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Borgestad ASA

Quarterly Report Oct 31, 2025

3561_rns_2025-10-31_fadcefca-0557-49d5-94ec-1870f5dba9d1.pdf

Quarterly Report

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Third Quarter 2025 Report

October 30, 2025

Table of Contents

Highlights and Key Figures
3
About Borgestad ASA
3
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

Highlights and Key Figures

Highlights

In Q3'25, Borgestad Group delivered a result before tax of MNOK 47.0, compared to MNOK 44.1 in Q3'24.

  • 2
  • Höganäs Borgestad delivered a better quarter compared to Q3'24, reporting revenues of MNOK 333.3 and an EBIT of MNOK 49.6, compared to MNOK 340.4 and MNOK 45.5 Q3'24, respectively.
  • 3

Agora Bytom delivered an EBITDA of MNOK 10.3 in Q3'25, compared to MNOK 10.3 in Q3'24.

Key Figures

3rd quarter First 9 months
MNOK 2025 2024 Adj. 2025* 2024
Operating income 354 360 876 919
EBITDA 65 63 103 117
Depreciation & impa. of intangible assets 11 11 29 28
Operating profit (EBIT) 54 52 74 89
Profit before tax 47 44 49 73
MNOK 30.09.2025 30.09.2024
Cash 133 132
Available liquidity at end of period 145 162
IBD 497 474
NIBD 363 364
NIBD/ adj. EBITDA LTM 2,9 2,5
Equity ratio 51 % 53 %

*Adjusted EBITDA, EBIT and result before tax exclude accrued cost for lay-off compensations and write down of ERP system.

About Borgestad ASA

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

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.

CEO Letter

Overall, Borgestad continues to demonstrate a solid underlying operational trend, and the development is expected to continue.

Agora Bytom continued the positive trend with increasing rental income. Cost reductions implemented in 2024, along with a high occupancy rate, are reflected in the third quarter and year to date EBITDA.

The occupancy rate as of September 30 showed an increase compared to June 30, in addition Agora Bytom has signed leases in October'25 that will contribute to continued increase in the occupancy rate. These leases will also contribute to further conversion of common area to leasable area of 350 sqm, equal to one percent of total leasable area. These leases are expected to further increase rental income and EBITDA from second quarter of 2026 and onwards.

Agora Bytom has shown a strong development in recent periods, both operationally and financially. Based on current signed leases, Borgestad expects the occupancy rate to exceed 97.0 percent by the end of the year.

Höganäs Borgestad reported its best EBIT in history, with a quarterly EBIT of MNOK 49.6, corresponding to an EBIT margin of 14.9 percent and an adjusted EBIT year-to-date of 7.4 percent. The underlying development is good, although the global environment remains volatile, with ongoing conflicts and rising geopolitical tensions. Especially in Sweden, Höganäs Borgestad review

a slowdown within several industries. In response, Höganäs Borgestad implemented cost reduction measures in the second quarter, while preserving the necessary capacity to meet the expected increase in sales over the coming quarters.

The orderbook at the end of September'25 is at a solid level, supporting expectations for a continued positive development for Höganäs Borgestad Group.

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.

Pål Feen Larsen CEO

Operational and Financial Review

Group Results

2025 2024 2025 2024
(MNOK) 3rd
quarter
3rd
quarter
Adjusted
first 9
months
First 9
months
Revenue 354 360 876 919
Total operating cost 289 296 773 803
EBITDA 65 63 103 117
Depreciation 11 11 29 28
Impairment of intangible assets - - - -
Earnings before financial items and tax (EBIT) 54 52 74 89
Financial items -7 -8 -25 -17
Profit before tax 47 44 49 73

Profit and Loss

Numbers in parenthesis are as of December 31, 2024.

Over the last twelve months Borgestad Group has a revenue of MNOK 1,126.2 and an adjusted1 EBITDA of MNOK 125.0

Borgestad Group's EBITDA was MNOK 64.7, an increase from MNOK 63.3 in Q3'24. The increase in EBITDA was due to a good performance within refractory segment in the quarter.

Net financials were better compared to the same period last year, mainly due to decreased interest rates.

At the end of Q3'25, order intake and order backlog for the refractory segment were at normal seasonal levels.

Balance Sheet

Numbers in parenthesis are as of December 31, 2024.

As of September 30, 2025, the Group had total assets of MNOK 1,544 (MNOK 1,463), with equity amounting to MNOK 790.4 (MNOK 809), corresponding to an equity ratio of 51 % (55 %).

