Quarterly Report • Aug 21, 2025
Quarterly Report
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August 20, 2025
| Highlights and Key Figures |
3 |
|---|---|
| About Borgestad ASA |
4 |
| CEO Letter | 5 |
| Operational and Financial Review |
6 |
| Condensed Consolidated Interim Statement of Income 11 |
|
| Notes to the Condensed Interim Financial Statements 17 |
|
| Alternative Performance Measures (APMs) 24 |


1
Agora Bytom continued its positive momentum, posting an EBITDA of MNOK 12.1 in Q2'25, up from MNOK 10.7 in Q2'24.
3
Höganäs Borgestad delivered a weaker quarter compared to Q2'24, reporting revenues of MNOK 296.4 and an adjusted1 EBITDA of MNOK 27.5, down from MNOK 318.0 and MNOK 39.8, respectively.

5
Höganäs Borgestad acquired 100 percent of Emcotech AB, a Sweden-based company specializing in industrial flue gas cleaning.
Höganäs Borgestad refinanced its existing loan facilities with Nordea Bank, extending maturity to June 30, 2028 and securing a 0.8 percent margin reduction.
| First half | First half | Year | ||
|---|---|---|---|---|
| MNOK | Adj. 2025 | 2025 | 2024 | 2024 |
| Operating income | 523 | 523 | 559 | 1 169 |
| EBITDA | 38 | 29 | 53 | 139 |
| Depreciation & impa. of intangible assets | 18 | 32 | 16 | 35 |
| Operating profit (EBIT) | 20 | -3 | 37 | 104 |
| Profit before tax | 2 | -21 | 28 | 82 |
| MNOK | 30.06.2025 | 30.06.2024 | 31.12.2024 | |
| Cash | 117 | 130 | 220 | |
| Available liquidity at end of period | 127 | 143 | 276 | |
| IBD | 509 | 481 | 437 | |
| NIBD | 392 | 351 | 217 | |
| NIBD/EBITDA LTM | 3,1 | 2,2 | 1,6 | |
| Equity ratio | 49 %* | 52 % | 55 % |
1 Adjusted EBITDA, EBIT and result before tax exclude accrued cost for lay-off compensations and write down of ERP system in Q2'25, total adjustments at EBIT level of MNOK 19.8 in Q2'25 and MNOK 22.5 YTD. * Equity ratio has decreased after distribution of dividend for fiscal year 2024 in Q2'25.
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 mall and the refractory production and installation company Höganäs Borgestad, both of which play a crucial role in the group's overall performance. Real estate represents the largest segment by asset value, while the refractory industry drives the highest revenue.

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 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.
Overall, Borgestad continues to demonstrate a solid underlying operational trend, and the underlying operational development is expected to continue.
Agora Bytom continued the positive trend with increasing rental income and EBITDA. Cost reductions implemented in 2024, along with a high occupancy rate, are reflected in the second quarter results.
The occupancy rate as of June 30 showed a slight decrease compared to March 31, due to ongoing positioning for new leases that were signed in the third quarter before the reporting date. These leases are expected to further increase rental income and EBITDA from fourth quarter of 2025, with full effect from 2026 onwards.
Agora Bytom has shown strong development in recent periods, both operationally and financially. Based on signed leases, Borgestad expects the occupancy rate to exceed 97.0 percent by the end of the year.
Höganäs Borgestad reported a year-on-year decline in both revenue and adjusted EBIT. With an adjusted EBIT margin of 7.5 percent, the decline was primarily driven by reduced market share in Sweden and the postponement of customer projects. Although the global environment remains volatile, with ongoing conflicts and rising geopolitical tensions, the direct impact of trade restrictions on Höganäs Borgestad's operations is currently assessed as limited. The orderbook as end June'25 is at the
Pål Feen Larsen CEO
same level as end of June'24, supporting an expected good development for second half of 2025 for Höganäs Borgestad Group.
It is worth noting that the global refractory market continues to face challenges, including deferred investment decisions and increased price sensitivity among customers. In response, Höganäs Borgestad has implemented measures to reduce its cost base while preserving the capacity needed to capture the expected increase in sales over the coming quarters.
The Administrative Court of Malmö issued its verdict in the first quarter regarding the sale and leaseback transaction in Bjuv, ruling against both Bjuv Municipality and Höganäs Borgestad. The Court concluded that the municipality had not provided sufficient documentation to support the property valuations and therefore revoked its approval of the transaction. In response, Bjuv Municipality appealed the decision and submitted updated valuation documentation as part of the process.
A positive development occurred before the summer when the Court formally accepted the appeal for review. Both Bjuv Municipality and Höganäs Borgestad expect the appeal to ultimately result in a favourable outcome for both parties. A final verdict is expected by the end of 2025 or early 2026.
Borgestad remains committed to executing 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.
| 2025 | 2024 | 2025 | 2024 | 2024 | |
|---|---|---|---|---|---|
| (MNOK) | Adjusted 2nd quarter |
2nd quarter |
Adjusted first half |
First half | Year |
| Revenue | 316 | 337 | 523 | 559 | 1 169 |
| Total operating cost | 279 | 292 | 485 | 506 | 1 030 |
| EBITDA | 37 | 45 | 38 | 53 | 139 |
| Depreciation | 9 | 9 | 18 | 16 | 35 |
| Impairment of intangible assets | - | - | - | - | - |
| Earnings before financial items and tax (EBIT) | 28 | 37 | 20 | 37 | 104 |
| Financial items | -7 | -4 | -18 | -8 | -22 |
| Profit before tax | 21 | 33 | 2 | 28 | 82 |
Numbers in parenthesis are as of December 31, 2024.
