related to both product deliveries and installation projects, and represent contingent obligations that only become payable if the underlying commitments are not fulfilled.
Note 24. Contingent liabilities
In July 2018, three Danish companies initiated a lawsuit against Borgestad ASA, Borgestad Properties AS and Agora Bytom Sp. z.o.o at Oslo district court. The Danish companies claimed to have claims against the defendants for payment of additional project administration related to the construction of the shopping center in Agora Bytom. In July 2019, the Court of Appeal rejected the case for procedural reasons with respect to one of the Danish companies (lack of legal interest) and Agora Bytom (court/arbitration clause). This decision is final.
In 2022, the claimants and Borgestad ASA entered into a settlement, whereby Borgestad ASA is obliged to pay MNOK 4 with addition of indexation (KPI) to the other parties in the event of a future sale and/or if Borgestad decreasing its direct or indirect influence, control and/or ownership to less than 50 percent of the Agora Bytom shopping center. The settlement also means that the other parties have waived any right to bring forward further claims arising from or connected to the Agora Bytom project against Borgestad ASA, Borgestad Properties AS, Agora Bytom Sp. z.o.o., as well as former or current board members and employees of the companies. The Group has not made any provisions in the accounts as the claim is assessed as a contingent liability arising at the time of a potential sale of the Agora Bytom shopping centre.
Note 25. Investment in subsidiaries
Transactions with subsidiaries are eliminated in the consolidated accounts and do not represent transactions with related parties. The consolidated Group accounts include the accounts of Borgestad ASA with subsidiaries and related parties as summarized:
| Subsidiary | Country of incorporation | Main operations | Ownership interest 2025 | Ownership interest 2024 |
|---|---|---|---|---|
| Borgestad Properties AS | Norway | Holding company | 100,00 % | 100,00 % |
| Agora Bytom Sp. z o.o. | Poland | Real estate company | 100,00 % | 100,00 % |
| GZMO Sp. z o.o. | Poland | Real estate company | 100,00 % | 100,00 % |
| Idea Property & Asset Management Sp. z o.o. | Poland | Property Management | 100,00 % | 100,00 % |
| Facility Service Sp. z o.o. | Poland | Property Management | 100,00 % | 100,00 % |
| Borgestad Industries AS | Norway | Holding company | 100,00 % | 100,00 % |
| Borgestad Industries AB | Sweden | Holding company | 100,00 % | 100,00 % |
| Höganäs Borgestad Holding AB | Sweden | Holding company | 69,68 % | 69,68 % |
| Höganäs Borgestad AS | Norway | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Norsk Ildfast Gjenvinning Drift AS | Norway | Supplier of refractory products | 69,68 % | 0,00 % |
| Höganäs Borgestad Production AB | Sweden | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Borgestad Eldfast Service AB | Sweden | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Fastighets AB | Sweden | Real estate company | 69,68 % | 69,68 % |
| Höganäs Borgestad Energi & Ugnsteknik AB | Sweden | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Emcotech AB | Sweden | Installation of flue gas cleaning systems | 69,68 % | 0,00 % |
| Höganäs Borgestad Oy | Finland | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Germany GmbH | Germany | Supplier of refractory products | 0,00 % | 69,68 % |
| Höganäs Bjuf Italia Srl | Italy | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Contracting Asia Pacific Sdn Bhd | Malaysia | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Asia Pacific Sdn Bhd | Malaysia | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Eastern Europe Sp.z o.o. | Poland | Supplier of refractory products | 69,68 % | 69,68 % |
There are no differences between the number of shares and voting rights for the shareholders in Höganäs Borgestad Holding AB. Höganäs Borgestad Holding AB owns 100 percent of all the other companies within Höganäs Borgestad Group. The table above shows Borgestad ASA indirect or direct ownership interest for the companies.
Note 26. Events after the balance sheet date
Sale leaseback
In relation to the sale leaseback transaction with Bjuv Municipality described in note 11, Borgestad Group has been informed that an appeal against the Administrative Court of Appeal’s decision has been filed within the extended deadline granted to the complainant. The matter will be handled by the Supreme Administrative Court, which will determine whether to admit the appeal for review.
Dividend proposal
The Board of Directors has exercised the authorization granted by the Annual General Meeting in 2025 to distribute an ordinary dividend of NOK 0,50 per share for the fiscal year 2025. The dividend corresponds to TNOK 17 500 and was paid to the shareholders on March 6, 2026. The dividend was distributed as repayment of paid-in capital.
War in Middle East
After the balance sheet date, the outbreak of war in the Middle East region has contributed to increased global uncertainty. For the Group, this development is not expected to be positive for overall performance due to the uncertainty it creates in the general business environment. The direct financial impact is difficult to assess; however, potential indirect effects may include increased refractory raw material prices driven by higher energy costs. The potential impact on Agora Bytom is assessed as limited, as fixed energy prices for 2026 were secured at the beginning of the year, before energy prices increased.