Current assets totalled MNOK 575 (MNOK 497), while non-current liabilities stood at MNOK 402 (MNOK 393) and current liabilities at MNOK 352 (MNOK 261).

Working capital amounted to MNOK 352 (MNOK 197), up from MNOK 335 as of September 30, 2024. The increase year-on-year is mainly driven by increase in trade receivables.

The Group's total interest-bearing debt as of September 30, 2025, was MNOK 497 (MNOK 437), with net interest-bearing debt at MNOK 363 (MNOK 217).

1 Adjusted EBITDA, EBIT and result before tax exclude accrued cost for lay-off compensations and write down of ERP system.

Cash Flow, Investments, and Liquidity

Numbers in parenthesis are as of December 31, 2024.

The Group's year-to-date cash flow from operating activities was negative with MNOK 63.4 (positive MNOK 149).

Cash flow from investing activities was negative MNOK 28.4 (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 4.6 year-to-date (negative MNOK 62.2). The Group distributed dividend of MNOK 34.6 in June'25 to shareholders of Borgestad ASA and minority shareholders of Höganäs Borgestad Holding AB.

Net cash flow year-to-date was negative with MNOK 87.2.

Available liquidity as of September 30, 2025, was MNOK 145.3 (MNOK 276), which includes MNOK 26.3 of undrawn credit facilities.

Real Estate

2025 2024 2025 2024
(MNOK) 3rd
quarter
3rd
quarter
First 9
months
First 9
months
Revenue 20 19 60 57
EBITDA 10 10 33 31
Earnings before financial items and tax (EBIT) 7 8 23 24

In Q3'25, tenant turnover at Agora Bytom increased by 6.2 percent compared to the same period in 2025, while last twelve months turnover grew by 3.7 percent year-over-year.

Tenants at Agora Bytom have increased their revenues by 6.2 percent in Q3'25 compared to the same period in 2024.

In Q3'25, visitor numbers decreased by 1.3 percent compared to the same period last year. The last twelve months number of visitors declined with 0.9 percent year-over-year.

In third quarter, the property segment generated rental income of MNOK 20.1 and EBITDA of MNOK 10.3, compared to MNOK 19.4 and MNOK 10.3 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 September 30, 2025, the WAULT2 stands at 4,14 years by area and 3.64 years by income.

2 Weighted average unexpired lease term.

As of September 30, 2025, occupancy based on signed leases was at 95.5 percent, an increase of 0.7 percent since June 30. Per June 30, 2025 the total leasable area stands at 33,630 sqm.

The occupancy rate for Agora Bytom is estimated to stand at 97.0 percent per of the date of this report.

Agora Bytom has from September 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 97.0 percent, and leasable area of 33.980 sqm. The signed leases are estimated to open during fourth quarter 2025 and first quarter 2026 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 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 in the coming periods compared to previous years. Inflation in Poland and Europe has been gradually declining and, according to the European Central Bank, is now considered to be under control. This downward trend, together with other factors, has contributed to falling interest rates, which are expected to support lower yields and more transactions going forward.

Refractory

2025 2024 2025 2024
(MNOK) 3rd
quarter
3rd
quarter
Adjusted
first 9
months
First 9
months
Revenue 333 340 816 862
EBITDA 57 54 78 97
Earnings before financial items and tax (EBIT) 50 46 60 77
EBIT in percent 14,9 % 13,4 % 7,4 % 8,9 %

In Q3'25, Höganäs Borgestad delivered a record high EBIT of MNOK 49.6 and an EBIT margin in Q3'25 of 14.9 percent. Höganäs Borgestad reported a year-over-year revenue decline of 2.0 percent in Q3'25, primarily attributed to reduced activity in the Swedish service and maintenance market. Adjusted EBIT3 for year to date 2025 is at MNOK 60.2, down from MNOK 76.6 for same period in 2024.

Over the last twelve months, Höganäs Borgestad Group reported revenue of MNOK 1,040.7 and adjusted EBIT of MNOK 64.7, corresponding to an adjusted EBIT margin of 6.2 percent.

3 Adjustments for accrued costs related to lay-off compensations and extraordinary write-offs

Q3'25 EBIT at MNOK 49.6, an EBIT margin of 14.9 percent, compared to MNOK 53.9 and 13.4 percent for Q3'24.

