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HydrogenPro ASA — Annual Report 2025
Mar 27, 2026
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Download source fileHydrogenPro Integrated Report 2025 Powering innovation. Energizing tomorrow. Clean energy to power future industries
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ESG & Sustainability Highlights Page 32–49
Financial Highlights Page 36-37
Key Achievements Page 7
CEO Letter Page 4
Contents
About Us 3
CEO Letter 4
HydrogenPro at a Glance 6
Key Achievements 7
Outlook 8
About HydrogenPro ASA 10
Stakeholder Dialogue 12
Governance 14
Board of Director’s Report 15
NUES Corporate Governance Report 23
Ethical Business Conduct 28
Board of Directors 29
Executive Management 30
Our Impact 32
Introduction 33
Material Environment, Social and Governance Topics 34
Sustainability Targets 36
Efficient Technology and Scalability 37
Sustainable Manufacturing and Supply Chain 40
Innovative Product Design 45
A safe and Attractive Place to Work 47
Financial Statements 50
Consolidated Financial Statements 52
Financial Statements for the Parent Company 80
Statement Pursuant to Section 5-5 of the Norwegian Securities Trading Act 96
Alternative Performance Measures 97
Auditor’s Report 98
Appendix 100
Sustainability Factbook 101
GRI Content Index 107
GHG Accounts 109
Voluntary Reporting Under Article 8 of the EU Taxonomy Regulation 112
Board of Directors’ Report Page 15–22
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CEO Letter 4
HydrogenPro at a Glance 6
Key Achievements 7
Outlook 8
About HydrogenPro ASA 10
Stakeholder Dialogue 12
About Us 3
Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
HydrogenPro has adapted to global disruptions and market fluctuations in 2025. We have maintained strict cost control, optimized our products through redesign and full-scale testing, and positioned the company for long-term value creation. Despite an optimistic outlook for 2025, the electrolyzer industry has encountered more headwinds than expected, prompting a reassessment of the year’s objectives. Most notably, customers are delaying final investment decision (FIDs), the U.S. green hydrogen market has stalled, and political momentum remains insufficient to accelerate broader market development. These challenges have affected companies across the entire hydrogen value chain. Importantly, HydrogenPro has consistently demonstrated the ability to adapt swiftly and effectively to challenges, driven by strong partnerships, robust core operations, and highly skilled people. These initiatives have significantly enhanced our competitiveness. As we enter 2026, we are even better prepared to compete and win new contracts.
Improved Technology and extended testing
Significant effort was made to improve the performance and cost competitiveness of both current and upcoming products. HydrogenPro enabled a new and improved electrolyzer stack, featuring better electrodes and enhanced hydrogen production through reduced shunt current achieved by a modified stack design, and improvements in the gas separation skid. These efforts will continue in 2026. The result is lower specific energy consumption and higher hydrogen output per electrolyzer stack. Technology development is at the core of HydrogenPro, and in 2025 we logged more than 200 000 hours of testing and conducted over 1 000 laboratory experiments, some lasting up to 6 000 hours. Over the past year, we have made significant progress in enhancing our products, minimizing the use of scarce natural resources and eliminating the use of noble metals in our electrodes.
Leveraging Partnership Cooperation
To address the prolonged slowdown in the hydrogen market, HydrogenPro has adjusted our strategy and market approach. We see that EPC partnerships with companies well recognised by customers, can shorten the path to final investment decisions (FID). In addition, a continued shift toward smaller project sizes is evident. We now offer a productized
CEO Letter
By delivering proven performance and leveraging strong partnerships, HydrogenPro enables low-risk growth and full-scope delivery for large-scale projects— combining bankability, guarantees, and quality.
– Jarle Dragvik
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wrap, supported by EPC partners such as ANDRITZ, JHK and Thermax. These partnerships serve as proof of scalability, bankability, credibility, and long-term commitment. We aim to be the lowest-risk choice by offering data-backed performance, delivered through trusted EPC partnerships at competitive costs.
Establishing a foothold in India was one of our key objectives for 2025, as the country is one of the fastest-growing hydrogen markets. In August, we signed a partnership agreement with Thermax. Through a comprehensive technology access and development agreement, Thermax will engineer and manufacture key systems for the Indian market. In 2026, HydrogenPro will continue working to expand its presence in new growth markets for hydrogen.
Entering 2026, I am proud to see that our delivery to the 220 MW ACES project, together with Mitsubishi, is nearing completion. The ACES project in Utah, USA, is one of the world’s largest clean hydrogen hubs. These electrolyzers will produce, store and deliver green hydrogen, with the capacity to produce and store up to 100 metric tons per day. The hydrogen can be supplied to the power grid as needed. The plant is planned to start up in early 2026. Once fully operational, the site is expected to offer storage capacity two to three times greater than all U.S. grid- connected batteries today, with further expansion potential. The collaboration with ANDRITZ was further strengthened through the testing of new electrodes and deliveries to the SALCOS ® projects via ANDRITZ’s 1GW assembly plant in Erfurt, Germany. This partnership enabled us to achieve full compliance with European Hydrogen Bank funding requirements for European projects.
Capital Discipline
In 2025, we successfully streamlined our organization, reducing costs by approximately NOK 50 million annually. During the year, we raised new share capital through a private placement of NOK 140 million from ANDRITZ, Mitsubishi Heavy Industries Ltd. and LONGi combined. Last year, we commissioned a full-scale production line for next-generation electrodes at our R&D center in Denmark. With a targeted annual capacity of 350 MW, this represents the first step in our newest initiative, H2-GIGA, which is partially funded by grants. In 2024, we were awarded a EUR 16.5 million grant from the EU Innovation Fund and DKK 35 million from the Export and Investment Fund of Denmark. Combined, these grants represent approximately two- thirds of the total investment scope. The expansion is subject to a final investment decision. This advancement enables us to further reduce the levelized cost of hydrogen (LCOH) and strengthen our industrial capabilities to meet future customer demands. These financial commitments have strengthened our position, ensuring operational continuity and supporting future growth. We are deeply grateful for the trust and confidence our industrial shareholders have placed in HydrogenPro.
Recruit and retain talents
Our people are at the heart of our company, and we have continued to build and retain a strong organization. We have also further strengthened and embedded our company culture. In 2025, the commercial team was strengthened through the appointment of a new Chief Commercial Officer. Today, the company operates as a lean and flexible organization with motivated employees, and it is our people who make the difference—at every level.
Commitment to Safety and Sustainability
Safety is our license to operate. I am delighted to share that we have achieved more than two years without any lost-time accidents across all entities. By prioritizing QHSE management, we are building a sustainable, efficient, and responsible business that positively impacts our employees, customers, and the planet.
Looking Ahead
With the ongoing war in Ukraine now entering its fifth year and the recently started war in the Middle East adding further uncertainty to global geopolitics, the outlook for industrial investments remains complex. With a growing robust project pipeline approaching final investment decision (FID), we remain confident in our growth prospects and maintain an optimistic outlook toward 2030. We have demonstrated the ability to adapt swiftly and effectively to challenges, driven by strong partnerships, robust core operations, and highly skilled people. This strengthens our competitiveness and our ability to win new projects. While still developing our position in the energy transition, HydrogenPro remains committed to progressing with care, discipline, and the trust you place in us. Thank you for your continued trust and support.
Jarle Dragvik
Chief Executive Officer
HydrogenPro
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HydrogenPro at a Glance
| Metric | Value |
| :--- | :--- |
| Backlog at end of 2025 | NOK 275M |
| Manufacturing capacity | 500 MW |
| Total revenue | NOK 87 M |
| Location | Function |
|---|---|
| Tianjin, China | Electrolyzer manufacturing, 500 MW capacity |
| Shanghai, China | Group Supply chain |
| Norway Porsgrunn: | HQ and test center |
| Oslo: | Admin office |
| US, Minneapolis, Minnesota | Subsidiary |
| Aarhus, Denmark | R&D & Electrode manufacturing |
| Duisburg, Germany | Subsidiary |
| Metric | Value |
|---|---|
| Number of employees | 87 |
Building a Global Brand
HydrogenPro is a key player in the energy transition, using a minimum of scarce natural resources and no noble metals in the process.# Global Footprint Technology Leader Scalability Life Cycle Partner
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Key Achievements
New manufacturing line of advanced electrodes in Denmark fully operational
The new manufacturing line for advanced electrodes in Denmark became fully operational, designed for an annual electrode output supporting up to 350 MW of electrode production capacity. The facility enables scaled production of Generation 3 electrodes with consistent quality and significantly improved efficiency, underpinned by extensive testing and laboratory and pilot validation, and supports reliable industrial scale deployment of next generation electrode technology.
750+ days without lost-time accidents
This is a testament to the robust safety culture we have fostered throughout our organization. It indicates that we are effectively identifying and mitigating potential hazards, ensuring compliance with industry safety standards and regulations. This milestone also reflects our ongoing focus on enhancing safety practices and procedures. This reflects a dedication to continuous improvement, ensuring that our workforce remains protected and our operations remain reliable.
Full-Scale Performance Validated for Next-Generation Electrode Technology
A full-scale validation of next-generation electrode technology was completed through 500 hours of continuous operation in a commercial-scale electrolyzer, confirming improved performance, reliability, and safe operation up to 115% capacity. This milestone demonstrates the technology’s industrial readiness for large-scale green hydrogen applications. Supporting these results, HydrogenPro has expanded its lab-scale testing capabilities, enabling both short- and long-duration tests. With more than 200 000 hours of laboratory operation, the company has built a strong foundation for understanding electrode behavior and guiding further optimization.optimization and long-term performance development.
HydrogenPro and Thermax enter partnership in India
A strategic technology partnership with Thermax expanded market reach in India, granting exclusive rights to deliver alkaline electrolyzer systems based on HydrogenPro’s pressurized alkaline technology. The collaboration combines HydrogenPro’s stacks and gas separation technology expertise with Thermax’s local engineering, manufacturing of gas separation skids, EPC delivery and lifecycle services. It will also be supported by a short-stack testing facility in Pune, planned for 2026, to ensure quality assurance, accelerated localization and scalable deployment in India’s fast- growing green hydrogen market.
Full ownership of manufacturing site in Tianjin, China
HydrogenPro acquired the remaining shares of its Tianjin manufacturing site, gaining full ownership of a cost-efficient electrolyzer production facility with approximately 500 MW annual capacity. The transaction streamlines manufacturing operations and reinforces the company’s ability to support large scale project delivery, following several years of quality and system upgrades at the site and successful deliveries to globally significant green hydrogen projects.
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Market & Policy Backdrop
The global hydrogen sector entered 2025 with greater maturity and focus, as developers and policymakers converged on clearer frameworks and bankable offtake structures. Committed investment exceeds $110 billion across ~510 projects (up $35 billion YoY), with ~6 Mtpa of clean hydrogen capacity committed and ~1 Mtpa already being an operational evidence that the first wave is moving from announcement to delivery. More than 1,700 projects sit in the global pipeline, and a risk adjusted 9–14 Mtpa by 2030 looks feasible where offtake is secured. While 2026 is likely to remain selective, the medium to long-term outlook has strengthened as the pipeline matures, even as some near-term commissioning dates adjust.
United States — Clear Rules, Sharper Focus
Final IRS/Treasury rules for Section 45V now provide methodological certainty for developers and lenders. Subsequent federal budget/tax measures have tightened the original IRA window, and DOE hydrogen hub funding has seen program reviews and reprioritization, channeling activity to regions aligned with existing energy infrastructure. Against this backdrop, our ACES Delta (220 MW electrolysis + storage) reference has reached ~95% completion—demonstrating tangible progress on largescale hydrogen for U.S. power decarbonization despite a more measured policy environment.
Outlook Europe — Rules in Place, Execution Ahead
Europe enters 2026 with the core regulatory pieces for renewable hydrogen essentially in place: the RFNBO rules under RED III are implemented, and the Gas & Hydrogen Decarbonization Package now enables harmonized market rules, network access, and the establishment of dedicated hydrogen markets across Member States, to be transposed by mid-2026. Funding to stimulate early renewable hydrogen offtake continues via the EU Hydrogen Bank, with further competitive auction rounds expected to support RFNBO aligned projects and strengthen investor visibility in 2026. The establishment of ENNOH initiates coordinated EU level network planning—an essential step toward a future European hydrogen backbone that clarifies infrastructure pathways for green hydrogen producers and off-takers. Our installation at SALCOS ® (100 MW) provides a strong European reference for the steel industry’s green transition.
India — Rapidly Ascending
India is among the fastest-moving markets, driven by the National Green Hydrogen Mission and an ambition to produce 5 Mtpa by 2030. The next phase will hinge on converting announcements to FID, expanding dedicated renewables and grid infrastructure, and improving demand visibility in hard-to-abate sectors— key enablers for takeoff by 2030. For HydrogenPro, India’s low-cost renewables, manufacturing depth, and emerging export corridors align with our intent to establish a scalable technology and manufacturing footprint with Thermax, already gaining traction in industrial and mobility applications.