Financial statements Borgestad ASA
Income statement (NOK 1 000)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Operating income and operating expenses | |||
| Revenue | 2 | 4 052 | 2 974 |
| Other operating income | 2 | 657 | 5 463 |
| Total revenue | 4 709 | 8 438 | |
| Salary and personnel expenses | 2,3,4 | 9 376 | 9 127 |
| Depreciation | 5 | 180 | 242 |
| Other operating expenses | 6 | 9 961 | 9 287 |
| Total operating expenses | 19 516 | 18 656 | |
| Operating profit | -14 808 | -10 219 | |
| Finance income | 7,8,9 | 42 030 | 62 682 |
| Finance cost | 7,8,9 | 40 481 | 13 221 |
| Net financial income | 1 549 | 49 462 | |
| Profit before taxes | -13 258 | 39 244 | |
| Income tax | 10 | - | - |
| Profit for the year | -13 258 | 39 244 | |
| Allocated as follows: | |||
| Proposed dividend | 11 | 17 531 | 28 050 |
| Transfer to other equity | 11 | -30 789 | 11 194 |
Balance sheet
| (NOK 1 000) | Note | 2025 31.12. | 2024 31.12. |
| :--- | :--- | :--- | :--- || Assets | Note | 2025 | 2024 |
| :--- | :--- | :--- | :--- |
| Property, plant and equipment | 5 | 519 | 699 |
| Shares in subsidiaries | 8 | 348 134 | 386 810 |
| Loan to group companies | 9 | 205 120 | 192 238 |
| Investments in associated companies and other shares | 12 | - | 25 |
| Loan to associated companies | 9,12 | - | 4 259 |
| Total non-current assets | | 553 773 | 584 031 |
| Loan to associated companies | 9,12 | 4 000 | - |
| Trade and other receivables subsidiaries | 9 | 26 758 | 28 203 |
| Other receivables | | 503 | 1 229 |
| Bank deposits | 13 | 98 828 | 112 173 |
| Total current assets | | 130 089 | 141 606 |
| Total assets | | 683 863 | 725 637 |
| Equity and liabilities | Note | 2025 | 2024 |
|---|---|---|---|
| Share capital | 11 | 35 062 | 35 062 |
| Share premium reserve | 11 | 211 759 | 211 759 |
| Other paid-in equity | 11 | 384 340 | 429 921 |
| Total paid-in capital | 631 161 | 676 741 | |
| Other equity | 11 | 24 771 | 10 872 |
| Total equity | 11 | 655 931 | 687 614 |
| Pension liabilities | 4 | 5 794 | 5 645 |
| Other provisions | 124 | 751 | |
| Total long-term liabilities | 5 918 | 6 396 | |
| Trade creditors | 9 | 1 304 | 1 059 |
| Accrued public taxes | 758 | 831 | |
| Other short-term liabilities | 9 | 19 951 | 29 737 |
| Total current liabilities | 22 013 | 31 627 | |
| Total equity and liabilities | 683 862 | 725 637 |
Lysaker, April 29, 2026
Board of Directors, Borgestad ASA
Glen Ole Rødland (Chairman), Helene Bryde Steen (Board Member), Jacob Andreas Møller (Board Member), Wenche Kjølås (Board Member), Jan Erik Sivertsen (Board Member), Pål Feen Larsen (CEO)
The document is electronically signed.
Cash flow statement (NOK 1 000)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Profit before income taxes | -13 258 | 39 244 | |
| Net sales loss/(gain) and write-downs | 5,7 | 39 011 | 2 335 |
| Depreciation | 5 | 180 | 242 |
| Accrued interest, not paid | 9 | -6 418 | -13 946 |
| Change in receivables and liabilities subsidiaries | 9 | -31 755 | -58 080 |
| Change in receivables and liabilities | -509 | 46 | |
| Cash flow from operating activities | -12 750 | -30 160 | |
| Proceeds from sale of other investments | 5 | - | 5 939 |
| Proceeds from sale of fixed assets | 12 | 626 | 5 250 |
| Proceeds from investment in shares | 12 | 65 | -25 |
| Cash flow investment activities | 691 | 11 164 | |
| Proceeds from borrowings subsidiary | 26 763 | - | |
| Dividend paid to shareholders | -28 050 | - | |
| Cash flow from financial activities | -1 287 | 0 | |
| Net cash flow this year | -13 346 | -18 996 | |
| Cash position January 1. | 112 173 | 131 168 | |
| Liquidity December 31. | 13 | 98 828 | 112 173 |
Borgestad ASA, Notes to the financial statements
Note 1. Accounting Principles
The financial statements are prepared and presented in Norwegian kroner (NOK). The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway as of December 31, 2025.
Sales
Rental income is recognised on a straight-line basis over the lease period. Gains on the sale of fixed assets are recognised as income at the time of sale. Interest income is recognised when it has been earned, while dividends are recognised as income when approved by the general meeting. However, dividends and Group contributions from subsidiaries are recognised as income in the same year as provisions are made in the subsidiary. Realised gains and losses on the sale of securities are recognised in the income statement when electronic trading has been carried out or a bilateral agreement has been entered into with the buyer. Gains/losses are included among financial income and expenses.
THE USE OF ESTIMATES
Preparation of the annual accounts in accordance with generally accepted accounting principles requires management to make judgments, estimates and assumptions that affect the application of accounting principles, as well as the reported amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are reviewed and assessed on an ongoing basis and are based on historical experience and various other factors considered to be reasonable. Changes to the accounting estimates are recognised in the profit and loss account in the same period as the one in which the estimates are revised, unless deferred allocations are prescribed by generally accepted accounting principles.
Property, plant and equipment
Property, plant and equipment is capitalized and depreciated over the estimated useful economic life. Direct maintenance costs are expensed as incurred, whereas improvements and upgrading are assigned to the acquisition cost and depreciated along with the asset. If carrying value of a non-current asset exceeds the estimated recoverable amount, the asset is written down to the recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value.
Subsidiaries, investments in associate and other shares
Subsidiaries, investments in associate and other shares are valued by the cost method in the company accounts. The investment is valued as cost of acquiring shares in the subsidiary, providing that write down is not required. Write down to fair value will be carried out if the reduction in value is caused by circumstances which may not be regarded as incidental and deemed necessary by generally accepted accounting principles. Write downs are reversed when the cause of the initial write down are no longer present. Dividends and other distributions are recognized in the same year as appropriated in the subsidiary accounts. If dividends exceed withheld profits after acquisition, the exceeding amount represents reimbursement of invested capital, and the distribution will be subtracted from the value of the acquisition in the balance sheet.