Over the last twelve months Borgestad Group has a revenue of MNOK 1,134.9 and an adjusted2 EBITDA of MNOK 120.3
Borgestad Group saw a decrease in revenue in Q2'25 of 6.5 percent compared to Q2'24. For the quarter, the Group's adjusted EBITDA was MNOK 36.9, down from MNOK 45.2 in Q2'24. The decrease in revenue and EBITDA was due to decreased activity within refractory segment in the quarter.
Net financials were weaker compared to the same period last year, mainly due to increased cost of hedging from June 30, 2024 and onwards for the mortgage debt in Agora Bytom. The hedging is influencing both the increase in interest expenses and other financial expenses within the quarter.
At the end of Q2'25, order intake and order backlog for the refractory segment were at normal seasonal levels.
Numbers in parenthesis are as of December 31, 2024.
As of June 30, 2025, the Group had total assets of MNOK 1,524 (MNOK 1,463), with equity amounting to MNOK 752 (MNOK 809), corresponding to an equity ratio of 49 % (55 %). The decrease in equity in first half of 2025 is mainly due to the distributed dividend for fiscal year 2024 recognised in second quarter of 2025.
Current assets totalled MNOK 544 (MNOK 497), while non-current liabilities stood at MNOK 408 (MNOK 393) and current liabilities at MNOK 364 (MNOK 261).
Working capital amounted to MNOK 321 (MNOK 197), up from MNOK 312 as of June 30, 2024. The increase year-on-year is mainly driven by increase in inventory.
The Group's total interest-bearing debt as of June 30, 2025, was MNOK 509 (MNOK 437), with net interest-bearing debt at MNOK 392 (MNOK 217).
2 Adjusted EBITDA, EBIT and result before tax exclude accrued cost for lay-off compensations in and write down of ERP system.
Numbers in parenthesis are as of December 31, 2024.
The Group's year-to-date cash flow from operating activities was negative with MNOK 92.7 (positive MNOK 149).
Cash flow from investing activities was negative MNOK 25.5 (negative MNOK 19.3). In Q2'25 the Group closed the acquisition of 100 percent of the shares in Emcothech AB. The acquisition a total of MNOK 16.0 was paid. The transaction was settled with a payment of MNOK 11.0 for the shares at closing, subject to adjustment for
deviations from historically seasonal working capital levels and net debt as of closing.
Cash flow from financing activities was positive with MNOK 14.7 year-to-date (negative MNOK 62.2). The Group has in Q2'25 distributed dividend of MNOK 34.6 to shareholders of Borgestad ASA and minority shareholders of Höganäs Borgestad Holding AB.
Net cash flow year-to-date was negative with MNOK 103.5.
Available liquidity as of June 30, 2025, was MNOK 127 (MNOK 276), which includes MNOK 24 of undrawn credit facilities.
| 2025 | 2024 | 2025 | 2024 | 2024 | |
|---|---|---|---|---|---|
| (MNOK) | 2nd quarter |
2nd quarter |
First half | First half | Year |
| Revenue | 21 | 19 | 40 | 38 | 77 |
| EBITDA | 12 | 11 | 22 | 20 | 41 |
| Earnings before financial items and tax (EBIT) | 9 | 9 | 16 | 16 | 33 |
In Q2'25, tenant turnover at Agora Bytom increased by 7.8 percent compared to the same period in 2025, while last twelve months turnover grew by 3.1 percent year-over-year.
Tenants at Agora Bytom have increased their revenues by 7.8 percent in Q2'25 compared to the same period in 2024.
In Q2'25, visitor numbers increased by 1.6 percent compared to the same period last year. The last twelve months number of visitors declined with 1.9 percent year-over-year.
In second quarter, the property segment generated rental income of MNOK 21.0 and EBITDA of MNOK 12.1, compared to MNOK 18.8 and MNOK 10.7 in same period in 2024.
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 June 30, 2025, the WAULT3 stands at 4.07 years by area and 3.57 years by income.
As of June 30, 2025, occupancy based on signed leases was at 94.8 percent, a decrease of 0.04 percent since March 31. Per June 30, 2025 the total leasable area stands at 33,630 sqm.
3 Weighted average unexpired lease term.
Agora Bytom has from June 30, to the date of this report had an active period for finalizing new lease agreements. At the date of this report the estimated occupancy based on signed leases stands at 96.6 percent, and leasable area of 33.630 sqm. The signed leases are estimated to open during autumn 2025 and is expected to improve the commercial attractiveness of Agora Bytom.
Agora Bytom has over recent periods shown good development in increasing the occupancy rate and has now nearly fully leased out the centre. With this strong occupancy as a foundation, the focus is shifting toward renegotiating or replacing lower leases to increase the actual rent per sqm per month, while continuing efforts to enhance the centre's commercial attractiveness. A combination of
Refractory
high occupancy, improved rent levels, and increased attractiveness is critical for any potential future increase in the value of the property.