MIDDLE EAST — FAST-GROWING BUT WITH HEIGHTENED GEOPOLITICAL RISK
MENA momentum remains strong, backed by rapid solar and wind expansion and a large pipeline of green hydrogen and ammonia projects. Regional ambitions still target multi million ton production, supported by cost leading renewable resources. However, the Iran conflict has increased short term uncertainty, with heightened market volatility and disruptions around the Strait of Hormuz affecting logistics and investor sentiment. Despite these risks, the region remains one of the lowest cost producers with strong long term export potential. Nevertheless, HydrogenPro’s high pressure alkaline technology continues to be well suited for utility scale projects targeting competitive LCOH and long asset lifetimes.
Technology & Cost Trajectory — Alkaline Strengthening
Electricity cost and utilization (OPEX) remain the dominant LCOH drivers. Independent analyses and our internal testing indicate double-digit efficiency
Sources: Hydrogen-Council-Global-Hydrogen-Compass-2025.pdf US department of the treasury National law review EU Energy, 2024/2025] Magnus Brief, 2025 Global Hydrogen Review IEA Global Energy outlook 2025 IEA Global Energy outlook 2025 DII MENA Energy Outlook 2025
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gains from next-generation electrode technology, translating directly into lower OPEX and improved economics at scale.
Commercial Pipeline & Execution
HydrogenPro anticipates a selective, but firmer FID environment from 2026 onward as the pipeline matures and buyers prioritize scale and proven execution. Core to this momentum is our technology and project delivery capability: industrial scale, high-pressure alkaline systems, validated in reference projects and setting benchmarks for durability and load flexibility in large- scale hydrogen production. In 2025, HydrogenPro maintained disciplined cost control and delivered measurable efficiency gains despite softer order intake—demonstrating the resilience of our lean, ISO-driven operating model. Our in-house electrode coating and stack design remain strategic differentiators, enabling efficiency gains, supply-chain control, and lifetime performance advantages that lower customer’s LCOH. Combined with long-term EPC partner- ships and local assembly in Erfurt, Germany plus electrode manufacturing in Aarhus, Denmark, HydrogenPro enters 2026 with a competitive position based on scalable technology, disciplined execution, and a partnership approach—well aligned to regulatory localization and sustainability requirements.
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HydrogenPro is a technology company and an OEM of high- pressure alkaline electrolyzers, established in 2013. We specialize in pioneering green hydrogen technology solutions in partnership with global collaborators and suppliers. Our manufacturing plant in China is ISO 9001, ISO 14001 and ISO 45001 certified. When HydrogenPro was established in 2013, our founders did not start from scratch. Their experience was built through many years at Norsk Hydro, a world leader in industrial electrolysis with more than a century of expertise in developing, scaling, and operating large-scale electrochemical processes. Since 2013, the company has grown through organic business development, joint ventures, and acquisition of sub- sidiaries. At year-end, our team consists of 87 highly skilled professionals, including key experts in green hydrogen solutions.We currently operate engineering, research & development, sales, commissioning, and manufacturing facilities across Norway, Denmark, Germany, the United States, About HydrogenPro ASA and China, with plans for further global expansion as demand continues to grow.
Business Model
HydrogenPro designs, manufactures, and delivers high-pressure alkaline electrolyzer technology, either directly or as part of larger EPC-led projects, to enable large-scale, cost-efficient green hydrogen production. We are a technology-driven OEM with core intellectual property in stack design and proprietary electrode technology. Our focus on high-pressure alkaline electrolyzers results in lower balance-of-plant complexity. To achieve our objectives of high quality and lower cost, we conduct continuous R&D, testing, and product improvement. Our delivery model is productized with scalable standardized electrolyzer solutions from 5 MW to 100+ MW. This is optimized for both large flagship projects and smaller step-up projects and is designed for renewable intermittency, like wind and solar.
A central part of our business model is partnership- and EPC-enabled execution, collaboration with strong EPC and industrial partners like ANDRITZ, JHK, and Thermax. Our partners cover larger portions of the project scope like balance of plant, integration, and local manufacturing. This enables faster FID, local market access, regulatory compliance and lower execution risk. Our technology transfer model and our partnerships with global EPC partners and strong industry players enable regional production and scalable capacity aligned with market maturity. Our lifecycle engagement together with our partners ensures support throughout the entire project lifecycle, including engineering, commissioning, and performance optimization, as well as life-cycle support. This positions us as a long-term technology partner, not merely an equipment supplier.
Value Proposition
HydrogenPro enables customers to produce green hydrogen at the lowest possible cost and risk, through high-efficiency, scalable, and proven high-pressure alkaline electrolyzer technology, delivered via trusted industrial partnerships. Our key value drivers are low levelized cost of hydrogen, proven scalability, technology leadership without scarce materials, offering grid-balancing and renewable compatibility, and reduced project risk.
We achieve a low levelized cost of hydrogen through high efficiency, reduced shunt currents, and high-pressure operation, which lowers downstream compression requirements, as well as optimized performance at low loads to accommodate renewable intermittency.
HydrogenPro has demonstrated proven scalability by delivering some of the world’s largest projects, ranging from 100 to 220 MW. Our standardized design enables replication and scale-up, and we have established strong credibility with both financiers and customers.
We have achieved technology leadership without the use of scarce materials, using no noble metals and only a minimal amount of critical raw materials. This is supported by high-throughput electrode testing and validation.
Our electrolyzers are designed for grid- balancing and renewable compatibility, with the ability to handle fluctuating power input and deliver strong performance at partial load. This makes them ideal for wind- and solar-based hydrogen production.
We reduce project risk through EPC partnerships with recognized industrial players, local manufacturing and assembly, and compliance with EU and regional funding requirements.
Strategy
HydrogenPro delivers high-pressure alkaline electrolyzers with industry-leading efficiency and reduced levelized cost of hydrogen. The company has identified four strategic pillars: technology leadership, global footprint, scalability, and lifecycle partnership.
To succeed as a global electrolyzer supplier, technology leadership is crucial. Hence, electrolyzers with low energy losses will be a prerequisite for green hydrogen companies to succeed. HydrogenPro is already competitive in terms of efficiency amongst peers, and we continue to improve and optimize our electrolyzer performance aiming for even higher current densities and pressure. We will continue to invest in research and development (R&D) to improve performance and cost competitiveness. Our R&D department is continuously working to enhance our electrodes. At our R&D center, researchers are developing and testing new electrodes alongside our new production line, ensuring a short and efficient path from research to production. At the same time, our engineers are refining the stack design to further reduce costs.
A global footprint is essential for HydrogenPro to remain close to customers and key growth markets. Our updated strategy emphasizes market expansion through strong, well-established partners with deep regional networks. We have implemented a structured project prioritization approach within a standardized, productized offering, supported by EPC partners such as ANDRITZ, JHK, and Thermax. These partnerships demonstrate our ability to scale, enhance our market credibility, and reinforce our long-term commitment to customers and stakeholders. 10 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
We firmly believe that size and scale are essential for green hydrogen to reach its full potential. Our standardized electrolyzers feature a smart, cost-efficient design and are built for upscaling and seamless plant integration. The modular architecture allows electrolyzers to be turned on and off quickly as needed, making them well suited for fluctuating renewable energy sources such as wind and solar. In addition, our technology does not rely on scarce precious metals, reducing exposure to raw material supply risks.
HydrogenPro provides solutions and services that support the full lifecycle of customer equipment, from design and installation to operation and maintenance. This creates recurring revenue from the installed base and strengthens the resilience of our business model.
HydrogenPro’s strategy is grounded in sustainability. By enabling cost-efficient green hydrogen production, we support global decarbonization and help reduce emissions in hard-to-abate sectors. Our electrolyzers are designed for energy- efficient operation, long lifetime, and zero use of noble or critical materials. Through strong industrial partnerships and responsible manufacturing practices, we ensure that sustainability guides how we innovate, scale, and deliver our solutions. 11 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Engaging in open and con- tinuous dialogue with our stakeholders is essential to understanding expectations, managing risks, and creating long-term value. Through structured and ongoing engagement, we ensure our strategy reflects the needs of customers, employees, partners, investors, and communities. As a technology company and an OEM of high-pressure alkaline electrolyzers we strive to meet rising stakeholder expectations and maintain transparency across our value chain. Our stakeholders’ contributions remain an integral part of our company´s development. Their views and interests are considered when defining our key focus areas and material topics, as well as assessing potential economic, environmental, and social impacts. Equally important is ensuring that our stakeholders understand our company’s plans, circumstances, and constraints. We continuously evaluate and take action to address potential negative impacts.
Stakeholder Dialogue
Employees
Employees are at the core of Hydrogen- Pro’s value creation, and we strive to build a strong company culture that aligns with our vision and values. To achieve our strategy, it is essential to continue to build a capable organization by attracting, developing, and retaining talents. Our employees are onboarded and trained according to the requirements of their roles and all receive regular follow-ups from their respective managers. We foster engagement through regular town hall meetings, department meetings, active internal social media channels, individual people dialogues and follow-ups, and an annual working environment survey.
Investors
HydrogenPro is committed to the creation of long-term and sustainable shareholder value. The Company’s investor relations activities are designed to facilitate open and constructive dialogue with existing and potential shareholders and other relevant stakeholders in the capital markets, including through regular engagement with financial analysts. Shareholders exercise their rights and influence over the Company through the Annual General Meeting and, where applicable, Extraordinary General Meetings. HydrogenPro applies the principle of equal treatment of shareholders and seeks to ensure that all material information is disclosed to the market in a timely, accurate and non-discriminatory manner. We do so through stock exchange announcements in accordance with applicable laws and regulatory requirements.
Customers
HydrogenPro aims to establish long-term, mutually beneficial relationships with our customers. They purchase our products and solutions either directly or indirectly through our partners. We engage with customers through our Project and Commercial team, providing support for both specific project deliveries and general needs. Customer involvement and feedback are essential to optimizing our operations, as we continuously strive to develop and deliver products that exceed expectations.
Suppliers
Suppliers provide HydrogenPro with a wide range of services and commodities, where cost, quality, and reliable delivery are key priorities in our selection process. We aim for carbon neutrality in our supply chain, including initiatives such as local sourcing of materials and products, emission reduction plans, and the use of renewable energy.Supply chain involvement, screening, and qualification processes are continuously monitored and adjusted as needed. We work closely with our suppliers to ensure that our company standards are met throughout project deliveries and strive to maintain long-term relationships with those aligned with our growth objectives. HydrogenPro conducts annual supplier audits to verify compliance with our requirements and support continuous improvement. In 2025, we completed two supplier audits.
Governments
Governments establish industry standards for certifications and procedures. HydrogenPro engages in regular dialogue regarding engineering, manufacturing, assembly facilities, and projects to ensure that all qualifications are met by different governments. Additionally, industry bodies work to further develop the industry, and grants are provided for certain projects.
Organizations
HydrogenPro is a member of some selected associations, including Hydrogen Europe, Confederation of Norwegian Enterprise (NHO), NBA China and Powered by Telemark. These organizations have different focus, ranging from local to multinational. We believe that joint efforts will be key to achieving industry goals, and HydrogenPro values the commitment from our industry peers and the importance of collaboration.
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Furthermore, through our presence in these arenas, HydrogenPro is able to build strategic relationships, promote our business and technology, and advocate for favorable regulations and legislation to support industry growth.
Local communities and stakeholders
HydrogenPro operates within local communities where we aim to have a positive social and environmental impact, aligning with the company’s core objectives. Local Executive Management evaluates and initiates local stakeholder engagement, reporting back to the Board of Directors. We engage in dialogue and collaboration with local universities and institutions like DTU in Copenhagen, Denmark and SINTEF in Trondheim, Norway, utilizing local talent and suppliers when suitable and possible. Further our connection with Danish Aarhus University’s Department of Biological & Chemical Engineering is a mutually beneficial collaboration. Students work at HydrogenPro for training and education, while contributing to our research, development, and manufacturing. Over the years, several of the students have been employed on a permanent basis by HydrogenPro after finishing their MSc/PhD degree. These are mutually beneficial collaborations where universities provide feedback and insights into the expertise required for our operations, and HydrogenPro supports the development of local academics.
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Board of Director’s Report 15 NUES Corporate Governance Report 23 Ethical Business Conduct 28 Board of Directors 29 Executive Management 30 Governance
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HIGHLIGHTS
2025 was a year of industrial scaling and commercial validation for HydrogenPro. We progressed deliveries to two of the world’s largest green hydrogen projects, with ACES in the USA nearing completion and SALCOS ® in Germany moving steadily toward assembly phase. A key milestone was the start-up of a new manufacturing line for advanced 3rd-generation electrodes in Aarhus, Denmark with target capacity of 350 MW p.a. equivalent of third generation electrode technology, delivered on time and within budget. The Company has also advanced its global partnership strategy, particularly with Thermax in India and ANDRITZ in Europe. These developments contribute to a more strategic long term commercial platform. Throughout the year, we maintained strong HSE performance and disciplined project delivery, underscoring our commitment to safety, quality, and long-term value creation.
Strategic Investments
In 2025, HydrogenPro received a strategic NOK 140 million in equity investments from ANDRITZ, Mitsubishi Corporation, and LONGi Hydrogen, strengthening our liquidity position and supporting continued execution of our technology and scaling initiatives. Together, these investments demonstrate sustained confidence in HydrogenPro’s technology platform and deepen our collaboration Board of Director’s Report with leading global partners on technology development, localization opportunities, and large-scale commercial projects.