FOREIGN CURRENCY
Operating income and expenses, as well as lending, are mainly in NOK, EUR and PLN. Transactions in foreign currencies are translated into NOK using the exchange rates applicable at the time of each transaction. Monetary items in foreign currencies are translated into NOK using the exchange rates applicable on the balance sheet date. Non-monetary items that are measured at fair value in a foreign currency are translated into NOK using the exchange rates applicable on the date of measurement. Valuation changes due to exchange rate fluctuations are recorded on a continuous basis under other financial items.
RECEIVABLES
Trade receivables and other receivables are recorded at par value after the subtraction of a provision for expected losses. Provisions are made for losses based on individual assessments of each receivable.
LOAN
Bond issues are accounted for at amortized cost using the effective interest rate method. Unamortised transaction costs are recognised against the loan account on the balance sheet and amortisation costs are reflected in the income statement as interest expenses.
PENSIONS
Defined benefit plans
A defined-benefit pension agreement defines the employees' entitlement to agreed future pension benefits that normally depend on factors such as age, number of years employed and salary terms. Defined-benefit pension plans are assessed at the present value of future pension benefits that are considered to have been earned on the balance sheet date for accounting purposes. Pension funds are valued at fair value. The pension obligation is calculated annually by independent actuaries based on a linear earning method. The present value of a pension obligation under a defined benefit pension plan is calculated by discounting the future payments based on the market's effective interest rate on the balance sheet date. Changes in the liability due to changes in and deviations in the calculation assumptions are recognised directly in equity.
Defined contribution plans
The company also has a defined-contribution pension plan as a collective occupational pension. The pension cost is allocated to profit and loss, and there are no obligations for the company beyond the annual payment.
CLASSIFICATION AND ASSESMENT OF BALANCE SHEET ITEMS
Current assets and current liabilities comprise items that fall due within one year after the balance sheet date. Other items are classified as non-current assets/non-current liabilities. Current assets are valued at the lower of acquisition cost or fair value. Current debt is recognised at its nominal value at the time it was recorded. Non-current assets are valued at acquisition cost but written down to fair value whenever impairment is deemed non-transient. Non-current debt is recognised at nominal value. Fixed interest rate bonds are accounted for at amortised cost.
TAX
The tax expense in the income statement includes both the tax payable for the period and changes in deferred tax. Deferred tax is calculated at a nominal value rate based on the temporary differences that exist between accounting and tax values, and tax losses carried forward at the end of the accounting year. Tax increasing and tax decreasing temporary differences that reverse or can be reversed in the same period are offset. Net deferred tax assets are recognised to the extent that it is probable that they can be utilised. Tax payable and deferred tax are recognised directly against equity to the extent that the tax items relate to items recognised directly to equity.
CASH FLOW STATEMENT
The cash flow statement is prepared according to the indirect method. Cash and cash equivalents consist of cash, bank deposits and other current, liquid investments.
All figures in the notes to Borgestad ASA’s company accounts are presented in NOK thousands unless otherwise stated.
Note 2. Revenue and other income
| By business area | 2025 | 2024 |
|---|---|---|
| Rental income | 13 | 24 |
| Services | 3 950 | 2 950 |
| Gain from disposal of fixed tangible assets | 626 | 5 463 |
| Total | 4 709 | 8 438 |
| Geographical distribution | 2025 | 2024 |
|---|---|---|
| Norway | 759 | 5 488 |
| Sweden | 3 950 | 2 950 |
| Total | 4 709 | 8 438 |
In 2024, Borgestad ASA sold its former head office property in Skien, realizing a profit of NOK 5.5 million. The property was sold to Gunnar Knudsens veg 144 AS, a company in which Borgestad ASA simultaneously acquired a 10% ownership stake. In 2025, Borgestad ASA divested its remaining 10% shareholding in Gunnar Knudsens veg 144 AS, thereby completing its exit from the investment.Borgestad ASA has received TNOK 54 in 2024 in grants from the compensation scheme for electricity support for businesses classified as a reduction in electricity costs.
Note 3. Salary and personnel expense and management remuneration
See the Group's Note 5 for remuneration to the Board of Directors and Group Executive Management.
| Compensation of employees | 2025 | 2024 |
|---|---|---|
| Salaries including board fees | 7 707 | 7 519 |
| Social security costs | 1 267 | 1 245 |
| Pension costs | 277 | 197 |
| Other personnel costs | 124 | 167 |
| Total salaries and personnel expense | 9 376 | 9 127 |
The number of man-years that has been employed during the financial year: 3 3
| External audit remuneration | 2025 | 2024 |
|---|---|---|
| Statutory audit | 1 476 | 1 674 |
| Other assurance services | 32 | 120 |
| Tax consultant services | - | - |
| Other non-audit services | - | - |
| Total | 1 508 | 1 794 |
Note 4. Pension
The company is obliged to have a pension plan pursuant to the Mandatory Occupational Pension Act in Norway. The company’s pension plans satisfy the legal requirements. The company has a defined contribution pension plan that includes full-time employees, a total of three persons as of December 31, 2025. The contribution is between 5 and 8 percent of the basic salary. In addition, the company has an unsecured defined benefit pension plan for 2 persons. The pension plan was closed for new employees at the transition date.