In Q2'25, Höganäs Borgestad implemented a cost-saving program in parts of the Group, including staff reductions. The estimated full-year 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 left their positions before the end of their layoff period. These costs are excluded from the adjusted figures. Additionally, changes in subsidiary managements were made, effective September 1, to increase sales and improve operation efficiency.

Additional operational improvement measures are planned for implementation during 2025.

Borgestad remains optimistic about the outlook for Höganäs Borgestad for the remainder of the year, supported by an order backlog of MNOK 145.2 as of September 30, 2025, compared to MNOK 99.1 as of September 30, 2024.

Höganäs Borgestad continues to focus on steadily improving its EBIT margin and cash flow, 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.

Other Activities Included in the Group

Other activities primarily include the group company Borgestad ASA.

2025 2024 2025 2024
(MNOK) 3rd
quarter
3rd
quarter
First 9
months
First 9
months
Revenue 1 1 3 1
EBITDA -3 -2 -10 -12
Earnings before financial items and tax (EBIT) -3 -2 -10 -12

In Q3'25 Borgestad ASA has had a normal quarter in terms of costs and EBITDA.

Subsequent Events

No subsequent events have occurred between September 30, 2025 and the date of this report.

Outlook

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 accountingrelated and will have no impact on the Group's equity or cash flow. The result is estimated to be recognized in the Group's financial statements in the fourth quarter 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.

Condensed Consolidated Interim Statement of Income

2025 2024 2025 2024 2024
(NOK 1 000) (Unaudited) Note 3rd
quarter
3rd
quarter
First 9
months
First 9
months
Year
Revenue and other income 2 353 503 359 830 876 139 919 316 1 169 428
Materials, supplies and subcontracting 159 133 175 637 400 944 429 951 528 946
Salary and personnel expenses 100 747 99 304 292 903 295 598 394 855
Other expenses 28 950 21 557 88 547 77 084 106 558
Depreciation 6 10 685 11 110 29 122 27 588 34 733
Impairment of intangible assets 3 - - 13 595 - -
Operating cost and expenses 299 514 307 607 825 112 830 221 1 065 092
Operating income/(loss) 2 53 989 52 222 51 027 89 095 104 336
Financial items
Foreign currency gain/(loss) -169 168 -231 571 1 386
Interest expenses 7 703 9 219 22 808 19 864 27 403
Other financial income/(expenses) 903 927 -1 507 2 713 3 966
Net financial items -6 969 -8 124 -24 546 -16 580 -22 051
Profit before tax 2 47 020 44 098 26 481 72 515 82 285
Income tax 3 678 11 612 9 168 14 641 20 521
Profit/(loss) for the period 43 342 32 486 17 313 57 874 61 764
Allocated as follows:
Non-controlling interest's share of the profit 13 271 9 223 6 412 15 574 16 535
Controlling interest's share of the profit 30 071 23 264 10 901 42 299 45 229
Basic and diluted earnings per share 0,86 0,66 0,31 1,21 1,29

Condensed Consolidated Interim Statement of Comprehensive Income

2025 2024 2025 2024 2024
3rd
quarter
3rd
quarter
First 9
months
First 9
months
Year
Profit/(loss) for the period 43 342 32 486 17 313 57 874 61 764
Other comprehensive income
Other income and expenses that
will not be reclassified to profit:
Net actuarial gain/(loss) on defined
benefit pension plans net of tax
- - - - -664
Other income and expenses that
may be reclassified to profit or loss:
Translation differences -6 439 16 713 3 902 19 819 18 403
Change in fair value of cash flow
hedging net of tax
1 235 -5 037 1 402 -13 606 -13 178
Change in other equity
transactions
- 126 -42 - -
Net other comprehensive
income
-5 204 11 802 5 263 6 214 4 560
Total comprehensive income for
the period
38 138 44 288 22 576 64 087 66 325
Non-controlling interest's share of
total comprehensive income
13 185 11 556 8 851 17 309 17 714
Controlling interest's share of total
comprehensive income
24 953 32 732 13 725 46 779 48 611