Partnerships
In 2025, HydrogenPro significantly expanded its global partnership network, strengthening our market reach and positioning in key growth regions. A major milestone was the establishment of a strategic technology licensing and stack-supply partnership with Thermax in India, granting Thermax exclusive rights to deliver, install, commission, and service alkaline electrolyser systems based on HydrogenPro technology. This partnership provides HydrogenPro with a strong entry point one of the world’s fastest-growing hydrogen markets. Through a comprehensive technology transfer, Thermax will engineer and manufacture key systems and balance of plant components of the electrolyser for integration with stacks. Thermax and HydrogenPro are well positioned to jointly develop advanced solutions to meet evolving market needs. As an initial step, a state-of-the-art short stack test station will be established at Thermax’s facility in Pune. In the Middle East, HydrogenPro worked with local industrial stakeholders, supporting project development and positioning our technology for large-scale deployment in a rapidly expanding hydrogen ecosystem. These activities reinforce our long-term ambition to serve major global hydrogen hubs with localized, cost-competitive solutions. Our partnership with LONGi Hydrogen advanced following the completion of its equity investment in July 2025, enabling cooperation on technology development, supply-chain optimization, and joint pursuit of large-scale commercial opportunities. Engagement with JHK continued to progress, targeting green hydrogen projects in the 5–50 MW segment and expanding our reach into mid-scale industrial applications. Collaboration with our long-standing partners ANDRITZ and Mitsubishi Heavy Industries Ltd./Mitsubishi Power Americas remained strong, supported by their equity injections settled in January 2025 and ongoing cooperation on technology development, localization initiatives, and commercial opportunities. Together with all partners, we continued preparations to ensure full compliance with European Hydrogen Bank funding requirements for eligible European projects, reinforcing our competitive position in the region.
Product Development
Research and development are the foundation to be a market leader with the overall best technology, bringing the levelized cost of hydrogen down. To reduce the production cost of hydrogen, increasing current efficiency across a wide load range is crucial for keeping the Specific Energy Consumption low at both high and low loads. Normally, efficiency drops at lower loads, while HydrogenPro’s patented new stack design reduces shunt currents and enables significantly higher efficiency from 30–120% load, which in turn reduces the Levelized Cost of Hydrogen (LCOH). In 2025, HydrogenPro’s development efforts focused primarily on improving energy efficiency and material efficiency in its electrolyzer systems. Energy consumption remains the most critical driver of lifecycle emissions for green hydrogen, and significant work has been dedicated to reducing cell voltage, enhancing electrode performance, optimizing stack design, and improving operating conditions—particularly under intermittent power supply. Material efficiency has been a second key priority, with targeted improvements in nickel-coated electrodes and reductions in overall weight across the electrolyser and gas separation systems. Achieving uniform electrode coating in Aarhus has been essential for improved performance and meeting customer requirements in demanding environments such as the Middle East and Asia operating with intermittent energy supply. Systematic work has continued to identify and define the factors that support long lifetime, stable performance, and low energy consumption. During 2025, HydrogenPro expanded its testing capacity, enabling faster iteration and validation of new designs. Full-scale testing in the first quarter confirmed measurable performance improvements, leading to new patent applications. Material optimization efforts have already reduced steel usage by double-digit percentage. These developments will continue through 2026 and 2027, with the ambition of integrating additional performance and material-efficiency improvements into future product generations.
Organizational Strength – Recruitment and Retention of Talent
Throughout 2025, the company continued to retain and selectively build on our core team. The Company also further embedded its company culture, fostering a lean, flexible, and motivated workforce where every employee contributes to our progress and performance. At the same time, HydrogenPro implemented a set of cost saving measures to ensure the organization remains aligned with market activity and long-term financial sustainability. These measures included significant workforce reductions across regions—most notably in China following the completion of project deliveries—along with reduced use of external consultants and temporary layoffs in line with lower activity levels.
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As a result, the workforce was reduced from 151 employees at year end 2024 to 87 at year end 2025, with the full cost effect materializing toward the end of the year.In 2025, the commercial team was strengthened with a new Chief Commercial Officer, adding further capacity and expertise to support our strategic ambitions and market execution. Together, our strengthened leadership and dedicated employees’ position HydrogenPro for continued progress in a rapidly evolving industry.
Project Updates
In 2025, HydrogenPro advanced key projects toward delivery and commissioning. The ACES Delta project is nearing completion, with start up planned for early 2026, while deliveries to the SALCOS $^{\circledR}$ project progressed steadily. The successful start-up of the electrode manufacturing line in Aarhus strengthened our ability to support large-scale projects. Project development activity increased across all regions, supported by growing traction through our partnerships in India and the Middle East. The overall pipeline remained robust, underpinned by continued investment in high-efficiency technology and sustainable, low-impact solutions.
QHSE Achievements
In 2024, HydrogenPro achieved 365 consecutive days without lost time injuries (LTI) across all entities and repeated this achievement in 2025. No cases of occupational ill-health were reported at the end of 2025. The company marked 756 days since the last LTI. QHSE is about building a sustainable, efficient, and responsible business. By prioritizing QHSE management at HydrogenPro, we can achieve long-term success and make a positive impact on our employees, customers, and the planet. HydrogenPro Norway and Tianjin are certified for ISO 9001, ISO 14001 and ISO 45001. In 2025 HydrogenPro Norway was recertified for all three ISO certificates.
In conclusion, through disciplined execution, strengthened partnerships, and continued innovation, HydrogenPro made meaningful progress in 2025 toward delivering efficient, scalable, and sustainable hydrogen solutions. Our achievements reflect the dedication of our people and the trust placed in us by our partners. As we move into 2026, we remain committed to advancing technology leadership, supporting global decarbonization, and creating lasting value for all stakeholders.
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Financials
In accordance with the provisions of the Norwegian Accounting Act, the Board of Directors confirms that the accounts have been prepared on a going concern basis and that the going concern assumption applies. Pursuant to Section 3-9 of the Norwegian Accounting Act, HydrogenPro prepares consolidated annual accounts in accordance with IFRS $^{\circledR}$ Accounting Standards as adopted by the EU. The statutory accounts of HydrogenPro ASA have been prepared in accordance with the Norwegian regulations concerning annual accounts.
Income statement
HydrogenPro generated revenues of NOK 87 million in 2025 (NOK 196 million in 2024). The revenues are mainly driven by delivery on the purchase order from ANDRITZ for the SALCOS $^{\circledR}$ project and delivery of ongoing site services and spare stacks to the ACES project. Direct materials amounted to NOK 61 million (NOK 147 million in 2024), mainly related to purchase orders from ANDRITZ and additional costs related to delivery on the ACES project in Utah, USA. Personnel expenses reduced from NOK 144 million in 2024 to 137 million in 2025. The reduction is primarily driven by lower market activity and the Company’s implementation of cost-saving measures across all regions. These measures include significant downsizing in both Europe and China, reduced use of external consultants, and temporary layoffs aligned with the lower activity level. The savings materialize gradually throughout 2025, with the full effect visible toward year end. At the end of 2025, HydrogenPro’s workforce had been reduced from 151 employees at year-end 2024 to 87, with the largest reduction in China following the completion of project deliveries. The number of employees in China decreased from 94 to 28 over the same period. Other operating expenses amounted to NOK 81 million, down from NOK 109 million in 2024, as a result of the cost saving measures and reduction in project delivery activity compared to the previous year. Depreciation & amortization expenses of NOK 22 million (NOK 23 million in 2024). Operating profit was NOK -215 million in 2025 vs. NOK -227 million in 2024.
Net financial items
Net financial loss amounted to NOK 40 million (2024: net financial gain of NOK 27 million), consisting of financial income of NOK 3 million (2024: NOK 31 million) and financial expenses of NOK 43 million (2024: NOK 4 million). The net financial expense is mainly driven by a fair value adjustment of financial instruments of NOK 18 million related to the investment in DG Fuel (refer to note 3.4 of the financial statements for more details). Financial expenses are also impacted by foreign currency losses in 2025 (compared to gains in 2024), mainly due to the relative weakening of USD and EUR against NOK in 2025 compared to 2024. Tax on ordinary result was an income of NOK 16 million (NOK 0 million in 2024) and is mainly from tax credit scheme in Denmark. Net loss for the year ended at NOK -240 million (NOK –200 million in 2024) and will be transferred to other equity.
Total assets as of 31 December 2025 were NOK 367 million, where of NOK 173 million in current assets (NOK 102 million in cash and deposits, NOK 48 million in total debtors, NOK 21 million in inventories and NOK 3 million in Non-current assets held for sale) and NOK 193 million in non-current assets, whereof NOK 48 million in intangible assets, NOK 116 million in tangible assets and NOK 30 million in financial investments assets. The development in property, plant and equipment are mainly driven by
| Income statement | NOK million | |
|---|---|---|
| 2025 | 2024 | |
| Revenue from contracts with customers | 87 | 196 |
| Direct materials | 61 | 147 |
| GROSS PROFIT | 25 | 49 |
| GROSS PROFIT MARGIN | 29% | 25% |
| Personnel expenses | 137 | 144 |
| Other operating expenses | 81 | 109 |
| EBITDA | -193 | -204 |
| Depreciation and amortization expenses | 22 | 23 |
| EBIT | -215 | -227 |
| Net financial income and expenses | 40 | -27 |
| Profit/(loss) before income tax | -255 | -200 |
| Income tax expense(-)/income (+) | 16 | - |
| PROFIT/(LOSS) | -240 | -200 |
| Net financial items | NOK million | |
|---|---|---|
| 2025 | 2024 | |
| Fair value adjustment of financial instruments | -18 | - |
| Interest gain/-expense | 3 | 4 |
| Net foreign exchange gain/-expense | -21 | 26 |
| Impairment of financial assets | -3 | -2 |
| Other finance income/-expense | -1 | -1 |
| Net financial items | -40 | 27 |
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| Balance sheet | NOK million | |
|---|---|---|
| ASSETS | 2025 | 2024 |
| Intangible assets | 48 | 56 |
| Property, plant and equipment | 116 | 89 |
| Financial fixed assets | 30 | 55 |
| Total Fixed Assets | 193 | 200 |
| Current operating assets | 71 | 190 |
| Cash and deposits | 102 | 191 |
| Total Current Assets | 173 | 382 |
| Total Assets | 367 | 582 |
| EQUITY AND LIABILITIES | ||
| Total equity | 247 | 348 |
| Total long-term liabilities | 21 | 22 |
| Total short-term liabilities | 99 | 211 |
| Total liabilities | 120 | 233 |
| Total equity and liabilities | 367 | 582 |
investments in a new advanced electrode production line incurred as part of the expansion of the manufacturing capacity in Aarhus, Denmark. See notes 3.1 and 3.2 in the consolidated financial statement.
Total equity amounted to NOK 247 million and total liabilities of NOK 120 million, whereof NOK 99 million in short-term liabilities and NOK 21 million in long-term liabilities/provisions. The equity ratio as of 31 December 2025 was 67.3% (59.9% in 2024)
Cash flow statement
Net cash flow from operating activities was NOK -188 million, compared to NOK -22 million in 2024. The decrease is mainly due to a combination of negative EBITDA and lower movements in working capital. Net cash flow from investing activities in 2025 of NOK -35 million which is mainly related to investment in the expansion of the manufacturing capacity in Aarhus, Denmark. The corresponding amount for 2024 was NOK -25, which was mainly related to the same investment. For more details on investments, refer to note 3.1 , and 3.2 in the financial statements. Net cash flows from financing activities were NOK 134 million in 2025 (NOK 78 million in 2024), whereof NOK 140 million (NOK 84 million in 2024) was related to the issue of new capital.
| Cash flow statement | NOK million | |
|---|---|---|
| 2025 | 2024 | |
| Cash balance start of period | 191 | 161 |
| Net cash flow from operating activities | -188 | -22 |
| Net cash flow from investing activities | -35 | -25 |
| Net cash flow from financing activities | 134 | 78 |
| Total changes in cash | -89 | 31 |
| Cash balance end of period | 102 | 191 |
Workforce Overview and Health & Safety Results
| 2025 | 2024 | |
|---|---|---|
| Number of employees (year-end) | 87 | 151 |
| Short leave/overall leave is less than country average of our locations (annually) | ||
| Norway | 1.8% | 2.3% |
| Denmark | 1.1% | 1.7% |
| Germany | 5.8% | 3.0% |
| Tianjin, China | 2.3% | 3.3% |
| Shanghai, China | 0.1% | 0.1% |
| Zero accidents and work-related ill health (annually) | ||
| Norway | 0 | 0 |
| Denmark | 0 | 0 |
| Germany | 0 | 0 |
| Tianjin, China | 0 | 0 |
| Shanghai, China | 0 | 0 |
| Annual training | ||
| TQM | 100% | 100% |
| First aid | 100% | 100% |
| Information Security Awareness | 85% | 100% |
| Ethics in HydrogenPro | 91% | 100% |
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guarantees and bankability assessments can be challenging for a fast growing company with a comparatively smaller financial base. These expectations have become more pronounced as competitors increasingly form part of larger corporate groups with access to broader financing structures. The Company therefore strategically directs more of its pipeline through partner channels that enhance bankability, broaden the delivery scope, and provide local presence and service. There is a general risk of not meeting performance guarantees, delivery timelines, or quality requirements. Tougher contractual requirements across the industry increase the risk of accepting obligations that exceed internal capacity. Failure to meet contractual terms may result in financial compensation, reputational damage, and loss of market position.# Risk Management
To mitigate this, the Company has established clear limits on acceptable commitments through its Business Norms, and the use of partners between the Company and the end customer further reduces exposure. The green hydrogen market remains immature, and there is continued risk that planned projects may be delayed or cancelled. Such developments may reduce expected revenues and affect Company valuation. While new opportunities continue to emerge, providing a degree of pipeline stability, the timing and probability of project realization remain uncertain. The Company therefore places strong emphasis on rigorous project screening and close monitoring of project development to ensure sufficient robustness in the pipeline. The Company faces external risks, including potential reductions in government support for green hydrogen—such as changes to the US IRA—and shifting political sentiment in several markets, although the EU continues to advance industrial support and emissions regulation. In addition, rising global trade tensions create uncertainty around future market access and cost structures. To mitigate these risks, HydrogenPro is strengthening engagement with key industry bodies, including Hydrogen Europe and the Norwegian Hydrogen Forum, while continuing to localize component production and assembly in regions such as Europe and India to reduce exposure to geopolitical and trade-related disruptions.