| Total pension expense recognised in profit and loss | 2025 | 2024 |
|---|---|---|
| Pension expense recognised from defined benefit plans | - | - |
| Interest expenses | 171 | 206 |
| Estimated pension cost/income for defined benefit plans | 171 | 206 |
| Contributions to defined contribution plans | 325 | 268 |
| Contributions AFP | 67 | 40 |
| Total pension expense recognised in profit and loss | 564 | 514 |
| Unsecured pension: | ||
|---|---|---|
| Number of people in the agreement at the end of the year: | ||
| Number of active | - | - |
| Number of retired | 2 | 2 |
| Gross pension obligation including social security tax | 5 794 | 5 645 |
| Estimate variance | 2025 | 2024 |
|---|---|---|
| Encountered estimate deviations on pension liabilities unsecured schemes (negative sign is losses) | -893 | -321 |
| Total estimate deviations recognised directly to equity | -893 | -321 |
The year’s pension costs are calculated as follows:
| | 2025 | 2024 |
| :--- | :--- | :--- |
| Social security tax | 14,1 % | 14,1 % |
| Average turnover | 0,0 % | 0,0 % |
| Pension liabilities and pension assets: | | |
| Discount rate | 4,00 % | 3,30 % |
| Wage growth in % | 4,00 % | 3,50 % |
| G-regulation | 3,75 % | 3,25 % |
| Pension adjustments in % | 4,70 % | 1,90 % |
| Expected return | 4,00 % | 3,30 % |
Note 5. Property, plant and equipment
| Car | |
|---|---|
| Accumulated cost as at 1 January | 898 |
| Additions | - |
| Disposals | - |
| Accumulated cost as at 31 January | 898 |
| Accumulated depreciation 01.01 | 199 |
| Depreciation | 180 |
| Disposals | - |
| Accumulated depreciation 31.12 | 379 |
| Carrying value | 519 |
| Economic life | 5 years |
| Depreciation method | linear |
Borgestad ASA lease office spaces at a cost of TNOK 366. The lease expires 31. May 2026.
Note 6. Other operating expenses
| Other operating expenses | 2025 | 2024 |
|---|---|---|
| Audit fees, financial and legal assistance | 7 224 | 7 013 |
| Operation and maintenance | 1 750 | 1 525 |
| Travel expenses and associated costs | 397 | 371 |
| Rent office space | 366 | 96 |
| Lease of fixed assets | - | 70 |
| Other | 223 | 212 |
| Total | 9 961 | 9 287 |
Note 7. Financial income and financial cost
| Finance income and finance cost | 2025 | 2024 |
|---|---|---|
| Interest income from investments in subsidiaries | 26 758 | 29 991 |
| Interest income from group companies | 7 448 | 13 946 |
| Interest income | 5 201 | 5 750 |
| Foreign currency gains | 2 584 | 8 898 |
| Gain on disposal of other shares | 40 | 4 097 |
| Financial income | 42 030 | 62 682 |
| Foreign currency loss | -76 | -12 |
| Write down on financial asset | -39 754 | -12 042 |
| Other financial cost | -650 | -1 167 |
| Financial cost | -40 481 | -13 221 |
| Net other financial income/(-) cost | 1 549 | 49 462 |
Note 8. Subsidiaries
| Direct ownership | Investment year | Location, city | Ownership in % | Equity as at 31 Dec. 2025 | Profit/(loss) for the year | Book value 31.12.25 | Book value 31.12.24 |
|---|---|---|---|---|---|---|---|
| Borgestad Properties AS | 1998 | Skien, Norway | 100 % | 197 070 | -17 805 | 197 070 | 235 746 |
| Borgestad Industries AS | 2013 | Skien, Norway | 100 % | 170 019 | -643 | 151 064 | 151 064 |
| Total | 348 134 | 386 810 |
| Specification of reversals/write-downs of financial assets: | 2025 | 2024 |
|---|---|---|
| Reversal/(-) write-down of shares in subsidiaries | -38 677 | -11 895 |
In 2025, Borgestad ASA has received a Group contribution from Borgestad Properties AS of MNOK 26,76.
| Ownership interest | Country of incorporation | Main operations | 2025 | 2024 |
|---|---|---|---|---|
| Borgestad Properties AS | Norway | Holding company | 100,00 % | 100,00 % |
| Agora Bytom Sp. z o.o. | Poland | Real estate company | 100,00 % | 100,00 % |
| GZMO Sp. z o.o. | Poland | Real estate company | 100,00 % | 100,00 % |
| Idea Property & Asset Management Sp. z o.o. | Poland | Property Management | 100,00 % | 100,00 % |
| Facility Service Sp. z o.o. | Poland | Property Management | 100,00 % | 100,00 % |
| Borgestad Industries AS | Norway | Holding company | 100,00 % | 100,00 % |
| Borgestad Industries AB | Sweden | Holding company | 100,00 % | 100,00 % |
| Höganäs Borgestad Holding AB | Sweden | Holding company | 69,68 % | 69,68 % |
| Höganäs Borgestad AS | Norway | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Norsk Ildfast Gjenvinning Drift AS | Norway | Supplier of refractory products | 69,68 % | 0,00 % |
| Höganäs Borgestad Production AB | Sweden | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Borgestad Eldfast Service AB | Sweden | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Fastighets AB | Sweden | Real estate company | 69,68 % | 69,68 % |
| Höganäs Borgestad Energi & Ugnsteknik AB | Sweden | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Emcotech AB | Sweden | Installation of flue gas cleaning systems | 69,68 % | 0,00 % |
| Höganäs Borgestad Oy | Finland | Installation and supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Germany GmbH | Germany | Supplier of refractory products | 0,00 % | 69,68 % |
| Höganäs Bjuf Italia Srl | Italy | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Contracting Asia Pacific Sdn Bhd | Malaysia | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Asia Pacific Sdn Bhd | Malaysia | Supplier of refractory products | 69,68 % | 69,68 % |
| Höganäs Bjuf Eastern Europe Sp.z o.o. | Poland | Supplier of refractory products | 69,68 % | 69,68 % |
Note 9. Outstanding balances related parties
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
|---|---|---|---|---|---|---|
| Company | Current receivables | Long-term receivables | Long-term and short-term debt | |||
| Agora Bytom Sp. z o.o. | - | - | 154 965 | 147 713 | - | - |
| Borgestad Industries AS | - | - | 10 190 | 9 550 | - | - |
| Borgestad Industries AB | - | - | - | 25 733 | - | - |
| Gunnar Knudsens veg 144 AS | 4 000 | - | - | 4 259 | - | - |
| Höganäs Borgestad Holding AB | - | 158 | - | - | - | - |
| Höganäs Bjuf Fastighets AB | - | - | - | - | - | - |
| Höganäs Borgestad AB | - | - | - | - | -38 | -10 |
| Borgestad Properties AS | 26 758 | 28 045 | 39 966 | 9 241 | - | - |
| Total | 30 758 | 28 203 | 205 120 | 196 497 | -38 | -10 |
Receivables from Idea Property & Asset Management Sp. z o.o. have been written down by TNOK 1,616 to a carrying amount of TNOK 0. Long-term receivables generally fall due more than one year after the balance sheet date. The long-term receivable related to Agora Bytom Sp. z o.o. is a loan denominated in PLN. Changes in the NOK value reflect exchange rate fluctuations only and not changes in the underlying principal. Intercompany current accounts are calculated monthly with an interest rate ranging from 5.00% to 6.75%. Interest income from Group companies amounted to TNOK 7,448 in 2025, compared with TNOK 13,946 in 2024.