Condensed Consolidated Interim Statement of Financial Position

2025 2024 2024
(NOK 1 000) (Unaudited) Note 30.9. 30.9. 31.12.
Assets
Investment property 6 719 784 729 419 729 553
Land, buildings 13 862 18 926 12 502
Fixtures, machinery and vehicles 44 289 35 434 42 667
Licences, trade marks and similar rights 3 11 668 40 153 26 032
Right-of-use assets 37 266 26 993 35 751
Goodwill 100 218 90 487 90 082
Other financial assets 5 682 757 6 248
Deferred tax asset 21 655 17 311 8 941
Total non-current assets 954 424 959 478 951 777
Inventories 143 401 137 172 126 254
Trade receivables 278 626 269 472 139 214
Other receivables 19 688 10 405 11 185
Cash and cash equivalents 133 272 132 342 220 462
Total current assets 574 987 549 390 497 115
Non-current assets classified as held for sale 5 14 330 16 782 13 907
Total assets 1 543 741 1 525 650 1 462 799

Consolidated Balance Sheet, continued

2025 2024 2024
(NOK 1 000) (Unaudited) Note 30.9. 30.9. 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 164 288 159 973 158 983
Other equity -98 451 -109 755 -106 894
Retained earnings 65 836 50 218 52 089
Non-controlling interest 75 894 79 836 80 202
Total equity 790 422 806 795 809 032
Interest-bearing debt 3, 4 342 814 345 895 343 600
Other non-current liabilities 21 948 10 510 10 713
Lease liability 27 736 28 545 24 730
Pension liabilities 5 875 6 040 5 813
Deferred tax 3 379 10 727 8 288
Total non-current liabilities 401 753 401 718 393 144
Interest-bearing debt 4 52 449 52 233 51 900
Lease liability 15 166 18 424 16 986
Bank overdraft 58 569 28 992 -
Trade payables 69 961 71 809 68 489
Tax payables 11 996 24 754 11 928
Public duties payable 46 341 48 064 28 991
Other short-term liabilities 97 085 72 861 82 330
Total current liabilities 351 567 317 137 260 623
Total equity and liabilities 1 543 741 1 525 650 1 462 799

Lysaker, October 30, 2025

Board of Directors, Borgestad ASA

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.

Consolidated Statement of Cash Flows

2025 2024 2024
(NOK 1 000) (Unaudited) First 9
months
First 9
months
Year
Cash flow from operating activities before balance changes 64 444 90 873 104 871
+/-
Balance changes
-127 873 -67 910 44 430
Net cash flow from operating activities -63 429 22 963 149 301
Acquisitions of property, equipment and intangible assets -12 477 -8 415 -12 220
Acquisitions of subsidiaries -16 027 -13 169 -13 194
Sale of fixed assets 142 253 6 079
Net cash flow from investing activities -28 362 -21 331 -19 335
Proceeds from borrowings 9 555 - -
Repayment of borrowings -13 265 -14 410 -17 161
Net change bank overdraft 58 569 4 894 -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 -15 629 -12 462 -20 933
Net cash flow from financial activities 4 601 -21 978 -62 192
Cash flow for the period -87 190 -20 347 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 133 272 132 342 220 462

Statement of Change in Equity

(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 -13 136 -41 186
Profit/(loss) for the period 10 901 6 412 17 313
Net other comprehensive income 1 402 3 902 -2 459 2 417 5 263
Equity as at 30.09.2025 35 062 211 759 401 871 -5 623 169 910 -98 452 75 894 790 422

Notes to the Condensed Interim Financial Statements

Note 1 Accounting Principles and Comparable Numbers

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 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.

Use of estimates

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 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.