Financial risk
The Group is exposed to several financial risks arising from its operations, including market, credit, and liquidity risk. Its overarching objective is to maintain sufficient liquidity at all times to meet obligations as they fall due. Risk management is overseen by the CEO, CFO, and operational leadership in close coordination with the Board, with policies reviewed regularly to reflect changes in market conditions and business activities. The Group has no external bank borrowings and is therefore not subject to financial covenants. Capital management focuses on maximizing shareholder value while ensuring the Group’s ability to sustain operations. The Group seeks to maintain a capital structure that balances financial flexibility with prevailing market conditions and continuously evaluates its financial position and medium-term outlook to support strategic and operational needs. The Group’s key financial risks include credit risk, liquidity risk, and market risk. Credit risk is considered limited due to a customer base largely composed of large industrial companies. Liquidity risk is managed through prudent cash management, regular short and long term liquidity forecasting, and close monitoring of all financial liabilities, including lease obligations. This also includes active management of working capital, careful prioritization of investments in line with our strategic roadmap and maintaining sufficient financial flexibility to support ongoing projects and future growth. Market risk primarily relates to foreign exchange exposure and raw material price fluctuations for commodities such as steel and nickel. While the Group has not yet implemented financial hedging instruments, it mitigates these risks through close monitoring, supplier agreements, and ongoing assessment of appropriate risk management measures. The Group’s Finance function is led by the Chief Financial Officer (“CFO”), based in Norway. The CFO reports directly to the CEO and works closely with the Audit & Risk Committee, which was established in autumn 2022 under a mandate from the Board of Directors. The Audit & Risk Committee report to the Board of Directors.
Technology Risk
The Company’s main technology risks risk profile at the time of reporting. The work completed during the year has established a more structured and transparent ERM foundation. In the coming period, the Company will continue to mature its ERM processes, strengthen the link between enterprise risks and strategic priorities, and ensure consistent implementation and monitoring of mitigation actions. HydrogenPro remains committed to maintaining sound risk management practices that support informed decision making and sustainable long term performance. Below follows a description of the Company’s main risks and uncertainties.
Strategy and business risk
Competition intensified as more suppliers entered the market and existing players strengthened their presence. Price pressure increased, driven by supplier overcapacity, delayed or cancelled project FIDs, and OEMs partnering with EPCs and local manufacturers, particularly in Europe. To remain competitive, the Company must meet increasingly stringent expectations related to pricing, contract terms, financial robustness, and technological performance. In response, the Company is focusing on identifying and establishing regional partners to compete as a local system supplier and on developing cost efficient structures for work split and localization of relevant scope. Customer counterparts—often large multinational organizations—place high demands on governance, compliance, and financial strength. Requirements such as
The company recognizes the importance of sound risk management processes underpinning strategy-setting and business decisions. HydrogenPro continued to strengthen its risk management capabilities in 2025, building on the foundation established through the 2024 enterprise-wide risk identification and evaluation exercise. The Company’s ambition for 2025 was to move from a primarily topdown risk overview toward a more structured, repeatable Enterprise Risk Management (ERM) process aligned with recognized bestpractice frameworks. Throughout 2025, Management and the Audit and Risk Committee (ARC) worked closely to define, design, and implement a more systematic approach to risk management. The Company’s efforts focused on establishing clarity around ERM objectives, improving documentation quality, and ensuring that risk insights increasingly inform strategic and operational decision making. As HydrogenPro continues to mature and operate in an increasingly complex global environment, the Company’s risk landscape remains dynamic. Geopolitical developments, supply chain uncertainties, and evolving regulatory expectations continue to influence the Company’s risk exposure. While the Company works proactively to identify and mitigate risks, residual exposures may remain, and new risks may emerge as the business develops. The risk assessments presented reflect the Company’s understanding of its 19 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT relate to noncompetitive performance of our equipment, limited access to long-term performance data, and constrained resources for short-term testing. These risks are further influenced by the continued need for focused R&D activities and product development to validate design improvements, strengthen performance, and ensure competitiveness as the market evolves. Until long-term data is confirmed at customers’ sites, our assessments rely on performance estimates and disciplined management of technical uncertainties. Building customer confidence continues to depend on competitive performance, timely delivery, strong support during validation phases, and clear communication of R&D progress and development milestones.
Operational risk
The Company is exposed to potential disruptions in its supply chain, especially given its reliance on suppliers in China. To mitigate these risks, the company is actively implementing measures, including optimizing its manufacturing footprint in collaboration with Longi Hydrogen in China. The Company also is exposed to IT and technology risks, particularly the potential loss or leakage of sensitive intellectual property. Contributing factors include unclear information handling rules and the strategic importance of proprietary knowhow. To address this, HydrogenPro is strengthening its patent strategy, tightening controls on classified information, enhancing IT security measures, and increasing employee awareness through targeted training, including phishing and cybersecurity modules.
Shares and dividend
HydrogenPro is listed on Oslo Stock Exchange under the ticker “HYPRO “. As of 31 December 2025, the number of shares outstanding was 95 524 889 each with a par value of NOK 0.02/share. All shares are of the same class and with equal voting and dividend rights. The market capitalization as of year-end 2025 was NOK 140 million vs NOK 356 million as of year-end 2024. Given the Company’s stage of development and strategic ambitions, the Board of Directors does not recommend a dividend for the year 2025.
Directors’ and Officers’ Liability Insurance
The Company maintains a Directors and Officers Liability Insurance on behalf of the members of the Board of Directors and CEO. The insurance additionally covers any employee acting in a managerial capacity and includes subsidiaries owned with more than 50%. The insurance is worldwide. The purpose is to prevent employees and board members of HydrogenPro ASA (incl. subsidiaries) from being held personally responsible for decisions made by the company.
Sustainability
The Board is responsible for the Company’s sustainability strategy and reporting, while the day-to-day responsibility for managing impacts like financial, environmental and social, is delegated to the Executive Management. The Board is regularly informed about the progress in implementing HydrogenPro’s sustainability strategy. Further, the Board is responsible for reviewing and approving the sustainability report. Our sustainability efforts and corporate social responsibility work are thoroughly described in this report. We elaborate on our impact on the environment and social factors, and topics such as work environment (including work related injuries and sick leave), non-discrimination (including diversity and inclusion), and human rights are covered.Anti-bribery and corruption in the supply chain is described, as well as our internal work on ethical business conduct. The Company reports annually in accordance with the Transparency Act, and an updated report will be published on the Company’s web site during the first half of 2026. In the reporting year, HydrogenPro has remained committed to its Environmental, Social and Governance (ESG) principles, continuously adapting its priorities to align with evolving partnerships and business operations. Building on the progress achieved in 2024, we have further strengthened the Company’s social sustainability initiatives and governance practices.
ESG risk
The Company is exposed to environmental, social, and governance (ESG) expectations that may result in increased costs or reputational risk if not adequately addressed. Ensuring compliance and responsible behavior from the end-to-end supply chain is a significant undertaking which creates a risk of compliance with the Norwegian Transparency Act. To reduce this risk, the Company has implemented a program of third-party supplier audits to gain assurance on the operations and processes undertaken by its suppliers. The Company publishes its Transparency Act Report within 30 June each year. In accordance with applicable laws and regulations, efforts are made to cease actual and potential adverse impacts on human rights and decent working conditions in the supply chain. Further ESG-associated risks are set out in the report which is available on the Company’s website.
People risk
As the company matures and works to meet the expectations of a publicly traded company, there is persistent pressure on staff and leadership. The company is actively working to improve the work environment and has seen significant improvements in reducing unwanted turnover.
Health, environmental and safety risk
The Company manages health, safety, and environmental risks across its facilities in China, Denmark, and Norway, resulting in significant improvements in work-related incidents and overall risk reduction. The Company holds the relevant ISO certifications, reflecting its commitment to high operational standards. Ongoing improvements include strengthened safety training, daily hazard identification, implementation of the Golden Rules of Safety, and regular HSE moments incorporated into town hall meetings.
Climate risk
The Board of Directors considers ESG risks as a part of the risk management process, with a particular focus on climate risk and opportunities.
Physical risk and water access
Physical risks involve risks caused by climate change. This will include risks to facilities and infrastructure, impact on operations, water and raw material availability and supply chain disruptions. HydrogenPro is exposed to different types of physical climate risks. In the short-term, we see water availability being the greatest physical climate risk to our operations. Green hydrogen production needs water, both as an input factor in the production and as cooling agent to reduce the electrolyzer temperature during production. In areas where water is a scarce resource following climate changes, this may reduce the attractiveness of our products as water may be reserved for other purposes. Water consumption from production of hydrogen is the same, independent of electrolysis manufacturer, as it takes one water molecule ($\text{H}_2\text{O}$) to produce one hydrogen gas molecule ($\text{H}_2$). However, the need for cooling water differs between the different electrolyzers in the market. We aim to reduce the need for cooling water in our electrolyzer by developing 3rd generation electrodes technology, where the cooling water need is significantly reduced due to higher energy efficiency and lower power consumption. On the longer horizon, HydrogenPro’s facilities could be at risk for extreme weather events because of climate change. All our facilities are located in established industry parks with flood and fire protection, etc. We take this risk into consideration when deciding on establishing new offices and manufacturing facilities.
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Transition risk
Transition risks typically refer to risks associated with transition to a low carbon economy. This transition can entail extensive policy, legal, technology and market changes to address mitigation and adaptation requirements related to climate changes that might impact our ability to do business. HydrogenPro is exposed to several types of transition risks in the short-, medium- and long-term. In the short-term, we are facing the risk of moving too fast or too slow to meet customer demands and potentially becoming an early mover with no customers, or a follower that is too slow to catch up. This risk is a result of the rapid and unclear development of the green hydrogen space, where customer demand and competition composition evolve continuously. The regulatory landscape and incentive programs in Europe and the US are to a large extent driving the evolution of the new hydrogen economy. Our response to this is to follow the market closely and seek to maintain a flexible cost structure while at the same time optimize our supply chain set-up. On a medium-term outlook, HydrogenPro is exposed to the risk that green hydrogen’s importance in a low-carbon society could change significantly, and by that, the customer demand for electrolyzers could fall. This could follow from technological breakthroughs for other low-carbon hydrogen solutions, such as blue hydrogen using carbon capture and storage, or alternatives to hydrogen, such as batteries for deep-sea shipping and long-haul transportation. This is not something HydrogenPro works to mitigate, as these technologies would be important steps to mitigate climate change and reach the 2050 net zero targets. Instead, we aim to diversify our customer base to reduce the potential impact of such technological breakthroughs by being a relevant supplier for several types of end- users. As an example, our high-pressure alkaline electrolyzers are a perfect fit for clean energy storage, where excess renewable energy is captured when it is most abundant and stored as hydrogen. As the world depends on renewable energy to reach the Paris agreement, we believe this is a market where green hydrogen will be of high importance. A final transition risk that has become of higher relevance lately is the risk of reduced development of renewable energy due to environmental considerations besides climate change. This could result in less hydropower to preserve rivers or fewer wind farms to preserve land and biodiversity. Social considerations can also play an important role, as seen in cases where renewable energy infrastructure has been constructed in areas belonging to indigenous communities, threatening in that way their right to practice their culture. HydrogenPro does not develop renewable energy, our customers are dependent on renewable energy as a critical input factor to produce green hydrogen. Therefore, we consider this a risk to our business model. Mitigating efforts are hard to implement. However, we recognize that we are part of an industry quickly evolving, and that we need to collaborate closely with partners and industry peers to ensure that environmental and social considerations are taken into the equation. We will strive to find the most sustainable solutions both for today and the years to come for development of new renewable power production.
Going Concern
The Board of Directors has assessed the Group’s ability to continue as a going concern, taking into account financial and operational information available as of February 2026. The updated five quarter rolling forecast indicates that the Group has sufficient liquidity beyond the forecast period, provided that planned operational and financial measures are executed in a timely manner. The Group’s commercial position has been strengthened through EPC/system-integrator partnerships and a targeted pipeline with high-probability 2026 FID opportunities. Based on this assessment, the Board of Directors is of the opinion that the Group has adequate resources to continue its operations for at least 12 months from the reporting date, and the consolidated financial statements have therefore been prepared on a going concern basis. However, the Board notes that the Group remains exposed to uncertainties related to market conditions, customer investment decisions, and the timing of contract awards. These factors could affect future cash flows and create material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern. The Board’s assessment is based on the best information available at the time of approval of the financial statements.