Borgestad expects revenue and EBITDA to increase moderately compared to previous year in the coming periods. Inflation in Poland and Europe has been gradually declining and, according to the European Central Bank, is now considered under control. This downward trend, together with other factors, has contributed to falling interest rates, which are expected to positively impact yields and transaction volumes going forward.
The Group remains in a strong financial position and has the flexibility to explore strategic M&A opportunities and other liquidity options for Agora Bytom. There is no urgency to proceed with a transaction, and the Group will take the necessary time to carefully evaluate the best path forward for the company and its shareholders.
Höganäs Borgestad recorded a year-over-year revenue decline of 6.8 percent in Q2'25. The decrease is primarily attributable to reduced activity in the Swedish service and maintenance market, as well as the postponement of certain projects. Given the Group's high operational leverage, this has had a negative impact on profitability for the quarter. Adjusted EBIT4 for
Q2'25 ended at MNOK 22.1, down from MNOK 33.3 in Q2'24.
Over the last twelve months, Höganäs Borgestad Group reported revenue of MNOK 1,049.4 and adjusted EBIT of MNOK 60.7, corresponding to an adjusted EBIT margin of 5.8 percent.
4 Adjustments for accrued costs related to lay-off compensations and extraordinary write-offs
In Q2'25, Höganäs Borgestad implemented a cost-saving program in parts of the Group, including staff reductions. The estimated fullyear effect is a cost reduction of MNOK 7.3, expected to be fully realized from October 2025 onwards. A total restructuring cost of MNOK 6.2 was recognized in Q2'25 as a provision for personnel who will leave before the end of their lay-off period. These costs are excluded from the adjusted figures. Additional operational improvement measures are planned for implementation during the second half of 2025.
Borgestad remains optimistic about the revenue and profitability outlook for Höganäs Borgestad for the remainder of the year, supported by an order backlog of MNOK 263.25 as of June 30, 2025, compared to MNOK 256.0 as of June 30, 2024.
Höganäs Borgestad continues to focus on steadily improving its EBIT margin, and the group sees clear potential for further improvements in the years ahead. The mid-term EBIT target of 10 percent remains unchanged, with key priorities including revenue growth, particularly in the low-season months of Q1 and Q4, and maintaining strict cost discipline to ensure a healthy cost base.
On June 30, 2025, Höganäs Borgestad acquired 100 percent of Emcotech AB, a Sweden-based company specializing in industrial flue gas cleaning.
The acquisition of Emcotech was driven by Höganäs Borgestad Energi & Ugnsteknik AB's ("HBEU") dual setup, which combines industrial mechanics and filter services. As part of the same group, the target is for Emcotech and HBEU to establish a stronger position in the industrial filter market.
Immediate synergies across the companies include the sharing of technical expertise, resources, and equipment, improving both sales and operational efficiency. With each company already present at various customer sites – either individually or jointly – there are clear opportunities to broaden service offerings and increase market share. For more detailed information the Board of Directors refers to the stock exchange communication published on Oslo stock exchange June 17, 2025.
Höganäs Borgestad finalized the refinancing of its existing loan facilities with Nordea Bank in June, extending the maturity date to June 30, 2028. The new agreement includes a reduction in the interest margin of 0.80 percentage points compared to the previous facility. Other terms and conditions remain largely unchanged from the former loan agreement with Nordea.
| 2025 | 2024 | 2025 | 2024 | 2024 | |
|---|---|---|---|---|---|
| (MNOK) | 2nd quarter |
2nd quarter |
First half | First half | Year |
| EBITDA | -3 | -5 | -6 | -10 | -8 |
| Earnings before financial items and tax (EBIT) | -3 | -5 | -7 | -10 | -9 |
5 Order book does not include the newly acquired company, Emcotech AB
Other activities primarily include the group company Borgestad ASA.
In Q2'25 Borgestad ASA has had a normal quarter in terms of costs and EBITDA.
No subsequent events have occurred between June 30, 2025 and the date of this report.
The Board of Directors recognizes the ongoing uncertainty in the global landscape, driven by multiple conflicts and the risk of escalating trade tensions between countries and regions. While the direct impact of potential trade barriers on 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.
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.
The Höganäs Borgestad Group is in the final stages of liquidating its subsidiary, Höganäs Borgestad Asian Pacific Ltd. ("HBAP"). This liquidation marks the concluding step in the shutdown of standard brick production in Bjuv, completed in 2021. The final outcome of the liquidation is expected to have a negative impact of MNOK 44.9 on EBITDA, EBIT, and profit before tax. However, the effect is purely accounting-related and will have no impact on the Group's equity or cash flow. The result will be recognized in the Group's financial statements in the second half of 2025, effectively removing the last legacy element from the discontinued operations.