Note 10. Tax
| Tax expense and deferred tax | 2025 | 2024 |
|---|---|---|
| Profit before tax | -13 258 | 39 244 |
| Permanent differences | -889 | -303 |
| Consolidated contribution recognised in the income statement | -26 758 | -29 991 |
| Other permanent differences | 39 651 | 7 849 |
| Change in temporary differences | -1 812 | -14 053 |
| General income | -3 066 | 2 746 |
| Contribution recognised in the income statement | 26 758 | 28 045 |
| Use of tax losses carried forward | -23 692 | -30 791 |
| Tax base | - | - |
| Overview of temporary differences: | ||
|---|---|---|
| Fixed asset differences | 58 | 115 |
| Long-term receivables and liabilities in foreign currency | 44 457 | 41 875 |
| receivables | -772 | -709 |
| Profit and loss account | 4 510 | 5 637 |
| Other provisions | -124 | -751 |
| Unsecured pension liabilities/funds | -5 794 | -5 645 |
| Total temporary differences | 42 335 | 40 523 |
| Tax losses carried forward | -149 824 | -173 516 |
| Write-down deferred tax assets | 107 750 | 132 993 |
| Total deferred tax basis | - | - |
| Net deferred tax 22% | - | - |
| Reconciliation of effective tax rate in the profit and loss account | 2025 | 2024 |
|---|---|---|
| Profit before tax | -13 258 | 39 244 |
| 22% tax on profit before tax | -2 917 | 8 634 |
| 22% tax on permanent differences | 8 528 | 1 232 |
| Change in unrecognised deferred tax asset | -5 554 | -9 866 |
| Tax expense | - | - |
| Effective tax rate (tax expense compared with profit / loss before tax) | 0,0 % | 0,0 % |
Capitalised deferred tax asset
Deferred tax assets are calculated based on temporary differences that are expected to reverse in the foreseeable future. When recording deferred tax assets on the balance sheet, the company has assessed whether it is likely that the company can benefit from the estimated deferred tax benefit through future earnings. When it is not probable that the estimated tax advantage can be utilised against future earnings, a limitation has been made in the capitalisation of the deferred tax advantage.
Unrecognised deferred tax asset
Deferred tax assets are calculated based on temporary differences that are expected to reverse in the foreseeable future. When recognizing deferred tax assets on the balance sheet, the company has assessed whether it is probable that the deferred tax benefit can be utilized through future taxable profits. Where it is not considered probable that the estimated tax benefit can be realized against future earnings, the capitalization of deferred tax assets has been reduced accordingly. Unrecognized deferred tax assets amounted to TNOK 23,648 as of December 31, 2025.
Note 11.### Equity and shareholders
| Share capital | Share premium reserve | Other paid-in capital | Other Equity | Total equity | |
|---|---|---|---|---|---|
| Equity as at 01.01 2025: | 35 062 | 211 759 | 429 921 | 10 872 | 687 614 |
| Estimate change pension obligation | - | - | - | -893 | -893 |
| Declared dividend provided as a return of paid-in capital | - | - | -28 050 | 28 050 | - |
| Proposed dividends | - | - | -17 531 | - | -17 531 |
| Profit for the year | - | - | - | -13 258 | -13 258 |
| Equity as at 31.12 2025 | 35 062 | 211 759 | 384 340 | 24 770 | 655 931 |
The company's share capital on December 31, 2025, is NOK 35 062 072 divided into 35 062 072 shares with a nominal value of NOK 1 per share. All shares have equal voting rights. The Board of Directors will propose to the Annual General Meeting an ordinary dividend of NOK 0.5 per share for 2025. The dividend amounts to MNOK 17,5.