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Outlook
With a more robust pipeline of potential projects emerging in the coming years, HydrogenPro maintains a positive outlook as a leading supplier of large-scale hydrogen plants. The company continues to invest in improved technology to ensure strong performance and long-term competitiveness. The hydrogen market is becoming more stable as global rules and support schemes fall into place. While some projects are moving forward more selectively, momentum is building in regions where policy clarity and infrastructure planning are now well established. Europe is progressing quickly with its new hydrogen regulations, and the U.S. has finalized key tax rules that give developers and investors clearer guidance. Even with some timing adjustments, the long-term outlook for green hydrogen remains encouraging. More large projects are moving toward investment decisions as confidence grows and early operational sites demonstrate real-world results.# Funding challenges and shifting incentive programs still influence timelines, but the overall pipeline is strengthening.
HydrogenPro is well-positioned to benefit from these trends through its proven delivery record, strong partnerships, and disciplined operating model. Key developments include:
HydrogenPro continues to be a trusted supplier for major hydrogen initiatives, with the ACES Delta project nearing completion and the SALCOS ® installation progressing in Europe. These projects highlight the company’s ability to deliver at scale and provide valuable operational references. The company is advancing its next generation of electrolyzer technology, focusing on improved efficiency and long-term performance. Internal capabilities in key production steps support better control, reliability, and cost competitiveness. Several customer projects are moving through important stages, increasing the likelihood of investment approvals. While some may adjust scope due to financial constraints, HydrogenPro remains focused on securing firm orders to support growth and cash flow stability.
HydrogenPro’s partnerships across Europe, the U.S., and Asia—along with its collaboration with Thermax in India— strengthen its position in regions where demand is rising. India and the Middle East are emerging as important growth markets, supported by low-cost renewable energy and ambitious national plans. European regulatory requirements, including those linked to the EU Hydrogen Bank, continue to influence investment decisions. HydrogenPro’s supply chain setup, with key production steps in Denmark and Germany, supports compli- ance with these rules while maintaining flexibility and competitiveness. At the same time, rising trade barriers in some regions may increase costs and slow project development. HydrogenPro continues to emphasize efficiency, cost improvements, and practical solutions to support the broader energy transition. While market conditions continue to evolve, HydrogenPro is well-positioned to navigate changes, strengthen its technology offering, and support the long- term growth of the global green hydrogen sector.
Geopolitical Developments
During the period, global geopolitical risk has increased, driven in particular by the continued war in Ukraine and the recent outbreak of conflict in the Middle East. While these developments contribute to a more unpredictable macro environment and may influence investment decisions across the energy sector, the Board notes that HydrogenPro’s project pipeline remains attractive and is not materially exposed to the Middle East. Several projects in the pipeline are advancing toward final investment deci- sions, reflecting sustained interest in green hydrogen solutions despite broader market uncertainties. The company’s strategic focus on partnerships, techno- logy development, and prudent cost management has strengthened its position in the market. The Board remains confident that HydrogenPro is well equipped to navigate elevated geopolitical tension and to pursue long term growth opportunities aligned with the global energy transition.
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Implementation and reporting on corporate governance
HydrogenPro and its subsidiaries (the “Company” or “HydrogenPro”) aim to become the preferred supplier of high-pressure alkaline electrolyzer technologies & solutions that meet the highest standards for safety, reliability, and long service life. HydrogenPro is committed to high standards relating to working environment and personnel welfare, environmental impact, and business practices. We endeavor to comply with principles of corporate responsibility in our daily operations that demonstrate integrity and transparency.
HydrogenPro reports and has policy commitments for a responsible business conduct in accordance with the Norwegian Accounting Act §§ 2-3 – 2-92-9 as applicable, OECD guidelines for Multinational Enterprises, sustainability, human rights, employee rights and social matters including prevention of corruption, labor violations, harassment, and discrimination.
The Corporate Governance addresses the framework of guidelines and principles regulating the interaction between the Company’s shareholders, the Board of Directors (the “Board”), the Chief Executive Officer (the “CEO”) and the Company’s executive management team. As a listed Company, HydrogenPro will comply with all applicable laws and regulations including the Norwegian Securities Trading Act, the Market Abuse Regulation (MAR), the Continuing obligations for companies listed on Oslo Stock Exchange, and the Norwegian Public Limited Liability Companies Act. The Company is working closely with suppliers to ensure the same integrity, transparency and compliance as expected of HydrogenPro.
HydrogenPro’s Board and executive management is committed to follow the recommendation for corporate governance issued by the Norwegian Corporate Governance Board (“NUES”) and will provide explanations of any non-compliance with the guideline. The corporate governance document for HydrogenPro covers all sections of NUES and is available in the Annual report and on the Company website www. hydrogenpro. com. For the reporting period of 2025, HydrogenPro provides an integrated financial and sustainability report addressing topics according to the Global Reporting Initiative (”GRI”) core standards.
The business.
HydrogenPro was established in 2013 with a mission to design and deliver green hydrogen technology solutions in collaboration with global partners and suppliers. The Company’s core product is high-pressure alkaline electrolyzers and associated gas separation skid, including one of the most advanced technologies in the industry. HydrogenPro employed 87 highly skilled and experienced people at year-end 2025, including key personnel with leading global hydrogen expertise. The Company is currently present in Denmark, Germany, and China with operations that include R&D, sales offices and production, and aims to grow the global presence further in the years to come. Headquarters and test facility are located at Herøya, Norway. In 2020, HydrogenPro was listed on Euronext Growth, and in October 2022, the Company was uplisted to the main list of the Oslo Stock Exchange. With a technology that is easy to scale depending on the input energy from renewables, HydrogenPro’s large-scale electrolyzers and cost-effective technology have the potential to both enable and strengthen other segments in the energy transition, whether it be wind, solar and other renewable power sources. Through its unique properties as an energy carrier, hydrogen will be key in facilitating the green energy transition.
Equity and dividends
The Board aims to ensure that the Company has a capital structure that is appropriate for the Company’s objective, strategy, and risk profile, to ensure an appropriate balance between equity and other sources of financing, where relevant. The Board will continuously assess the Company’s capital requirements related to the Company’s objective, strategy, and risk profile. The Company is committed to creating long-term value for its shareholders. The Company intends to retain future earnings and cash to finance future growth, and therefore does not anticipate paying any cash dividends in the foreseeable future. The background for any proposal to the general meeting to approve the distribution of dividends will be explained. General authorisations for the Board to increase the share capital and buy own shares will normally be restricted to defined purposes and will, in general, be limited in time to no later than the date of the next annual general meeting of the Company.
Equal treatment of shareholders
HydrogenPro treats its shareholders and potential investors equally. HydrogenPro has implemented a process for handling sensitive information to ensure that the Company, its employees, and representatives fulfil their obligations regarding the handling and publication of sensitive information. There is only one class of shares in the Company and all shares carry equal rights. All shareholders will be treated on an equal basis unless there is a just cause for treating them differently in accordance with applicable laws and regulations.
In the event of an increase in the share capital of the Company through the issuance of new shares, a decision to
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waive the existing shareholders’ pre- emptive rights to subscribe for shares will be justified. If the Board resolves to issue new shares and waives the pre-emptive rights of existing shareholders pursuant to a Board authorisation granted by the general meeting, the justification will be publicly disclosed in a stock exchange announcement issued in connection with the shares issue. The reasons for any deviation from equal treatment of all shareholders in capital transactions will be included in the stock exchange announcement made in connection with the transaction. Any transactions carried out by the Company in the Company’s own shares will be carried out through Oslo Stock Exchange and in any case at prevailing stock exchange prices. In the event that there is limited liquidity in the Company’s shares, the Company will consider other ways to ensure equal treatment of shareholders. Any transactions in own shares will be evaluated in relation to the rules on the duty of disclosure as well as in relation to the prohibition against illegal insider trading and market manipulation, the requirement for equal treatment of all shareholders, and the prohibition of unreasonable business methods.
Shares and negotiability
All shares in HydrogenPro carry one vote and are freely transferable. The Company will not limit any party’s ability to own, trade or vote for shares in the Company.The Company will provide an account of any restrictions on owning, trading, or voting for shares in the Company.
General Meetings
All shareholders have the right to participate in the general meetings of the Company, which exercise the highest authority of the Company. The annual general meeting will normally be held before 30 June each year. The general meeting shall handle the matters set out in the Norwegian Public Limited Liability Companies Act, in addition to those laid down in the Company’s articles of association, including, among others: approval of annual accounts and annual report, distribution of dividends, if applicable, amendments of the articles of association, share issues, election of auditor and board members and board remuneration. The full notice for general meetings shall be sent to shareholders no later than 21 calendar days prior to the meeting. The notices for such meetings shall include documents providing the shareholders with comprehensive, specific, and sufficient details for the shareholders to form a view of all the cases to be considered as well as all relevant information regarding procedures of attendance and voting. The notice and the documents may be sent to or made available to the shareholders through electronic communication and any deadline for shareholders’ notice of their intention to attend the meeting shall be set as close to the date of the meeting as possible. The Board shall ensure that the Chair of the Board and the Chair of the nomination committee attend the general meetings. The general meeting will normally be chaired by an independent third-party. The Company’s auditor will normally also be present. Notices for general meetings shall provide information on the procedures to be observed by shareholders in order to participate in and vote at the general meeting. The notices will also set out: (i) the procedure for representation at the meeting through a proxy, including a form to appoint a proxy, and (ii) the right for shareholders to propose resolutions in respect of matters to be dealt with by the general meeting. Shareholders shall have the right to attend by electronic means unless the Board has sufficient cause to refuse electronic participation. In addition, the shareholders have the right to vote during a specific period in advance of the general meeting to the extent allowed in the Company’s article of association. Shareholders in the Company will be able to vote on each individual matter and normally on each individual candidate nominated for election. Shareholders who cannot attend the meeting will be given the opportunity to vote. The Company will design the form for the appointment of a proxy to make voting on each individual matter possible and will nominate a person who can act as a proxy for shareholders.
Nomination Committee
The Company has a nomination committee. The general meeting shall stipulate guidelines for the duties of the nomination committee, elect the chairperson and members of the nomination committee, and determine the committee’s remuneration. The members of the nomination committee shall be elected to consider the interests of shareholders in general, and the majority of the nomination committee members shall be independent of the Board and the executive management team. Members of the Board and the executive management team shall not be members of the nomination committee. Instructions for the nomination committee shall be approved by the Company’s general meeting. The nomination committee’s duties shall be to propose candidates for election to the Board and the nomination committee. The nomination committee shall have contact with the shareholders, the Board, and the company’s executive personnel as part of its work on proposing candidates for election to the Board. Furthermore, the nomination committee shall justify separately why it is proposing each candidate. The Company shall provide information on the members of the committee and any deadline for proposing candidates. Information regarding the nomination committee is publicly available on HydrogenPro’s website
Board of Directors composition and independence
The board members, including the Chair of the Board, are elected by the General Meeting. The composition of the Board is structured to represent the interests of all shareholders, meet the Company’s need for expertise, capacity, balanced decision-making, diversity, and to navigate the Company in a sustainable manner. Pursuant to Article 5 of the Articles of Association, the Board of Directors shall consist of 3-7 members elected by the General Meeting. The current Board of Directors consists of five members: two women and three men. The Chair of the Board is female. All members are elected for a term of two years and may be re-elected. Board members are encouraged to own shares in HydrogenPro. According to the development and evolving nature of the Company, the Board intends to be an independent function of the Company. It is of utmost importance to the Board to be compliant with prevailing laws, regulatory frameworks, and legislations regarding transactions, impartiality, instructions, and the work of the Board. The Board functions as an effective collegiate body through frequent board meetings handling of relevant and strategically important matters. The Board operates independently of any special interests. An overview of the Board can be found on the Company’s website.