Borgestad ASA will continue to explore strategic opportunities, including transformational M&A and potential liquidity events related to Agora Bytom.
| 2025 | 2024 | 2025 | 2024 | 2024 | ||
|---|---|---|---|---|---|---|
| (NOK 1 000) (Unaudited) | Note | 2nd quarter |
2nd quarter |
First half | First half | Year |
| Revenue and other income | 2 | 316 173 | 336 728 | 522 636 | 559 487 | 1 169 428 |
| Materials, supplies and subcontracting | 146 731 | 152 089 | 241 811 | 254 314 | 528 946 | |
| Salary and personnel expenses | 105 056 | 109 960 | 192 157 | 196 294 | 394 855 | |
| Other expenses | 33 711 | 29 483 | 59 597 | 55 527 | 106 558 | |
| Depreciation | 6 | 9 067 | 8 575 | 18 438 | 16 478 | 34 733 |
| Impairment of intangible assets | 3 | 13 595 | - | 13 595 | - | - |
| Operating cost and expenses | 308 161 | 300 108 | 525 598 | 522 614 | 1 065 092 | |
| Operating income/(loss) | 2 | 8 012 | 36 620 | -2 962 | 36 873 | 104 336 |
| Financial items | - | - | ||||
| Foreign currency gain/(loss) | -174 | 242 | -61 | 403 | 1 386 | |
| Interest expenses | 8 024 | 5 439 | 15 106 | 10 645 | 27 403 | |
| Other financial income/(expenses) | 1 278 | 1 235 | -2 410 | 1 786 | 3 966 | |
| Net financial items | -6 920 | -3 962 | -17 577 | -8 456 | -22 051 | |
| Profit before tax | 2 | 1 092 | 32 658 | -20 539 | 28 417 | 82 285 |
| Income tax | 4 076 | 2 309 | 5 490 | 3 030 | 20 521 | |
| Profit/(loss) for the period | -2 984 | 30 350 | -26 029 | 25 388 | 61 764 | |
| Allocated as follows: | - | - | ||||
| Non-controlling interest's share of the profit | -1 399 | 8 548 | -6 859 | 6 352 | 16 535 | |
| Controlling interest's share of the profit | -1 585 | 21 802 | -19 170 | 19 036 | 45 229 | |
| Basic and diluted earnings per share | -0,05 | 0,54 | -0,55 | 0,54 | 1,29 |
| 2025 | 2024 2025 |
2024 | 2024 | ||
|---|---|---|---|---|---|
| 2nd quarter |
2nd quarter |
First half | First half | Year | |
| -2 984 | 30 350 | -26 029 | 25 388 | 61 764 | |
| -664 | |||||
| 17 969 | -14 186 | 10 341 | 3 107 | 18 403 | |
| -345 | -6 015 | 167 | -8 569 | -13 178 | |
| - | -126 | -42 | -126 | - | |
| 17 623 | -20 326 | 10 467 | -5 588 | 4 560 | |
| 14 640 | 10 023 | -15 562 | 19 799 | 66 325 | |
| 17 714 | |||||
| 15 282 | 2 240 | -11 228 | 14 046 | 48 611 | |
| - -643 |
- 7 783 |
- -4 334 |
- 5 753 |
| 2025 | 2024 | 2024 | ||
|---|---|---|---|---|
| (NOK 1 000) (Unaudited) | Note | 30.6. | 30.6. | 31.12. |
| Assets | ||||
| Investment property | 6 | 727 469 | 707 417 | 729 553 |
| Land, buildings | 14 627 | 19 315 | 12 502 | |
| Fixtures, machinery and vehicles | 45 069 | 35 341 | 42 667 | |
| Licences, trade marks and similar rights | 3 | 12 144 | 36 007 | 26 032 |
| Right-of-use assets | 40 652 | 26 828 | 35 751 | |
| Goodwill | 101 893 | 88 910 | 90 082 | |
| Other financial assets | 5 588 | 859 | 6 248 | |
| Deferred tax asset | 18 329 | 15 787 | 8 941 | |
| Total non-current assets | 965 771 | 930 464 | 951 777 | |
| Inventories | 155 793 | 144 224 | 126 254 | |
| Trade receivables | 250 497 | 249 501 | 139 214 | |
| Other receivables | 20 478 | 9 780 | 11 185 | |
| Cash and cash equivalents | 117 009 | 130 263 | 220 462 | |
| Total current assets | 543 778 | 533 768 | 497 115 | |
| Non-current assets classified as held for sale | 5 | 14 345 | 15 947 | 13 907 |
| Total assets | 1 523 894 | 1 480 178 | 1 462 799 |
| 2025 | 2024 | 2024 | ||
|---|---|---|---|---|
| (NOK 1 000) (Unaudited) | Note | 30.6. | 30.6. | 31.12. |
| Equity and liabilities | ||||
| Share capital | 35 062 | 35 062 | 35 062 | |
| Share premium and other paid-in capital | 7 | 613 630 | 641 679 | 641 679 |
| Total paid-in capital | 648 692 | 676 741 | 676 741 | |
| Other reserves | 169 492 | 148 297 | 158 983 | |
| Other equity | -128 630 | -130 812 | -106 894 | |
| Retained earnings | 40 861 | 17 486 | 52 089 | |
| Non-controlling interest | 62 709 | 68 280 | 80 202 | |
| Total equity | 752 262 | 762 507 | 809 032 | |
| Interest-bearing debt | 3, 4 | 346 042 | 333 519 | 343 600 |
| Other non-current liabilities | 10 547 | 4 531 | 10 713 | |
| Lease liability | 29 575 | 30 439 | 24 730 | |
| Pension liabilities | 5 858 | 6 584 | 5 813 | |
| Deferred tax | 15 812 | 6 514 | 8 288 | |
| Total non-current liabilities | 407 834 | 381 587 | 393 144 | |
| Interest-bearing debt | 4 | 55 458 | 55 475 | 51 900 |
| Lease liability | 16 918 | 12 811 | 16 986 | |
| Bank overdraft | 60 583 | 48 926 | - | |
| Trade payables | 85 217 | 81 237 | 68 489 | |
| Tax payables | 6 283 | 13 775 | 11 928 | |
| Public duties payable | 38 052 | 43 823 | 28 991 | |
| Other short-term liabilities | 101 288 | 80 037 | 82 330 | |
| Total current liabilities | 363 798 | 336 085 | 260 623 | |
| Total equity and liabilities | 1 523 894 | 1 480 178 | 1 462 799 |
| Glen Ole Rødland | Helene Bryde Steen | Jacob Andreas Møller |
|---|---|---|
| Chairman | Board Member | Board Member |
| Wenche Kjølås | Jan Erik Sivertsen | Pål Feen Larsen |
| Board Member | Board Member | CEO |
The document is electronically signed.