Shares owned or controlled by the company's management, the board of directors and their related parties:
| Number of shares | Percent | |
|---|---|---|
| Jan Erik Sivertsen1) board member | 10 462 736 | 29,84 % |
| Helene Steen 2) board member | 5 750 000 | 16,40 % |
| Glen Ole Rødland 3) Chairman of the board | 1 707 759 | 4,87 % |
| Jacob Møller 4) board member | 1 217 994 | 3,47 % |
| Pål Feen Larsen, CEO | 158 786 | 0,45 % |
| Wenche Kjølås 5) board member | 100 000 | 0,29 % |
| Total | 19 397 275 | 55,32 % |
1) Applies to the company Kontrari AS, where Jan Erik Sivertsen is general manager
2) Applies to the company SES AS, where Helene Steen is principal/CFO
3) Applies to the company Gross Management AS, where Glen Ole Rødland and close relatives controls 100 % of the shares
4) Applies to the companies Ploot Invest AS and Dione AS, both controlled by Jacob Møller
5) Applies to the company Jawendel AS, where Wenche Kjølås and close relatives controls 100 % of the shares
The 20 main shareholders at 31.12.25 are:
| Shareholder | Number of shares | Ownership interest: |
|---|---|---|
| Kontrari AS | 10 462 736 | 29,84 % |
| SES AS | 5 750 000 | 16,40 % |
| Auris AS | 1 968 727 | 5,61 % |
| Intertrade Shipping AS | 1 750 000 | 4,99 % |
| Gross Management AS | 1 707 759 | 4,87 % |
| Jakob Hatteland Holding AS | 1 270 522 | 3,62 % |
| Dione AS | 1 097 137 | 3,13 % |
| Regent AS | 828 487 | 2,36 % |
| Suveren AS | 637 808 | 1,82 % |
| Lars Aage Haaland Christiansen | 626 437 | 1,79 % |
| North Sea Group AS | 507 204 | 1,45 % |
| Tohatt AS | 400 000 | 1,14 % |
| Hausta Investor AS | 391 018 | 1,12 % |
| Joar Gudmund Bratrud | 334 467 | 0,95 % |
| Aubert Invest AS | 285 510 | 0,81 % |
| Andreas Torhus | 255 000 | 0,73 % |
| Babaco Invest AS | 250 000 | 0,71 % |
| Ar Vekst AS | 247 963 | 0,71 % |
| LGT Bank Ag | 227 401 | 0,65 % |
| Batjak AS | 222 503 | 0,63 % |
| Total | 29 220 679 | 83,34 % |
| Other shareholders | 5 841 393 | 16,66 % |
| Total | 35 062 072 | 100,00 % |
Note 12. Other shares
| Fixed Assets | Total share capital | Number of shares | Investment value | Book value 31.12 |
|---|---|---|---|---|
| ERH AS | 3 290 | 1 021 | 345 | 27 573 |
| - QNTM Ecom SW AB | 746 | 800 | 1 306 | - |
| Impact Technology System AS | 922 | 1 | 670 | 349 |
| Total | 29 228 |
In 2025, the remaining 10 % of the shares in Gunnar Knudsens veg 144 AS were sold for TNOK 50. The loan to Gunnar Knudsen Veg 144 AS is paid in 2026.
Note 13. Cash
| Cash and cash equivalents | 2025 | 2024 |
|---|---|---|
| Unrestricted cash | 98 371 | 111 650 |
| Restricted cash | 457 | 523 |
| Total cash | 98 828 | 112 173 |
Note 14. Contingent liabilities
Borgestad ASA has provided a guarantee of MEUR 5 in connection with the property loan issued by Bank Pekao in Poland to Agora Bytom Sp. z o.o. Apart from the guarantee issued to Bank Pekao, the company is not aware of any major disputes or contingent liabilities as of December 31, 2025.
Note 15. Financial instruments - Financial risk and management objectives and policies
The Company’s principal financial assets include shares in subsidiaries, loan to Group companies and cash. The Group is exposed to market risk, credit risk and liquidity risk. The Company’s management oversees the management of these risks.
Market risk
Market risk is the risk that the future cash flows or fair value of a financial instrument will fluctuate because of changes in market prices. Market risk includes interest risk and currency risk. Financial instruments affected by market risk include loans and borrowings, deposits and debt.
i) Foreign currency risk
Foreign currency risk is the risk that the future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to changes in the value of NOK relative to other currencies, primarily to the subsidiary’s operating activities. The Company’s subsidiaries have operations that are partly currency exposed. Indirectly Borgestad are currency exposed to EUR and PLN through receivables and investments in Borgestad Properties AS, which in turn has receivables and investment in Agora Bytom Sp. z.o.o.
ii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to fulfil its financial obligation as they fall due. The Groups approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
iii) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities and from its financing activities, including deposits with banks and financial institutions and account receivables. The largest individual debtors are the subsidiary Agora Bytom Sp. z o.o with TNOK 154,965, the largest debtor in Borgestad Properties AS is also Agora Bytom Sp. z o.o. Maximum risk exposure is represented by the carrying value of the financial assets, including any derivatives, on the balance sheet. As counterparties in derivatives trading and deposits in banks are normally banks, the credit risk associated with these items is very low.
Note 16. Events after the balance sheet date
Dividens proposal
The Board of Directors will propose to the Annual General Meeting an ordinary dividend of NOK 0.5 per share for 2025. The dividend amounts to TNOK 17,500.
Geopolitical risk
As further described in Note 26 to the consolidated financial statements, ongoing geopolitical conflicts, including the war in the Middle East, may contribute to increased global economic uncertainty. As of the reporting date, the Group has not identified any direct material impact on its operations or financial position. The situation is subject to ongoing monitoring.
Attachments
Alternative performance measures (APMs)
Alternative performance measures, i.e., financial targets that are not defined or stated in the relevant regulations for reporting historical financial information, are used by Borgestad in order to be able to provide supplementary information by excluding items which, in Borgestad's assessment, do not give a good indication of periodic operating profit or cash flow. Financial alternative performance measures are intended to provide better comparability of results and cash flows from period to period, and it is Borgestad's experience that these are often used by analysts, investors, and other actors. Borgestad uses the same performance targets internally in the work to further improve results and profitability in the business by setting long-term financial targets. Borgestad's alternative performance measures are defined based on adjusted IFRS concepts and are defined, calculated, and used in a consistent and transparent manner over time where it is relevant in all business areas and in the Group as a whole. Financial alternative performance measures must not be considered a substitute for reported results in accordance with IFRS.
Description:
* EBITDA: EBIT + depreciation, amortization and write-downs.
* Return on equity: Profit before tax expense, minus payable tax, minus unrealized premium, as a percentage of average equity.
* Return on total capital: Profit before tax plus interest costs as a percentage of average total capital.
* Liquidity ratio: Current assets as a percentage of short-term debt.
* Equity share: Booked equity including minority interests as a percentage of total capital.
* Bank deposits and securities: Bank and short-term financial investments.
* Interest-bearing debt (IBD): Long-term and short-term loans, including financial leasing obligations.