The work of the board of directors
The Board of Directors ensures that the Company’s business is properly organized with its purpose, values, objectives, strategies and policies developed and managed and that plans and budgets are prepared. The Board’s rules of procedure and board meeting agenda address any material interests pertaining to e.g. the Company’s financial position, business and asset management, accounts subject to controls, tax governance and sustainability topics including health and safety, quality, human rights, and environmental topics. This work includes management of material environmental topics, potential risks and opportunities and the Company's potential impact on the economy, environment, and social dimension. Evaluation and initiatives required to address the impact of material topics are delegated to the executive management at HydrogenPro, led by the CEO. The CEO, or any person in which the delegation is given, has the responsibility of reporting back to the Board in a timely and frequent manner, ensuring information, transparency, and management of the topic at the highest governmental level. The Board of Directors has issued instructions for its own work and for the executive management with emphasis on their responsibilities and duties. The instructions state how the Board and executive management should handle agreements with related parties, including whether an independent valuation must be obtained. In accordance with Norwegian law, the Board is responsible for among other things supervising the general and day-to-day management of the Company’s business. This includes ensuring proper organisation, preparing plans and budgets for its activities ensuring that the Company’s activities, accounts, and assets management are subject to adequate controls and investigations necessary to perform its duties. The Board is responsible for controlling and approving the financial and ESG reports. In the event of impartiality matters, especially considering the Chair of the Board, such matters are chaired by any other member of the Board. The Board evaluates its composition, collective knowledge, and Board work at least once per year. The evaluation may also cover the way in which the Board functions, at both individual and group level, in relation to the objectives that have been set for its work, including financial and non-financial matters like sustainability, diversity, human rights and environmental issues. Board matters for decision are informed about and handled in accordance with the Norwegian Private Limited Liability Companies Act and potential incapacity. When identifying a potential conflict of interest, the Board maps the extent and potential impact of the conflict of interest and implements measures to avoid this. In situations where the conflict of interest is resolved by a board member not participating in the consideration and decision that has an impact on his or her own part or related parties, this board member is excluded. Any transactions, agreements or arrangements between the Group and the Company’s shareholders, members of the Board, members of the executive management team or close associates of any such parties may only be entered into as part of the ordinary course of business and on arm’s length market terms. All such transactions shall, where relevant, comply with the procedures set out in the Norwegian Public Limited Liability Companies Act. The Board shall, if required, arrange for a valuation to be obtained from an independent third party for transactions with related parties. The Company’s financial statements shall provide further information about transactions with related parties in accordance with applicable accounting principles. The Company may engage in business activities with or in cooperation with its shareholders. Such activities shall be handled at Board level with a view to securing a foreseeable and consistent practice which prevents potential conflict of interest situations, arm’s-length treatment, and sound governance.Board members shall immediately notify the Board, and members of the executive management team shall immediately notify the CEO (who, where relevant, will notify the Board) if they have any material direct or indirect interest in any transaction entered by the Company.
Risk management and internal control
Risk management and internal controls are important to HydrogenPro and enables the Company to achieve its strategic objectives in a sustainable, safe, and quality-oriented manner. Risk management is an integral part of the Board’s and executive management’s decision-making processes, organizational structure, and internal procedures and systems. Risk management and internal control requirements are frequently, and at least annually, evaluated by the Board of Directors and the executive management, implementing risk-reducing initiatives and establishing appropriate procedures. HydrogenPro ASA, the Norwegian part of the company, has a management system, which includes routines, descriptions, and procedures which all employees have access to and are trained in. The same management system, ISO9001, has also been implemented at the Group’s manufacturing site in Tianjin, China. It is of strategic importance that employees or stakeholders in general report any non-compliance, critical concerns or grievances. All concerns reported are managed according to established routines, making sure the Board is involved accordingly. Health, safety and risk mitigation is a mandatory topic in board, management, and operational meetings with learning processes to increase knowledge and make revisions of existing procedures. In the situation of any negative impact, the Board is committed and responsible for cooperation in the process of remediation of the impact and addressing the grievances in an appropriate manner.
HydrogenPro’s regular business activities and operations entail exposure to various types of risks and actions to remedy the risks experienced. The Company intends to be compliant with applicable laws and regulations. The process of identifying, evaluating and implementing risk-reducing initiatives in relation to financials, tax, financial implications and other risks and opportunities due to climate change, health and safety, environmental issues, operations and suppliers assessed for risks related to corruption, child and forced labor, and the freedom of association and collective bargaining is open, transparent and regulated in the management system. The Board is responsible for monitoring the process and the management of the risks assessed. The Company also engages with external expertise to ensure tax compliance in the countries where it operates. The audit & risk committee supports the Board of Directors with quality assurance of guidelines, policies, and other governing instruments of the Company. This committee also supports the Board of Directors ensuring that the Company has sound management and control over financial reporting.
Remuneration of the board of directors and executive personnel
The remuneration of the members of the Board comprises a fixed annual amount which will be proposed by the Nomination Committee and be approved by the annual general meeting. HydrogenPro has a remuneration policy established in accordance with the Norwegian Public Limited Liability Companies Act (the “Companies Act”) Section 6-16a and related regulations for remuneration of executive management. The policy has been prepared by the Board of Directors of HydrogenPro. The principles in this policy apply for the executive management of the Group as defined in Section 6-16a of the Companies Act, as well as the members of the Board of Directors.
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The executive management currently consists of the CEO, CFO, CTO, CLO, CCO, COO, General Manager in Tianjin, and the CPCO of the Group. The Board has taken an active role in establishing, reviewing, and executing the guidelines in the Remuneration Policy. The Board shall prepare a proposal for guidelines for resolution by the general meeting at least every fourth year, and the general meeting shall decide on such proposals. Resolved guidelines may also be amended by way of resolutions of subsequent general meetings. The guidelines approved by the general meeting shall be published on the Company’s website.
The remuneration for the executive management consists of fixed salary, short-term variable performance-related salary, and a long-term retention scheme consisting of a share option programme awarded based on performance. Remuneration of executive management is a strategic tool for the Group to achieve its financial and operational goals while staying within its risk appetite to maximise shareholder value. The evaluation process covered by these guidelines relates to fixed cash salary, variable cash salary, benefits, and participation in the stock option incentive programme.
The Company has established a Remuneration Committee which shall be comprised of at least three directors. The quorum necessary for the transaction of business shall be three. The chair and the members of the Committee shall be appointed by the Company’s Board of Directors. The Committee shall review and recommend to the Board the remuneration policies/framework for the Group’s executive/senior management, as follows:
- Review and recommend for the Board’s approval the terms of employment contracts and other benefits/ compensation arrangements.
- Review and recommend for the Board’s approval the structure and terms of any executive/ senior management incentive programmes, including any performance-related bonus schemes, pension plans and share-incentive plans.
- Review and report to the Board on the performance of executive/senior management against the targets set by the Committee and/or the Board.
- Review and recommend for the Board’s approval each year whether bonuses or share awards are to be awarded to executive/senior management and, if so, the amount of such bonuses and share awards.
When preparing recommendations on benefits/compensation arrangements, the Committee shall take into account all factors which it deems necessary. The objective shall be to ensure that executive/ senior management are provided with appropriate incentives to encourage enhanced performance and are being rewarded in a fair and responsible manner for their individual contributions to the success of the Group. Further, due consideration shall be taken to the Group’s reputation. No director or manager shall be involved in any decisions as to their own remuneration. The Committee shall consider such other matters as may be requested by the Board.
Information and communications
HydrogenPro complies with applicable disclosure laws and practices, seeks transparency, and is committed to providing its shareholders with precise and relevant information to ensure that the Company’s share price reflects its true value and prospects. The Board of Directors has established guidelines for the Company’s reporting of legal, financial, environmental, social, and governance- related information based on transparency and the requirement for equal treatment of all participants in the securities market.
The Investor Relations (”IR”) activities are conducted by the IR team with delegated responsibility from the Board. The IR team includes the CEO and the CFO as well as other personnel appointed by the team. The IR team act as spokespersons on behalf of the Company. The Company has implemented a process for handling sensitive information to ensure that the Company, its employees, and representa- tives fulfil their obligations regarding the handling and publication of sensitive information. HydrogenPro’s financial calendar, press releases and stock exchange notices are published on Oslo Stock Exchange’s platform Newsweb and is made available on the Company website. The insider lists are maintained by the CFO or a person the CFO appoints.
Take overs
In a take-over process, should it occur, the Board and the executive management team each have an individual responsibility to ensure that the Company’s shareholders are treated equally and that there are no unnecessary interruptions to the Company’s business activities. The Board has a particular responsibility in ensuring to the extent possible that the shareholders have sufficient information and time to assess the offer. In the event of a take-over process, it shall be ensured that:
- the Board will not seek to hinder or obstruct any takeover bid for the Company’s operations or shares unless there are particular reasons for doing so.
- the Board will not undertake any actions intended to give shareholders or others an unreasonable advantage at the expense of other shareholders or the Company.
- the Board will not institute measures with the intention of protecting the personal interests of its members at the expense of the interests of the shareholders.
- the Board shall be aware of the particular duty it has for ensuring that the values and interests of the shareholders are protected.
In the event of a take-over bid, the Board will in addition to complying with relevant legislation and regulations seek to comply with the recommendations in NUES unless there are particular reasons not to. This includes obtaining a valuation from an independent expert. On this basis, the Board will seek to make a recommendation as to whether the shareholders should accept the bid. Any transaction that is in effect a disposal of the Company’s activities shall be decided by a general meeting.
Auditor
HydrogenPro’s auditor is PwC AS. The partners of PwC AS are members of The Norwegian Institute of Public Accountants (Nw.: “Den Norske Revisorforeningen”). The auditor provides a statement each year confirming its independence (see “Independent Auditor’s Report”).The fee payable to the auditor is specified in the notes on the financial statement. The sustainability report is not subject to assurance/audit for the reporting period of 2025. The auditor attends the ARC meetings and the Board meeting at which the annual financial statements are approved. The auditor presents an annual audit plan to the Audit and Risk Committee. The Board has adopted guidelines on the management’s use of the auditor for services other than auditing. The Board reviews the Company’s internal control procedures with the auditor at least once a year, including weaknesses identified by the auditor and proposals for improvement.
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Business and workplace ethics is the backbone of the company. To foster a cohesive business and social environment, two primary structures empower employees: the Total Quality Management (TQM) system and the employee handbook. The employee handbook is included in the TQM. Further, the TQM encompasses all policies, such as:
* Health & Safety Policy
* Quality Policy
* Environmental Policy
* Information Security Policy
* Anti-Corruption and Bribery Policy
* Code of Conduct
* Supplier Code of Conduct
* Whistleblowing Policy
The Company’s Code of Conduct describes our commitment to responsible business conduct and covers the following topics: Health & Safety, Anti- Corruption, Conflicts of interest, Anti Money Laundering, Fair Competition, Sanctions and Export Control, Human Rights, Diversity, Equal Opportunities and Inclusion, Environment, Property, Assets and IT systems, Confidential information, Alcohol and drug abuse, Information provided to media or other external parties. We believe that this is an important framework for a safe work environment. The company ensures that all employees have read, understood, and agreed to follow the Code of Conduct and this is part of the onboarding procedure as well as the mandatory training program.
Facilitating the raising of critical concerns is imperative to both a sound business system and a safe workplace. Critical concerns may be raised through various channels, and the Chair of the Board is the highest governance body to handle such concerns. This is covered in both the Code of Conduct and the Whistleblowing policy. Concerns may be raised anonymously through the whistleblowing channel available on the Company’s website. No such concerns were raised in 2025.
The Code of Conduct explicitly states that HydrogenPro is committed to respecting internationally recognized human rights in the Company’s operations as well as in the supply chain and other collaborating parties. HydrogenPro supports the following international policies and principles, which also form the basis for our Code of Conduct:
* The International Bill of Human Rights
* The United Nations Guiding Principles on Business and Human Rights
* The OECD Guidelines for Multinational Enterprises
* The core conventions of the International Labor Organization (ILO)
Some of HydrogenPro’s operations are in geographical areas that have traditionally had a higher risk of human and labor rights violations. To mitigate the increased risk of human and labor rights violations, additional attention will be paid to the due diligence assessment in these areas. In situations where the law or its implementation does not provide for adequate protection of human rights, HydrogenPro will adhere to the international policies and principles listed above, to ensure that fundamental human rights are protected.
All the above-mentioned policies are approved by either the CEO or the Board of Directors who in turn are the highest governing bodies of the company. All policies mentioned are included in our business operations, and hence all our business relationships, such as customers and vendors. The policies are communicated to all employees through department meetings, written internal communications (emails and Viva Engage posts) and training. The policies are also communicated in the onboarding process of new employees. Our processes to remediate negative impacts are described in each policy. No such cases are noted in 2025.
To ensure our Code of Conduct and Anti- Bribery and Corruption Policy are known and understood by all employees, a training program has been implemented globally for all English-speaking employees. This training consists of 11 digital learning modules and is implemented in Norway, Denmark, Germany, and China (office- based employees). The completion rate is tracked and followed up on. Further, our Code of Conduct and Supplier Code of Conduct were reviewed and a risk assessment in the supply chain completed. Also, our policy, board documents and governance in general were reviewed. An external third-party channel for whistle blowing was implemented in 2024. The corporate governance and governing documents are reviewed annually and revised if needed. To further strengthen the importance of our anti-bribery and anticorruption, a risk assessment of the supply chain was completed. We ensure implementation of our policy commitments Ethical Business Conduct throughout our business activities both internally (e.g. Code of Conduct and Anti- Bribery and Corruption Policy) as well as externally (e.g. Supplier Code of Conduct, supply chain risk assessments and standard terms & conditions).
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Board of Directors
Asta Ellingsen Stenhagen has served on HydrogenPro’s Board of Directors since May 2023 and has been Chair since April 2025. Stenhagen is a lawyer and board professional and brings over 20 years of experience as a general counsel from Morrow Batteries (battery manufacturer), TietoEvry (technology) and legal counsel of the Wilh. Wilhelmsen group (logistics, shipping and maritime service delivery). She has extensive experience in funding, stock market listings and business transfers, including leading a finance department through rightsizing processes. She has also held management responsibilities covering risk, compliance, quality and security. Stenhagen holds a law degree from the University of Oslo, with partial studies completed at the University of Aarhus. She is a Norwegian national, non executive, and currently holds board positions in three global technology companies and one scale up. She is independent of the Company’s executive management, main shareholders, and material business contacts.