Note 2 Operating Segment Information

Group 2025 2024 2025 2025 2024 2024
(NOK 1 000) 3rd
quarter
3rd
quarter
First 9
months
Adjusted
first 9
months
First 9
months
Year
Revenue 353 503 359 830 876 139 876 139 919 316 1 169 428
EBITDA 64 674 63 332 93 744 102 646 116 683 139 069
Depreciation 10 685 11 110 29 122 29 122 27 588 34 733
Impairment of intangible assets - - 13 595 - - -
Operating profit (EBIT) 53 989 52 222 51 027 73 523 89 095 104 336
Financial items -6 969 -8 124 -24 546 -24 546 -16 580 -22 051
Profit before tax 47 020 44 098 26 481 48 978 72 515 82 285
Segment Real Estate 2025 2024 2025 2024 2024
(NOK 1 000) 3rd
quarter
3rd
quarter
First 9
months
First 9
months
Year
Revenue 20 144 19 408 60 471 57 044 76 622
EBITDA 10 256 10 333 32 683 30 514 41 293
Depreciation 3 424 2 144 10 110 6 409 8 658
Operating profit (EBIT) 6 832 8 189 22 573 24 105 32 634
Financial items -7 083 -8 200 -24 451 -14 082 -27 130
Profit before tax -251 -11 -1 878 10 023 5 504
Segment Refractory 2025 2024 2025 2025 2024 2024
(NOK 1 000) 3rd
quarter
3rd
quarter
First 9
months
Adjusted
first 9
months
First 9
months
Year
Revenue 333 256 340 410 815 587 815 587 862 236 1 087 363
EBITDA 56 569 53 876 69 431 78 332 97 054 106 146
Depreciation 6 970 8 368 18 160 18 160 20 436 25 024
Impairment of intangible assets - - 13 595 - - -
Operating profit (EBIT) 49 599 45 509 37 675 60 172 76 618 81 122
Financial items -2 483 -3 612 -7 790 -7 790 -9 642 -11 393
Profit before tax 47 116 41 897 29 885 52 382 66 976 69 728
Segment other 2025 2024 2025 2024 2024
(NOK 1 000) 3rd
quarter
3rd
quarter
First 9
months
First 9
months
Year
Revenue 956 1 460 3 141 1 484 8 438
EBITDA -2 591 -2 336 -9 588 -12 344 -9 994
Depreciation 123 95 349 239 380
Operating profit (EBIT) -2 713 -2 191 -9 937 -12 344 -10 374
Financial items 352 10 129 21 694 18 103 56 787
Profit before tax -2 359 7 937 11 756 5 759 46 413

Note 3 Significant Events in 2025

Impairment of intangible assets

Segment refractory has written down the ERP system with MNOK 13.6.

Höganäs Borgestad acquires Emcotech AB

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.

Note 4 Interest-Bearing Debt

Agora Bytom Sp. z o.o. has a MEUR 28.9/ MNOK 338.9 loan in Bank Pekao in Poland as of September 30, 2025. The loan is recognized at amortized cost and matures on maturity. Loan maturity date is December 31, 2028.

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 56.3 in Nordea as of September 30, 2025. Loan maturity date is June 30, 2028.

Part of the loan, MNOK 47.0, is reclassified as short-term interest-bearing debt in connection to assets held for sale on September 30, 2025.

In addition, the Group has MSEK 80 in credit facilities for ongoing financing of working capital. At September 30, 2025 the credit facility was drawn by MNOK 58.6.

Note 5 Assets Classified as Held for Sale

Non-current assets held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through sale rather than continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less 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, 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 47 as of September 30, 2025. The loan amount is classified as interestbearing debt under current liabilities.

Asset 2025 2024 2024
(NOK 1 000) 30.9. 30.9. 31.12.
Höganäs Bjuf Fastighet 14 330 13 875 13 907
Office Gunnar Knudsens veg, Skien - 2 907 -
Total assets classified as held for sale 14 330 16 782 13 907

Note 6 Investment Property

2025 2024 2024
(NOK 1 000) 30.9. 30.9. 31.12.
Opening balance as at 1st of January 729 553 701 408 701 408
Net Additions/Disposal 6 158 1 825 1 690
Depreciation 10 110 6 409 8 658
Translation differences -5 817 32 596 35 114
As at period end 719 784 729 419 729 553

Investment Property

In the first three quarters 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:

Discount Rate

The present value of future cash flows was calculated using a pre-tax discount rate of 9.7% and a post-tax discount rate of 7.1%. 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 15.08 per sqm per month in 2025 and is forecasted to increase at a steady growth rate of 2 %. The estimated rent of EUR 15.08 per sqm is based on signed leases at EUR 16.48 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%. Vacancy as of 30.09.2025 is 5.1%, based on a total leasable area of 33,630 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 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.

Terminal value

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.