| 2025 | 2024 | 2024 | ||
|---|---|---|---|---|
| (NOK 1 000) (Unaudited) | First half | First half | Year | |
| Cash flow from operating activities before balance changes | 6 739 | 38 822 | 104 871 | |
| +/- Balance changes |
-99 473 | -52 474 | 44 430 | |
| Net cash flow from operating activities | -92 734 | -13 652 | 149 301 | |
| Acquisitions of property, equipment and intangible assets | -9 559 | -506 | -12 220 | |
| Acquisitions of subsidiaries | -16 027 | -13 169 | -13 194 | |
| Sale of fixed assets | 142 | - | 6 079 | |
| Net cash flow from investing activities | -25 445 | -13 675 | -19 335 | |
| Proceeds from borrowings | 9 555 | - | - | |
| Repayment of borrowings | -10 089 | -10 713 | -17 161 | |
| Net change bank overdraft | 60 583 | 24 828 | -24 098 | |
| Dividend paid to equity holders of the parent | -28 050 | - | - | |
| Dividend paid to minority interests | -6 579 | - | - | |
| Payment of principal portion of lease liabilities | -10 695 | -9 213 | -20 933 | |
| Net cash flow from financial activities | 14 725 | 4 902 | -62 192 | |
| Cash flow for the period | -103 453 | -22 425 | 67 774 | |
| Cash and cash equivalent at beginning of period | 220 462 | 152 688 | 152 688 | |
| Cash and cash equivalent at the end of the period | 117 009 | 130 263 | 220 462 |
| (NOK 1 000) | Share capital | Share premium reserve |
Other paid-in capital |
Fair value reserve of debt instruments at FVOCI |
Translation differences |
Total other equity |
Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| Equity as at 01.01.2024 | 350 621 | 211 759 | 114 362 | 6 154 | 147 605 | -147 929 | 73 270 | 755 842 |
| Issue of share capital | - | - | ||||||
| Share capital decrease by transfer to other paid-in capital |
-315 559 | 315 559 | - | |||||
| Purchase of shares in subsidiaries | -2 392 | -10 743 | -13 135 | |||||
| Profit/(loss) for the year | 45 229 | 16 535 | 61 764 | |||||
| Net other comprehensive income | -13 178 | 18 403 | -1 803 | 1 140 | 4 560 | |||
| Equity as at 31.12.2024 | 35 062 | 211 759 | 429 921 | -7 025 | 166 008 | -106 894 | 80 202 | 809 032 |
| Equity as at 01.01.2025 | 35 062 | 211 759 | 429 921 | -7 025 | 166 008 | -106 894 | 80 202 | 809 032 |
| Dividends | -28 050 | -13 158 | -41 208 | |||||
| Profit/(loss) for the period | -19 170 | -6 859 | -26 029 | |||||
| Net other comprehensive income | 167 | 10 343 | -2 567 | 2 525 | 10 467 | |||
| Equity as at 30.06.2025 | 35 062 | 211 759 | 401 871 | -6 859 | 176 351 | -128 631 | 62 709 | 752 262 |
All reported figures in the financial statements are based on International Financial Reporting Standards (IFRS). Borgestad's accounting principles are presented in Borgestad's Financial Statements - 2024.
The interim financial statements are presented in accordance with IAS 34 Interim Financial
The management has used estimates and assumptions that have affected assets, liabilities, revenues, expenses, and disclosure of potential obligations. This applies to depreciation of fixed assets, impairment of goodwill, valuations related to acquisitions, and pension obligations. Future events may cause the estimates to change. Estimates and their underlying
Reporting. The condensed consolidated interim financial information should be read in conjunction with Borgestad's Financial Statements – 2024 that are a part of Borgestad's Annual Report – 2024.
The interim financial information has not been subject to audit or review.
assumptions are assessed on an ongoing basis and are based on best judgment and historical experience. Changes in accounting estimates are recognized in the period in which the changes occur. If the changes also relate to future periods, the effect is distributed over the current and future periods.