Marianne Mithassel Aamodt has served on HydrogenPro’s Board of Directors since April 2024 and chaired the Audit Committee. She brings over 35 years of leadership experience from listed Norwegian industrial companies, Hydro and Aker Solutions. As Senior Vice President at Aker Solutions, Aamodt is leading global finance teams and oversees group financial- and ESG reporting, internal control, ensuring governance and compliance. Her career also includes operational roles as plant manager, and leader of major integration and change projects. Finance has remained her core competence throughout these positions. Aamodt also serves as board member of Aker Pensjonskasse and Aker Insurance. She holds a BSB and MBA from the University of Minnesota, USA. She is a Norwegian national and is independent of the Company’s executive management, main shareholders, and material business contacts.
Hallvard Hasselknippe has served on HydrogenPro’s Board of Directors since April 2025 and brings more than 35 years of experience from the oil and gas industry, at both executive and board level. He has significant M&A experience, including the merger between Technip and FMC, and has held executive management and Executive Committee roles at Technip and TechnipFMC. He is currently CEO of Rapid Oil Production Ltd. and has board experience from Seabed Separation AS, Genesis Plc, TIOS, Magma Plc, and FORSYS. He is also one of the founders of Subsea Contractors (GUE) under the Norwegian Shipowners’ Association. Hasselknippe has extensive international experience. He is a Norwegian national and is independent of the Company’s executive management, main shareholders, and material business contacts.
| Asta Ellingsen Stenhagen | Marianne Mithassel Aamodt | Hallvard Hasselknippe | Bjørn Hansen |
| Chair | Board Member | Board Member | Board Member |
Bjørn Hansen has served on HydrogenPro’s Board of Directors since April 2024. He is currently Vice President and Head of the Pulp & Paper Commercial Sales Department, a global function at Andritz AG within the company’s main business area of Pulp & Paper Technologies. Since 2002, Hansen has led the Pulp & Paper Commercial Sales Department, reporting directly to the Board of Directors of the Andritz Group. His responsibilities include overseeing global sales projects, managing large-scale contracts, and holding several other leadership and management roles within the company. Hansen holds a degree in Economics and Business Administration from the Norwegian School of Economics (NHH). He is independent of the Company’s executive management and material business contacts.
Haimeng Zhang was appointed to HydrogenPro’s Board of Directors in July 2025. He is Group Vice President, Chief Strategy and ESG Officer at LONGi Green Tech, a global leader in clean energy. Prior to joining LONGi, Zhang spent more than 19 years at McKinsey & Company, including seven years as a Senior Partner, leading engagements across multiple jurisdictions. Since 2004, he has been a leader in sustainability practices in Asia and China, advising public and private sector clients on sustainable and inclusive growth, strategy development, and business transformation. Zhang holds an MBA from the University of Chicago and a Bachelor of Economics from Shanghai Jiao Tong University. He is independent of the Company’s executive management and material business contacts.Haimeng Zhang Board Member 29 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Jarle Dragvik assumed the role of CEO in August 2023. Prior to this role, he served on the Board from September 2021 to May 2023 and also chaired the company’s Chinese operations for several years. Dragvik brings extensive experience from senior international management positions and board memberships in companies such as Norske Skog, Norsk Hydro, and Sapa AS. He has further demonstrated his global expertise through spending five years each in China, the USA, and Austria. Dragvik holds a master’s degree in management & marketing from BI Norwegian Business School and has completed several executive management programs, including the Orkla Top Management Program in Oslo/Shanghai, the IMD Global Strategy Execution Program in Lausanne, and the IFL Management Program in Stockholm.
Executive Management
| Title | Name |
|---|---|
| Chief Executive Officer | Jarle Dragvik |
| Chief Commercial Officer | Michael Caspersen |
| Chief Financial Officer | Martin Thanem Holtet |
| Chief Operations Officer | Jon Backer |
Martin Thanem Holtet joined HydrogenPro as CFO in March 2021. He joined the company from the position of Vice President, Head of Treasury and M&A at Hurtigruten. Prior to this, Holtet worked with strategy and M&A at Yara International and in Corporate Finance at Carnegie, gaining broad experience in financial management, transactions, and strategic development. Through these roles, he developed extensive expertise in capital markets, corporate strategy, financial structuring, and investor communication. Holtet has served more than five years with HydrogenPro, leading key fundraising initiatives, strategic M&A processes, and investments supporting the company’s growth and development. Holtet holds a Master of Science in Economics and Business Administration from the Norwegian School of Economics (NHH).
Michael Caspersen was appointed CCO of HydrogenPro in November 2025, joining the company from the role of Associate Director at Boston Consulting Group. His professional experience includes serving as Head of Energy & Infrastructure at KPMG Denmark and as Business Developer at Siemens Energy Management Denmark. He has held senior and specialist roles across consulting, energy, and industrial technology companies, as well as operational and project leadership positions. Earlier in his career, Caspersen worked as an R&D Engineer and PhD student in alkaline electrolysis at Siemens AG in Berlin. He holds a PhD in Materials Science and Surface Treatment from the Technical University of Denmark, a Master of Science in Materials Science from the Technical University of Denmark, and a Graduate Certificate in Business Administration from Copenhagen Business School.
Jon Backer joined HydrogenPro as COO in April 2024. He brings extensive experience from senior leadership and project management roles across the energy, industrial, and construction sectors. His background includes serving as Project Director at Nel Hydrogen Electrolyser AS; Project Manager and Head of Administration at Hæhre Entreprenør AS; Program Manager and Senior Project Manager at FMC Technologies; and Vice President of Projects at Aker Drilling Risers, Aker Solutions. He has also held roles as Project Manager at FMC Technologies and Director of Operations at Invitrogen Dynal AS. He holds a Master of Science in Engineering from the Norwegian Institute of Technology (NTNU), and an Executive MBA from the Norwegian School of Economics (NHH).
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| Title | Name |
|---|---|
| Chief Legal Officer | Tormod Kløve |
| Chief Technology Officer | Odd-Arne Lorentsen |
| General Manager, HydrogenPro Tianjin Co Ltd. and GM HydrogenPro | Jan-Henrik Kuhlefelt |
| Chief People & Culture Officer | Cathrin Bretzeg |
Tormod Kløve joined HydrogenPro as CLO in November 2022. He brings broad legal experience from both private practice and in-house roles, including positions as Senior Legal Counsel at PGS and Senior Lawyer at the law firm Wikborg Rein. Kløve also has extensive international experience, having worked across multiple jurisdictions, including three years in Japan. Earlier in his career, he served as a Deputy Judge at district court level in Norway and as a Junior Research Fellow at the University of Oslo. He holds a Master of Laws degree from the University of Oslo, Norway.
Cathrin Bretzeg joined HydrogenPro in June 2023, bringing with her extensive experience from senior leadership roles within people, communications, and sustainability across the energy and technology sectors. She is an experienced executive and previously held the position as People, Communications, and Sustainability at Glitre Nett, following her role as Executive Vice President HR, Communications, and Sustainability at Glitre Energi. Her prior experience includes serving as Senior Vice President of Human Resources at Magseis Fairfield ASA and Senior Vice President of Global HR & HSE at Kongsberg Oil & Gas Technologies and Kongsberg Digital, as well as positions such as HR Manager at Technip and State Secretary of Ministry of regions and municipalities. Bretzeg holds a Bachelor of Science in Business Administration from Pacific Lutheran University, USA.
Odd-Arne Lorentsen joined HydrogenPro as CTO in March 2024 and brings more than 20 years of experience within electrolysis technology and technology development, from laboratory to full scale. Prior to joining HydrogenPro, he served as CTO at Gen2 Energy and held several senior roles at Yara International, including Director and Senior Improvement Lead at Yara Technologies & Projects, Vice President and Head of New Front-end Technologies and Process Intensification at the Yara Technology Centre, and Head of R&D for Catalyst Systems. Prior to Yara he worked 12 years as a technology developer for Hydro and left in 2012 as Chief Engineer in charge of all upstream developments. Lorentsen holds a PhD in Technical Electrochemistry and a Master of Science in Electrochemistry from the Norwegian Institute of Technology (NTNU). He has also served as an adjunct professor at NTNU and held various RnD chair positions including Head of the Board of the Faculty of Natural Sciences at NTNU.
General Manager, HydrogenPro Tianjin Co Ltd. and GM HydrogenPro
Jan-Henrik Kuhlefelt has served as General Manager of HydrogenPro in Tianjin since March 2022, leading the company’s hydrogen and electrolyzer operations in China. Kuhlefelt is an experienced international executive with a strong technological background and extensive leadership experience in the energy and power sectors across Europe and Asia. His previous senior roles include Managing Director of PFISTERER Power Connection Systems in Beijing and General Manager of PFISTERER Power Connection Systems in Wuxi, China. Prior to this, he had several senior positions at ABB, including Technology Center Manager at ABB Kraft AS in Skien, Norway. He holds a Master of Science in Electrical Engineering from the Norwegian University of Science and Technology (NTNU).
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Introduction
33 Material Environment, Social and Governance Topics
34 Sustainability Targets
37 Efficient Technology and Scalability
40 Sustainable Manufacturing and Supply Chain
45 Innovative Product Design
47 A safe and Attractive Place to Work
Our Impact
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Enabling the energy transition is the core of our mission. HydrogenPro does this by delivering high-pressure alkaline electrolyzers for a variety of projects across various industries. We primarily target hard-to-abate sectors, either through our strategic partnerships or on our own, to maximize our contribution to energy transition and consequently global carbon emission reduction. As a company operating on a global scale HydrogenPro therefore both recognizes and prioritizes responsibility for our impact on both the environment and society, where we operate.
Throughout 2025, HydrogenPro has remained committed to our Environmental, Social and Governance (ESG) principles, continuously adapting our priorities to align with evolving partnerships and business operations. Building on the progress achieved in 2024, we have further strengthened our social sustainability initiatives and governance practices. Under the “Social” pillar of our ESG commitments, we have maintained rigorous standards for all suppliers. Employee wellbeing has remained a key focus throughout the year. To support this, we introduced workshops, continued internal communication, employee surveys and training programs, and implemented a new and modern Human Resources Information System (HRIS). By implementing the HRIS we aim to streamline HR processes and enhance
Introduction employee engagement and experience. We have also prioritized strengthening our company culture, with ongoing efforts planned to continue this focus into 2026. Through our efforts we have seen a measurable improvement in employee wellbeing and job satisfaction.
Governance remained a key priority in 2025. We continued to enhance employee awareness through mandatory global training programs covering ethics, anti-bribery and corruption, and our whistleblowing policy. Our goal is to ensure that the company’s Code of Conduct, Supplier Code of Conduct, and Whistleblowing Policy are well understood and consistently applied across all departments in daily operations.
Under the Environmental pillar, we have focused on improving the quality of our reporting and documentation. This includes conducting lifecycle assessment of our electrolyzers manufacturing in China and enhancing reporting of emissions and waste at our electrode facility in Aarhus, Denmark. Our sustainability journey has been one of ongoing learning and development.As our operations evolve and industry standards and regulations continue to advance, we are confident that we are moving in the right direction. Sustainability remains a core part of our company’s identity and is essential to our ambition to remain a leading OEM in the green hydrogen sector.
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Materiality as a concept is the backbone of any company’s environmental, social and governance work and related reporting. A materiality assessment identifies which ESG topics will influence a given company’s ability to create value in a long-term perspective, as well as how the company impacts its surroundings through its activities and business relationship.
Process
Our engagement on materiality assessment(s) is based on our stakeholder analysis and materiality assessment in 2022, subsequently revised in 2023. The assessment was carried out with two perspectives:
* How specific ESG topics impact HydrogenPro’s long term value creation (financial materiality)
* How does HydrogenPro’s business activities impact the environment and society around the company (environmental and social materiality)?
As the scope of our offerings has not changed since then, we view these findings as still relevant independent of additional partnerships. Opportunities and risk related to the relevant ESG topics were identified during the materiality assessment. To identify and rank these topics we engaged both internal and external stakeholders; Customers, employees, suppliers, financial market, and investors. In our dialogue Material Environment, Social and Governance Topics we gained clear and workable insights into their perspectives on HydrogenPro’s ESG challenges and opportunities, as well as areas where the company can drive the most significant impact. With the insights gathered, the management and Board of Directors prioritized material ESG topics based on potential impact on HydrogenPro’s long-term value creation. To ensure that the assessment continues to serve its purpose as the backbone of HydrogenPro’s sustainability efforts, it must be recognized as a dynamic tool in accordance with new information and continually evolving circumstances.
In 2025, we upheld our commitments and reviewed the assessment to confirm its alignment with our priorities and stakeholder expectations. This process reaffirmed that the four material topics originally identified remain highly relevant to HydrogenPro. Due to the continual regulatory developments, HydrogenPro is not required to report in accordance with Corporate Sustainability Reporting Directive (CSRD) for the financial year 2025. As a result, we have instead prepared for our CSRD readiness journey. Nevertheless, we have worked closely with our partners who need to report in line with CSRD, to ensure that as a sub supplier we are working in accordance with potential applicable CSRD guidelines. No discrepancies with our current reporting setup were identified during this process. We continue to align with the Global Reporting Initiative (GRI) Standards, whilst also maintaining our current material sustainability topics, which we believe accurately reflect HydrogenPro’s priorities and commercial offerings.