* Net interest-bearing debt (NIBD): IBD minus Cash.
* Profit per share: Net profit divided by the average number of shares.
All figures are presented in NOK thousands, unless otherwise stated.
Reason for including:
* EBITDA: Shows performance regardless of capital structure, tax situation and adjusted for income and expenses related transactions and events not considered by management to be part of operating activities. Management believes the measure enables an evaluation of operating performance. EBITDA is part of Borgestad’s financial covenants.
* Adjusted figures: To be able to compare the EBITDA of different reporting periods, significant non-recurring items not directly related to operating activities, are included in Other income and expenses.
1) Adjusted EBIT group 2025
| 2025 | 2024 | |
|---|---|---|
| Operating income/(loss) EBIT | 52 606 | 104 336 |
| Gain on sale of asset | - | -5 463 |
| Accrued cost for lay-off compensations | 11 942 | - |
| Write down ERP system and goodwill | 14 857 | - |
| EBIT adjusted | 79 405 | 98 873 |
| Financial items | -28 733 | -22 051 |
| Adjusted profit before tax | 50 672 | 76 822 |
2) Adjusted EBITDA group 2025
| 2025 | 2024 | |
|---|---|---|
| EBITDA | 107 290 | 139 069 |
| Gain on sale of asset | - | -5 463 |
| Accrued cost for lay-off compensations | 11 942 | - |
| EBITDA adjusted | 119 232 | 133 606 |
| EBITDA | 2025 | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| Operating income/(loss) | 52 606 | 104 336 | 5 601 | -70 848 |
| Impairment of non-current assets | 14 857 | - | 90 126 | 91 343 |
| Depreciation | 39 827 | 34 733 | 31 750 | 31 799 |
| EBITDA | 107 290 | 139 069 | 127 478 | 52 293 |
Reason for including:
* Equity ratio is an important measure in describing the capital structure.| Return on equity | 2025 | 2024 | 2023 | 2022 | 2021 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Total equity | 802 909 | 809 032 | 755 842 | 507 873 | 339 297 |
| Average equity | 805 971 | 782 437 | 631 857 | 423 585 | 361 527 |
| Profit before taxes | 23 873 | 82 285 | -37 283 | -124 320 | -39 975 |
| Foreign currency gain/(-) loss | -342 | 1 386 | 6 362 | -6 839 | -2 142 |
| Return on equity in % | 2,9 % | 10,7 % | -4,9 % | -31,0 % | -11,6 % |
| Return on total capital | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Total capital | 1 466 851 | 1 462 799 | 1 406 378 | 1 466 558 | 1 431 627 |
| Average capital | 1 464 825 | 1 434 588 | 1 436 468 | 1 449 093 | 1 482 890 |
| Profit before taxes | 23 873 | 82 285 | -37 283 | -124 320 | -39 975 |
| Interest expenses | 30 452 | 27 403 | 51 910 | 47 429 | 52 664 |
| Return on total capital in % | 3,7 % | 7,6 % | 1,0 % | -5,3 % | 0,9 % |
| Liquidity ratio | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Current assets | 477 439 | 497 115 | 463 752 | 455 432 | 357 058 |
| Current liabilities | 270 012 | 260 623 | 272 984 | 344 718 | 552 739 |
| Liquidity ratio in % | 177 % | 191 % | 170 % | 132 % | 65 % |
| Equity ratio | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Total equity | 802 909 | 809 032 | 755 842 | 507 873 | 339 297 |
| Total capital | 1 466 851 | 1 462 799 | 1 406 378 | 1 466 558 | 1 431 627 |
| Equity ratio in % | 54,7 % | 55,3 % | 53,7 % | 34,6 % | 23,7 % |
Reason for including: Net interest-bearing debt provides an indicator of the net indebtedness and an indicator of the overall strength of the statement of financial position. Net interest-bearing debt is part of Borgestad’s financial covenants (leverage ratio) and is important in understanding the capital structure.
| IBD (Interest-bearing debt) | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Other non-current liabilities | - | - | - | 76 031 | 79 296 |
| Mortgage debt | 399 463 | 395 500 | 395 785 | 510 791 | 523 047 |
| Bond loan | - | - | - | 96 581 | 264 885 |
| Lease liability | 46 213 | 41 716 | 40 093 | 37 877 | 32 372 |
| Bank overdraft | 11 835 | - | 24 098 | 58 537 | - |
| Total interest-bearing debt | 457 510 | 437 216 | 459 976 | 779 816 | 899 599 |
| NIBD (Net Interest-bearing debt) | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| IBD (Interest-bearing debt) | 457 510 | 437 216 | 459 976 | 779 816 | 899 599 |
| Cash | 152 576 | 220 462 | 152 688 | 91 059 | 48 337 |
| Total | 304 934 | 216 754 | 307 289 | 688 757 | 851 262 |
| NIBD/EBITDA | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| NIBD (Net Interest-bearing debt) | 304 934 | 216 754 | 307 289 | 688 757 | 851 262 |
| EBITDA | 107 290 | 139 069 | 127 478 | 52 293 | 76 625 |
| NIBD/EBITDA | 2,8 | 1,6 | 2,4 | 13,2 | 11,1 |
| Available liquidity at end of period | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Drawn on the overdraft facility | -11 835 | - | -24 098 | -58 537 | - |
| Overdraft facility 80 MSEK | 87 552 | 72 051 | 70 910 | 66 172 | 68 215 |
| Restricted deposits tax | -3 808 | -4 692 | -2 174 | -2 679 | -3 197 |
| Restricted deposits 1 MEUR | -11 843 | -11 795 | -11 241 | -10 514 | -9 989 |
| Cash | 152 576 | 220 462 | 152 688 | 91 059 | 48 337 |
| Available liquidity at end of period | 212 642 | 276 026 | 186 086 | 85 501 | 103 366 |
Appendix
| Disclosure requirement for VSME | Description | Page number |
|---|---|---|
| B1 | Basis for preparation | |
| B2 / C2 | Practices, policies and future initiatives for transitioning towards a more sustainable economy | |