| Group | 2025 | 2025 | 2024 | 2025 | 2025 | 2024 | 2024 |
|---|---|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter |
Adjusted 2nd quarter |
2nd quarter |
First half | Adjusted first half |
First half | Year |
| Revenue | 316 173 | 316 173 | 336 727 | 522 636 | 522 636 | 559 487 | 1 169 428 |
| EBITDA | 30 675 | 36 858 | 45 195 | 29 071 | 37 954 | 53 351 | 139 069 |
| Depreciation | 9 067 | 9 067 | 8 575 | 18 438 | 18 438 | 16 478 | 34 733 |
| Impairment of intangible assets |
13 595 | - | - | 13 595 | - | - | - |
| Operating profit (EBIT) | 8 012 | 27 790 | 36 620 | -2 962 | 19 516 | 36 873 | 104 336 |
| Financial items | -6 920 | -6 920 | -3 962 | -17 577 | -17 577 | -8 456 | -22 051 |
| Profit before tax | 1 092 | 20 870 | 32 658 | -20 539 | 1 940 | 28 417 | 82 285 |
| Segment Real Estate | 2025 | 2024 | 2025 | 2024 | 2024 |
|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter |
2nd quarter |
First half | First half | Year |
| Revenue | 21 036 | 18 762 | 40 327 | 37 637 | 76 622 |
| EBITDA | 12 087 | 10 695 | 22 427 | 20 181 | 41 293 |
| Depreciation | 3 341 | 2 145 | 6 686 | 4 265 | 8 658 |
| Operating profit (EBIT) | 8 746 | 8 550 | 15 741 | 15 916 | 32 634 |
| Financial items | -6 723 | -3 004 | -17 368 | -5 882 | -27 130 |
| Profit before tax | 2 023 | 5 546 | -1 627 | 10 034 | 5 504 |
| Segment Refractory | 2025 | 2025 | 2024 | 2025 | 2025 | 2024 | 2024 |
|---|---|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter |
Adjusted 2nd quarter |
2nd quarter |
First half | Adjusted first half |
First half | Year |
| Revenue | 296 372 | 296 372 | 317 953 | 482 331 | 482 331 | 521 826 | 1 087 363 |
| EBITDA | 21 357 | 27 541 | 39 845 | 12 862 | 21 745 | 43 178 | 106 146 |
| Depreciation | 5 444 | 5 444 | 6 525 | 11 190 | 11 190 | 12 068 | 25 024 |
| Impairment of intangible assets |
13 595 | - | - | 13 595 | - | - | - |
| Operating profit (EBIT) | 2 319 | 22 097 | 33 320 | -11 923 | 10 555 | 31 110 | 81 122 |
| Financial items | -2 906 | -2 906 | -2 776 | -5 307 | -5 307 | -6 030 | -11 393 |
| Profit before tax | -588 | 19 191 | 30 544 | -17 231 | 5 248 | 25 079 | 69 728 |
| Segment other and eliminations | 2025 | 2024 | 2025 | 2024 | 2024 |
|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter |
2nd quarter |
First half | First half | Year |
| EBITDA | -2 770 | -5 345 | -6 218 | -10 008 | -8 370 |
| Depreciation | 283 | -95 | 562 | 145 | 1 051 |
| Operating profit (EBIT) | -3 053 | -5 250 | -6 780 | -10 153 | -9 420 |
| Financial items | 2 709 | 1 819 | 5 099 | 3 457 | 16 472 |
| Profit before tax | -344 | -3 431 | -1 682 | -6 696 | 7 053 |
Segment refractory has written down the ERP system with MNOK 13.6.
In Q2'25 the Group closed the acquisition of 100 percent of the shares in Emcothech AB. The transaction of MNOK 16 (MSEK 15.1) was settled with a payment of MNOK 11.0 for the shares at closing, subject to adjustment for deviations from historically seasonal working capital levels and net debt as of closing. In addition, a contingent performance-based earn-out, capped at MSEK 10, will be payable 18 months after closing, subject to fulfilment of the relevant conditions.
The purchase was financed with an increase in bank financing of MSEK 9 and cash.
Agora Bytom Sp. z o.o. has a MEUR 28.9/ MNOK 342.0 loan in Bank Pekao in Poland as of June 30, 2025. The loan is recognized at amortized cost and matures on maturity.
Agora Bytom entered in 2024 into an interest hedging of 70 percent of the outstanding loan amount valid until maturity. The secured interest is fixed at a rate of 3.17 percent above the interest margin of 2.80 percent until maturity.
Höganäs Borgestad has mortgage debt of MNOK 59.5 in Nordea as of June 30, 2025. Loan maturity date is June 30, 2028.
Part of the loan, MNOK 51.2, is reclassified as short-term interest-bearing debt in connection to assets held for sale on June 30, 2025.
In addition, the Group has MSEK 80 in credit facilities for ongoing financing of working capital.
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.
The approval of the transaction by Bjuv municipality will only become binding once the complaint has been finally resolved in the claimant's favor, and the completion of the transaction is conditional upon such binding approval.
In light of 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, 2025.
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 51.2 as of June 30, 2025. The loan amount is classified as interest-bearing debt under current liabilities.
| Asset | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1 000) | 30.6. | 30.6. | 31.12. |
| Höganäs Bjuf Fastighet | 14 345 | 15 947 | 13 907 |
| Total assets classified as held for sale | 14 345 | 15 947 | 13 907 |
| 2025 | 2024 | 2024 | |
|---|---|---|---|
| (NOK 1 000) | 30.6. | 30.6. | 31.12. |
| Opening balance as at 1st of January | 729 553 | 701 408 | 701 408 |
| Additions | 4 394 | 506 | 2 330 |
| Depreciation | 6 686 | 4 265 | 8 658 |
| Write downs | - | - | - |
| Translation differences | 208 | 9 768 | 34 474 |
| As at period end | 727 469 | 707 417 | 729 553 |
During first half of 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 fiveyear 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 tenyear cash flow projection.