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%
5,6% 76 365
#
81 953 88 890 97 733 109 389 125 458 149 029
6,1% 69 616
#
74 049 79 436 86 124 94 649 105 887 121 378
WACC 6,6% 63 969
#
67 547 71 821 77 016 83 465 91 685 102 521
7,1% 59 175
#
62 106 65 557 69 679 74 688 80 908 88 835
7,6% 55 054
#
57 485 60 313 63 641 67 617 72 449 78 448
8,1% 51 474
#
53 513 55 859 58 586 61 797 65 633 70 295
8,6% 48 336
#
50 062 52 029 54 292 56 924 60 022 63 723
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%
5,6% 94 566
#
95 622 96 677 97 733 98 788 99 844 100 899
6,1% 83 440
#
84 335 85 230 86 124 87 019 87 914 88 809
WACC 6,6% 74 707
#
75 476 76 246 77 016 77 786 78 556 79 326
7,1% 67 668
#
68 338 69 008 69 679 70 349 71 019 71 689
7,6% 61 874
#
62 463 63 052 63 641 64 230 64 820 65 409
8,1% 57 020
#
57 542 58 064 58 586 59 108 59 631 60 153
8,6% 52 894
#
53 360 53 826 54 292 54 758 55 224 55 690
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
5,6% 95 041
#
95 938 96 836 97 733 98 630 99 527 100 424
6,1% 83 843
#
84 603 85 364 86 124 86 885 87 646 88 406
WACC 6,6% 75 053
#
75 707 76 362 77 016 77 670 78 325 78 979
7,1% 67 970
#
68 539 69 109 69 679 70 248 70 818 71 388
7,6% 62 139
#
62 640 63 140 63 641 64 142 64 643 65 144
8,1% 57 255
#
57 699 58 142 58 586 59 030 59 474 59 918
8,6% 53 104
#
53 500 53 896 54 292 54 688 55 084 55 480
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%
5,6% 94 735
#
95 734 96 734 97 733 98 732 99 731 100 730
6,1% 83 483
#
84 363 85 244 86 124 87 005 87 885 88 766
WACC 6,6% 74 654
#
75 441 76 229 77 016 77 803 78 591 79 378
7,1% 67 542
#
68 254 68 966 69 679 70 391 71 103 71 815
7,6% 61 690
#
62 340 62 991 63 641 64 292 64 942 65 593
8,1% 56 790
#
57 389 57 987 58 586 59 185 59 784 60 383
8,6% 52 627
#
53 182 53 737 54 292 54 847 55 402 55 957

Note 7 Share 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
30.09.2025 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 September 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 in June, 2025.

Note 8 Subsequent Events

No material subsequent events has occurred since September 30, 2025 and the date of this report.

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 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 long-term 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.

Borgestad's financial alternative performance measures

EBITDA: EBIT + depreciation, amortization and write-downs.

Interest-bearing debt (IBD): Long-term and short-term loans, including financial leasing obligations.

Net interest-bearing debt (NIBD): IBD minus Cash.

Working capital: Inventories, trade receivables minus trade payables.

Available liquidity at end of period 2025 2024 2024
(NOK 1000) 30.9. 30.9. 31.12.
Drawn on the overdraft facility -58 569 -28 992 -
Overdraft facility 80 MSEK 84 848 72 877 72 051
Restricted deposits -14 231 -14 588 -16 487
Cash 133 272 132 342 220 462
Available liquidity at end of period 145 321 161 639 276 026
IBD (Interest-bearing debt) 2025 2024 2024
(NOK 1000) 30.9. 30.9. 31.12.
Mortgage debt 395 263 398 128 395 500
Lease liability 42 902 46 969 41 716
Bank overdraft 58 569 28 992 -
Total interest-bearing debt 496 734 474 089 437 216
NIBD (Net Interest-bearing debt) 2025 2024 2024
(NOK 1000) 30.9. 30.9. 31.12.
IBD (Interest-bearing debt) 496 734 474 089 437 216
Cash 133 272 132 342 220 462
Total 363 462 341 748 216 754
NIBD/EBITDA LTM 2025 2024 2024
(NOK 1000) 30.9. 30.9. 31.12.
NIBD (Net Interest-bearing debt) 363 462 341 748 216 754
Adjusted EBITDA LTM 125 032 136 273 139 069
NIBD/EBITDA 2,9 2,5 1,6
Equity ratio 2025 2024 2024
(NOK 1000) 30.9. 30.9. 31.12.
Total equity 790 422 806 795 809 032
Total capital 1 543 741 1 525 650 1 462 799
Equity ratio in % 51,2 % 52,9 % 55,3 %
Working capital 2025 2024 2024
(NOK 1000) 30.9. 30.9. 31.12.
Inventories and trade receivables 422 027 406 643 265 468
Trade payables 69 961 71 809 68 489
Working capital 352 066 334 835 196 979
EBITDA group 2025 2024 2024
(NOK 1000) 30.9. 30.9. 31.12.
Operating profit (EBIT) 51 027 89 095 104 336
Impairment of non-current assets 13 595 - -
Depreciation 29 122 27 588 34 733
EBITDA 93 744 116 683 139 069

Fornebuveien 1 1366 Lysaker Norway

borgestad.no

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