| C1 | Strategy: Business model and sustainability related initiatives | |
| Environmental metrics | ||
| B3 | Energy and greenhouse gas emissions | |
| B4 | Pollution of air, water and soil | Not material |
| B5 | Biodiversity | |
| B6 | Water | Not material |
| B7 | Resource use, circular economy and waste management | |
| C3 | GHG reduction targets and climate transition | |
| C4 | Climate risks | |
| Social metrics | ||
| B8 | Workforce – general characteristics | |
| B9 | Workforce – health and safety | |
| B10 | Workforce – remuneration, collective bargaining and training | |
| C5 | Additional (general) workforce characteristics | |
| C6 | Additional own workforce information on human rights policies and processes | |
| C7 | Severe negative human rights incidents | |
| Governance metrics | ||
| B11 | Convictions and fines for corruption and bribery | |
| C8 | Revenues from certain sectors and exclusion from EU reference benchmarks | |
| C9 | Gender diversity ratio in the governance body |
List of subsidiaries included in the consolidated reporting
| Company | Legal form | NACE code | Balance sheet (KEUR) | Turnover (KEUR) | Employees (headcount) |
|---|---|---|---|---|---|
| Agora Bytom | Private limited liability undertaking | 68 | 63 046 | 7 181 | 20 |
| Höganäs Borgestad AS | Private limited liability undertaking | 33 | 8 626 | 27 457 | 159 |
| Höganäs Borgestad Production AB | Private limited liability undertaking | 70 | 16 305 | 27 801 | 70 |
| Höganäs Borgestad OY | Private limited liability undertaking | 33 | 5 260 | 17 215 | 67 |
| Höganäs Borgestad Energi & Ugnsteknik AB | Private limited liability undertaking | 33 | 1 068 | 7 399 | 65 |
| Höganäs Borgestad Eldfast Service AB | Private limited liability undertaking | 33 | 4 931 | 23 725 | 216 |
| Emcotech AB | Private limited liability undertaking | 33 | 1 532 | 1 522 | 4 |
| Höganäs Bjuf Fastighet AB | Private limited liability undertaking | 68 | 1 180 | 115 |
Sites owned, leased or operated by Borgestad
| Company | Sites | Address | Postal Code | City | Country | Coordinates |
|---|---|---|---|---|---|---|
| Borgestad ASA | Office | Fornebuveien 1 | 1366 | Lysaker | Norway | 59.91112, 10.63274 |
| Höganäs Borgestad AS | Office, storage, workshop | Borgestadbakken 2 | 3712 | Skien | Norway | 59.16104, 9.64368 |
| Office, storage, workshop, sewing room | Havnegata 43 | 8663 | Mosjøen | Norway | 65.84806, 13.19473 | |
| Höganäs Borgestad Production AB | Factory, office, storage | Södra Storgatan 12 | 267 31 | Bjuv | Sweden | 56.08275, 12.91653 |
| Office, storage | Terminalgatan 20 | 235 39 | Vellinge | Sweden | 55.45800, 13.01914 | |
| Höganäs Borgestad Eldfast Service AB | Office, storage, workshop | Kardanvägen 65 | 461 38 | Trollhättan | Sweden | 58.29562, 12.34834 |
| Office, storage, workshop | Ersbogatan 6 | 802 93 | Gävle | Sweden | 60.63755, 17.13264 | |
| Office, storage, workshop | Karlsviksvägen 81b | 975 94 | Luleå | Sweden | 65.60636, 22.06229 | |
| Höganäs Borgestad OY | Office, storage, workshop | Polunmäenkatu 31 | 33720 | Tampere | Finland | 61.45100, 23.89467 |
| Office, storage, workshop | Jokisentie 167 | 05200 | Nurmijärvi | Finland | 60.55030, 24.76469 | |
| Höganas Borgestad Energi & Ugnsteknik AB | Office, storage, workshop | Ersbogatan 6 | 802 93 | Gävle | Sweden | 60.63755, 17.13264 |
| Office, storage, workshop | Hammarvägen 1 | 683 33 | Hagfors | Sweden | 60.01281, 13.66955 | |
| Emcotech AB | Office | Stora Badhusgatan 18 | 411 21 | Göteborg | Sweden | 57.704127, 11957160 |
| Agora Bytom | Shopping mall | Plac Tadeusza Kościuszki 1 | 41-902 | Bytom | Poland | 50.34771, 18.91922 |
Statement from the Board and the CEO of Borgestad ASA
Today, the Board of Directors and the Chief Executive Officer reviewed and approved the Board of Directors’ report and the consolidated and separate annual financial statements of Borgestad ASA as of December 31, 2025.
The consolidated financial statements have been prepared in accordance with IFRS as adopted by EU as well as additional information requirements as per the Norwegian Accounting Act. The financial statements for the Company have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting practice in Norway.
We confirm to the best of our knowledge that: the consolidated financial statements for 2025 have been prepared in accordance with IFRS® Accounting Standards as adopted by EU, as well as additional information requirements in accordance with the Norwegian Accounting Act, and that the financial statements for the parent company for 2025 have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway, and that the information presented in the financial statements gives a true and fair view of the Company’s and Group’s assets, liabilities, financial position and result for the period viewed in their entirety, and that the Board of Directors’ report gives a true and fair view of the development, performance and financial position of the Company and Group, and includes a description of the principal risks and uncertainties
Lysaker, April 29, 2026
Board of Directors, Borgestad ASA
Glen Ole Rødland Chairman
Helene Bryde Steen Board Member
Jacob Andreas Møller Board Member
Wenche Kjølås Board Member
Jan Erik Sivertsen Board Member
Pål Feen Larsen CEO
The document is electronically signed.
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