The value in use is estimated based on significant unobservable inputs. These inputs include:
The present value of future cash flows was calculated using a pre-tax discount rate of 9.1% and a post-tax discount rate of 7.2%. 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.
The rent level is estimated to be EUR 15.42 per sqm per month in 2025 and is forecasted to increase at a steady growth rate of 2%. The estimated rent of EUR 15.42 per sqm is based on signed leases at EUR 16.33 per sqm, with deductions for tenant discounts.
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%. Vacancy as of 30.06.2025 is 5.2%, based on a total leasable area of 33,580 sqm in Agora Bytom.
Capitalization rates are based on the specific location in Poland, as well as the size and quality of the properties, while taking into account 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.
Cash flows beyond the ten-year period were extrapolated using a steady growth rate of 2%, which is consistent with the long-term average growth rate for the industry.
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% | 75 717 # |
81 097 | 87 748 | 96 181 | 107 223 | 122 306 | 144 144 |
| 6,2% | 69 077 # |
73 354 | 78 535 | 84 939 | 93 060 | 103 693 | 118 217 |
| 6,7% | 63 506 # |
66 964 | 71 083 | 76 073 | 82 242 | 90 063 | 100 304 |
| 7,2% | 58 765 # |
61 601 | 64 933 | 68 901 | 73 708 | 79 650 | 87 184 |
| 7,7% | 54 682 # |
57 038 | 59 771 | 62 980 | 66 804 | 71 435 | 77 160 |
| 8,2% | 51 131 # |
53 107 | 55 376 | 58 010 | 61 103 | 64 787 | 69 250 |
| 8,7% | 48 012 # |
49 686 | 51 590 | 53 777 | 56 316 | 59 297 | 62 848 |
| 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% |
| 5,7% | 93 087 # |
94 119 | 95 150 | 96 181 | 97 213 | 98 244 | 99 276 |
| 6,2% | 82 312 # |
83 188 | 84 064 | 84 939 | 85 815 | 86 691 | 87 567 |
| 6,7% | 73 810 # |
74 564 | 75 319 | 76 073 | 76 827 | 77 582 | 78 336 |
| 7,2% | 66 929 # |
67 586 | 68 244 | 68 901 | 69 558 | 70 216 | 70 873 |
| 7,7% | 61 246 # |
61 824 | 62 402 | 62 980 | 63 558 | 64 137 | 64 715 |
| 8,2% | 56 473 # |
56 985 | 57 497 | 58 010 | 58 522 | 59 034 | 59 547 |
| 8,7% | 52 406 # |
52 863 | 53 320 | 53 777 | 54 235 | 54 692 | 55 149 |
| Capex in terminal | |||||||
|---|---|---|---|---|---|---|---|
| 680 000 | 630 000 | 580 000 | 530 000 | 480 000 | 430 000 | 380 000 | |
| -change -> | -150 000 | -100 000 | -50 000 | - | 50 000 | 100 000 | 150 000 |
| 5,7% | 93 609 # |
94 466 | 95 324 | 96 181 | 97 039 | 97 897 | 98 754 |
| 6,2% | 82 755 # |
83 483 | 84 211 | 84 939 | 85 668 | 86 396 | 87 124 |
| 6,7% | 74 191 # |
74 818 | 75 446 | 76 073 | 76 700 | 77 328 | 77 955 |
| 7,2% | 67 261 # |
67 808 | 68 355 | 68 901 | 69 448 | 69 994 | 70 541 |
| 7,7% | 61 538 # |
62 019 | 62 500 | 62 980 | 63 461 | 63 942 | 64 422 |
| 8,2% | 56 732 # |
57 158 | 57 584 | 58 010 | 58 436 | 58 862 | 59 288 |
| 8,7% | 52 637 # |
53 017 | 53 397 | 53 777 | 54 157 | 54 538 | 54 918 |
| Rent / sqm | |||||||
|---|---|---|---|---|---|---|---|
| EUR / Sqm-> | 15,0 | 15,1 | 15,3 | 15,4 | 15,6 | 15,7 | 15,9 |
| %-change -> | -3,0% # |
-2,0% | -1,0% | 0,0% | 1,0% | 2,0% | 3,0% |
| 5,7% | 93 223 # |
94 209 | 95 195 | 96 181 | 97 168 | 98 154 | 99 140 |
| 6,2% | 82 327 # |
83 198 | 84 069 | 84 939 | 85 810 | 86 681 | 87 552 |
| 6,7% | 73 733 # |
74 513 | 75 293 | 76 073 | 76 853 | 77 633 | 78 413 |
| 7,2% | 66 782 # |
67 488 | 68 195 | 68 901 | 69 607 | 70 314 | 71 020 |
| 7,7% | 61 043 # |
61 689 | 62 335 | 62 980 | 63 626 | 64 272 | 64 917 |
| 8,2% | 56 226 # |
56 820 | 57 415 | 58 010 | 58 604 | 59 199 | 59 794 |
| 8,7% | 52 124 # |
52 675 | 53 226 | 53 777 | 54 329 | 54 880 | 55 431 |
WACC
WACC
| 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 |
| 30.06.2025 | 35 062 072 |
*Borgestad increased the share capital by NOK 9.75 through the issue of 39 new shares in 2024, each with a nominal value of NOK 0.25, in order to facilitate for a reverse share split in the ratio 40:1
Total number of shares outstanding on 30 June 2025 is 35,062,072. Borgestad has not held any own shares throughout 2024 and 2025.
The Annual General Meeting on 28 May 2025 approved a dividend for 2024 of NOK 0.80 per share. This amounted to a total of MNOK 28.1. The dividend was paid out during second quarter 2025.
No material subsequent events has occurred since June 30, 2025 and the date of this report.
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 to provide supplementary information by excluding items that, 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 Borgestad's experience shows that these measures are often used by analysts, investors, and other stakeholders. Borgestad uses the same performance targets internally to further improve results and profitability by setting longterm financial targets.
Borgestad's alternative performance measures are defined based on adjusted IFRS concepts and are consistently defined, calculated, and applied in a transparent manner across all business areas and the Group as a whole. Financial alternative performance measures must not be considered a substitute for reported results in accordance with IFRS.
EBITDA: EBIT + depreciation, amortization and write-downs.
Interest-bearing debt (IBD): Long-term and short-term loans, including financial leasing obligations.
Working capital: Inventories, trade receivables minus trade payables.
| Available liquidity at end of period | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1000) | 30.6. | 30.6. | 31.12. |
| Drawn on the overdraft facility | -60 583 | -48 926 | - |
| Overdraft facility 80 MSEK | 84 936 | 73 710 | 72 051 |
| Restricted deposits | -14 506 | -12 288 | -16 487 |
| Cash | 117 009 | 130 263 | 220 462 |
| Available liquidity at end of period | 126 857 | 142 759 | 276 026 |
| IBD (Interest-bearing debt) | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1000) | 30.6. | 30.6. | 31.12. |
| Mortgage debt | 401 500 | 388 994 | 395 500 |
| Lease liability | 46 493 | 43 250 | 41 716 |
| Bank overdraft | 60 583 | 48 926 | - |
| Total interest-bearing debt | 508 575 | 481 170 | 437 216 |
| NIBD (Net Interest-bearing debt) | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1000) | 30.6. | 30.6. | 31.12. |
| IBD (Interest-bearing debt) | 508 575 | 481 170 | 437 216 |
| Cash | 117 009 | 130 263 | 220 462 |
| Total | 391 566 | 350 907 | 216 754 |
| NIBD/EBITDA LTM | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1000) | 30.6. | 30.6. | 31.12. |
| NIBD (Net Interest-bearing debt) | 391 566 | 350 907 | 216 754 |
| EBITDA LTM | 124 548 | 156 189 | 139 069 |
| NIBD/EBITDA | 3,1 | 2,2 | 1,6 |
| Equity ratio | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1000) | 30.6. | 30.6. | 31.12. |
| Total equity | 752 262 | 762 507 | 809 032 |
| Total capital | 1 523 894 | 1 480 178 | 1 461 385 |
| Equity ratio in % | 49,4 % | 51,5 % | 55,4 % |
| Working capital | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1000) | 30.6. | 30.6. | 31.12. |
| Inventories and trade receivables | 406 290 | 393 725 | 265 468 |
| Trade payables | 85 217 | 81 237 | 68 489 |
| Working capital | 321 074 | 312 488 | 196 979 |
| EBITDA group | 2025 | 2024 | 2024 |
|---|---|---|---|
| (NOK 1000) | 30.6. | 30.6. | 31.12. |
| Operating income/(loss) | -2 962 | 36 873 | 104 336 |
| Impairment of non-current assets | 13 595 | - | - |
| Depreciation | 18 438 | 16 478 | 34 733 |
| EBITDA | 29 071 | 53 351 | 139 069 |
| 1) Adjusted group 2025 | 2025 | 2025 |
|---|---|---|
| (NOK 1000) | 2nd quarter | First half |
| EBIT | 8 012 | -2 962 |
| Accrued cost for lay-off compensations | -6 183 | -8 883 |
| Write down ERP system | -13 595 | -13 595 |
| EBIT adjusted | 27 790 | 19 516 |
| Financial items | -6 920 | -17 577 |
| Profit before tax | 20 870 | 1 940 |
| 4) Adjusted segment refractory 2025 | 2025 | 2025 |
|---|---|---|
| (NOK 1000) | 2nd quarter | First half |
| EBIT | 2 319 | -11 923 |
| Accrued cost for lay-off compensations | -6 183 | -8 883 |
| Write down ERP system | -13 595 | -13 595 |
| EBIT adjusted | 22 097 | 10 555 |
| Financial items | -2 906 | -5 307 |
| Profit before tax | 19 191 | 5 248 |
We confirm to the best of our knowledge that the condensed set of financial statements at June 30 2025 and for the six-month period January 1, 2025, to June 30, 2025, have been prepared in accordance with IAS 34 - Interim Financial Reporting, and gives a true and fair view of the Group's assets, liabilities, financial position and result for the period. We also confirm to the best
of our knowledge that the financial review includes a fair review of important events that have occurred during the first six months of the financial year and their impact on the financial statements, any major related parties transactions, and a description of the principal risks and uncertainties for the remaining six months of the financial year.
Borgestad, August 20 2025
Glen Ole Rødland Chairman
Wenche Kjølås Board Member
Helene Bryde Steen Board Member
Jan Erik Sivertsen Board Member
The document is electronically signed.
Jacob Andreas Møller Board Member
Pål Feen Larsen CEO

Fornebuveien 1 1366 Lysaker Norway
[email protected] borgestad.no
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