Material topics
The ESG material topics identified by HydrogenPro are closely linked to how the company operates, the nature of our business model, and the way our activities are carried out across the value chain. HydrogenPro’s industry-leading technology in the high-pressure alkaline electrolyzer segment is well positioned to contribute to the global energy transition. We do so by enabling efficient production of green hydrogen, thus supporting decarbonization efforts, and helping drive the broader adoption of sustainable energy solutions and subsequently accelerating the energy transition.
HydrogenPro’s core operations involve the design and manufacturing of electrolyzers. Manufacturing requires the use of key inputs such as materials, energy, and water, combined with our proprietary technology, engineering expertise, and not least the know-how and passion of our employees. As this represents HydrogenPro’s primary business activity, the ESG material topics deemed relevant are directly connected to this value chain. Based on our company’s business model, operational footprint, and ongoing stakeholder dialogue, the following ESG topics have been identified:
Efficient technology and scalability
HydrogenPro’s biggest material impact is created through the efficiency and scalability of our core technology. By delivering high performance electrolyzers, we enable customers to reduce emissions and support the decarbonization of energy intensive industries. The scale of this positive impact is dependent on our ability to deploy these efficient solutions on an industrial scale. HydrogenPro, therefore, strives to offer an industry-leading solution that is attractive to customers. Read more on page 37.
Sustainable manufacturing and supply chains
HydrogenPro’s main business activity, the manufacturing of our electrolyzers, has a significant social and environmental impact on our surroundings. As a result, sustainable manufacturing and supply chains are considered material for HydrogenPro. This broad topic encompasses several subtopics, including greenhouse gas (GHG) emissions from production, energy and water consumption, waste disposal, emissions, and supply chain management - covering aspects such as human rights and working conditions throughout the product value chain. Read more on page 40.
Innovative product design
HydrogenPro places strong emphasis on technology leadership and continuous research and development, in both, but not exclusively, product performance and longevity. Our approach to product development integrates clear functional requirements alongside circularity and Ecodesign principles from an early stage. Design choices directly influence the selection and volume of materials used in electrolyzer manufacturing, as well as the frequency with which components require maintenance, refurbishment, or replacement. As a result, electrolyzer design represents a material ESG topic for HydrogenPro. Through thoughtful engineering and lifecycle-oriented design, we aim to minimize material consumption, extend equipment lifetime, and reduce the generation of waste throughout the product lifecycle. Read more on page 45.
A safe and attractive place to work
Our employees are fundamental to HydrogenPro’s ability to create long-term value. Delivering the company’s strategic objectives depends on maintaining a workplace that is both safe and engaging, with a company culture in which employees thrive. For this reason, being an attractive employer is considered a material topic, as it directly supports our ability to recruit, develop, and retain highly qualified employees. Read more on page 47.
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This area encompasses a range of related aspects, including health and safety, training and development, diversity, equity and inclusion, and the cultivation of a strong and responsible corporate culture.
Governance and ethical business conduct
HydrogenPro identified governance as a critical foundation for both effective operations and long-term sustainability. Strong governance at HydrogenPro is defined by a commitment to integrity, ethical conduct, and zero tolerance for corruption. Since 2023, HydrogenPro has regarded governance as a cornerstone of both our operational success and sustainability commitments. To us, robust governance involves upholding exemplary ethical standards and proactively combating all forms of corruption across every aspect of our business. In 2024, we advanced several key initiatives to strengthen this commitment, ensuring governance remained a central pillar of our sustainability efforts. Building on this progress, the focus in 2025 has been on evaluating the effectiveness of these initiatives, embedding governance deeper into our organizational culture, and continuously enhancing our policies and practices to uphold integrity across all levels of the company.
Agenda 2030: UN Sustainable Development Goals
The 17 Sustainable Development Goals (SDGs) form the foundation of Agenda 2030 and provide a global framework for sustainable development. While adopted by UN member states, the SDGs are also widely used by companies to align sustainability efforts around shared objectives. HydrogenPro supports all 17 SDGs and has identified four goals that are particularly relevant to our business and where we believe we can have the greatest impact; 7. Affordable and clean energy, 8. Decent work and economic growth, 12. Responsible consumption and production, and 13. Climate action. These priority SDGs are aligned with our material ESG topics.
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HydrogenPro established its sustainability ambitions in 2021, setting clear targets to drive progress and enable effective monitoring. Over the years, we have steadily advanced towards these goals. In 2023, we revised our targets to better align with our key material topics and strategic direction, and in 2024, we remained focused on achieving these updated targets. Our ESG commitment under the “Social” pillar continues to prioritize creating a safe and engaging workplace environment. In 2025, we have met our target for overall sick leave in all our locations with the exception on Germany due to long-time illness. Notably, our global sick leave rate has improved from 2.99% in 2024 to 1.90% in 2025, demonstrating a positive trend in employee health and wellbeing across our operations. We also achieved our target of zero Lost Time Injury accidents and work- related ill health at all locations.We have maintained our focus on Health, Safety, and Environment (HSE) and continued to monitor participation in the work environment survey and overall employee satisfaction. While no formal target was set for 2025, the results were positive, with 81% of employees globally indicating that they consider HydrogenPro to be a great place to work. Our environmental targets have historically focused on the positive impact of our electrolyzers in reducing $\text{CO}_2$ emissions, Sustainability Targets while enhancing energy efficiency, cost-effectiveness, and scalability. Although efficiency and scalability remain central to our strategy, we recognize the importance of addressing potential negative environmental impacts arising from our operations through a comprehensive ESG approach. Following the strategic decision in 2024 not to renew our previous environmental targets, 2025 was dedicated to consolidating our sustainability framework and exploring opportunities to enhance the robustness and reliability of our climate-related data. During the year, we conducted a cradle-to-gate lifecycle assessment (LCA) focused on our key product components to gain a clearer, data-driven understanding of emissions across our product lifecycle. While no new environmental targets were set in 2025, we are actively preparing to define and implement updated climate objectives as part of our broader ESG strategy. Building on the insights gained from the 2025 LCA, in 2026 we will expand our understanding of our environmental impacts and supply chain dynamics. A key focus will be enhancing the quality of our greenhouse gas (GHG) accounting data, with particular emphasis on Scope 3 emissions from purchased goods and services, which account for the majority of our emissions. We will strategically gather more specific and granular emissions data to establish a strong foundation for our climate strategy. This focus on data quality will underpin the development of more precise and impactful climate targets. Looking ahead, we plan to set new environmental targets in 2026 aligned with recognized standards and stakeholder expectations. These targets will guide HydrogenPro’s continued commitment to driving positive environmental impact as a responsible and forward-thinking green technology company. The following table summarizes our key social and operational sustainability targets and status for 2025, reflecting our ongoing commitment to employee wellbeing, safety, ethics, and information security.
| Ambition 2025 Targets | Status 2024 | Status 2025 | Read more on page |
|---|---|---|---|
| Be a safe and attractive place to work at all times | |||
| Overall sick leave less than 3% (annually) | Global: 2.99%; Norway: 2.3%; Denmark: 1.7%; Germany: 3.0%; China: 3.3% | Global: 1.90%; Norway: 1.8%; Denmark: 1.1%; Germany: 5.8%; China: 2.3% | 47-48 |
| Zero accidents and work-related ill health measured in Lost Time Injury Frequency Rate (LTIFR) | Overall: 1; Total HydrogenPro LTIFR: 2 | Overall: 0; Total HydrogenPro LTIFR: 2 | 48 |
| Completion rate for HSE training globally (annually): TQM; Corporate global Ethics training | TQM: 100%; First aid: 100% | TQM: 100%; First aid: 100%; Norway: 100%; Germany: 100%; Denmark: 100%; China: 70% | 48-49 |
| Information security awareness | Global: 41% | Norway: 94%; Germany: 100%; Denmark: 95%; China: 90% | 49 |
| Participation to the work environment survey (annually) | Global: 86%; Norway: 88%; China: 97%; Denmark: 82% | Global: 92%; Norway: 94%; Germany: 100%; China: 89%; Denmark: 91% | 48 |
| Percentage of employees that believe HydrogenPro is a great place to work (annually) | Global: 80%; Norway: 54%; China: 90%; Denmark: 67% | Global: 81%; Norway: 81%; China: 85%; Denmark: 76% | 48 |
1) The target for sick leave is not set lower than 3% in order to avoid signalling that employees should avoid taking necessary sick leave.
2) Calculated per 200,000 hours worked. (As opposed to the common calculation of accidents per million work hours).
3) Because of less than 10 employees in Germany, it can’t be anonymously participated.
4) No targets have been established for 2025, with reporting focused on its 2025 status.
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The Hydrogen Council estimates that by 2030, the demand for clean hydrogen could reach 8 million tonnes per annum (MTPA) 1 . This growth will play a crucial role in achieving the targets set out in the Paris Agreement. 2 The transition to a net-zero society relies on the availability of green hydrogen produced through solutions that are both efficient and scalable. HydrogenPro seeks to address the growing demand for energy efficient hydrogen production through global deployment of our electrolyzer technology. The environmental impact Efficient Technology and Scalability of our business is therefore closely linked to how effectively we are able to commercialize and deploy our electrolyzer solutions. Meeting the predicted global demand requires continuous technological development alongside manufacturing capacity. Equally important is collaboration across the hydrogen value chain, as partnerships with customers, suppliers, and other industry players are key to accelerating the adoption and large-scale implementation of green hydrogen solutions worldwide.
HydrogenPro is a recognized leading original equipment manufacturer (OEM) of high-pressure alkaline electrolyzer and gas separation technology. Our core technologies include electrolyzers comprising cell stacks and gas separators, along with their respective local control systems. Together with our partners we continue to optimize product design and material selection and composition to further increase performance for green hydrogen production. The electrolyzer system delivered by HydrogenPro is energy efficient, flexible, and well proven workhorse technology. Our technology is known as a high-pressure alkaline system which delivers hydrogen and oxygen gas with pressure directly from the cell stack at 15 bar. The high-pressure alkaline technology is well-suited for both intermittent and constant renewable energy input, and the electrolyzer size we deliver is especially suited for large-scale industrial applications such as power-to gas, ammonia production, and green steel manufacturing.
In 2025, HydrogenPro has enhanced the efficiency of our electrolyzers through a patented design that includes a reduction of shunt current - a common issue in alkaline electrolyzers where unwanted electrical currents bypass the intended path, causing energy loss. This design is improving the performance for a range of loads, and particularly at low loads, generally a challenge for all alkaline electrolyzers. This advancement ensures $\text{©ANDRITZ}$ 37 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT more efficient hydrogen production under varying load conditions, making our electrolyzers particularly well-suited for off-grid and intermittent energy sources. Continuous improvements in electrode technology further optimize performance and reduce energy consumption. Additionally, our new design enables lighter constructions by reducing steel usage by up to 20%, thereby lowering the environmental footprint. The next generation of electrolyzers will operate at higher pressures, minimizing the need for extra compression equipment. This innovation also decreases the size and material requirements for the balance of the plants, contributing to overall cost reduction and resource efficiency.
Making a positive impact through our projects
Avoided GHG emissions and energy security
Through our ongoing projects, HydrogenPro contributes to a positive environmental impact by enabling the replacement of fossil-based fuels with clean green hydrogen, and especially large-scale deployment of electrolyzers is a key driver for reducing greenhouse gas emissions in hard-to-abate sectors. With an installed electrolyzer capacity of 220 MW, the ACES project in the United States (see fact box) is estimated by the U.S. Department of Energy to avoid approximately 127,000 tonnes of $\text{CO}_2$ emissions annually. This estimate reflects the emissions difference between the use of natural gas and green hydrogen as energy carriers. Similarly, the SALCOS project in Germany, developed in collaboration with ANDRITZ Group, is expected to deliver substantial emissions reductions in the steel industry. ANDRITZ estimates that Phase 1 of the project alone will reduce $\text{CO}_2$ emissions from conventional steel production by around 30%, corresponding to approximately 220,000 tonnes of $\text{CO}_2$ per year enabled by the use of green hydrogen. HydrogenPro is the sole supplier of electrolyzer systems to both projects, working alongside other providers of complementary equipment and services.
While our own operations generated $\text{CO}_2$ emissions of 15,390 tonnes in 2024 and 7,924 tonnes in 2025, the climate benefits enabled through the deployment of our technology significantly outweigh our operational footprint. In this way, we contribute to the energy transition and global decarbonization, one electrolyzer at a time.
Beyond emissions reduction, green hydrogen also plays a critical role in strengthening energy security. Hydrogen can be produced locally from renewable electricity and stored over time, reducing dependence on imported energy sources and increasing resilience against supply disruptions. As an energy storage medium, hydrogen helps balance intermittent renewable power generation and supports grid stability at both local and regional levels. Through these capabilities, green hydrogen is an important enabler of a robust, renewable based energy system and a cornerstone of the broader energy transition.
Scalability
HydrogenPro’s most significant environmental contribution is achieved through the successful deployment of our technology at scale.By bringing our electrolyzer solutions to market, we enable customers worldwide to establish large-scale hydrogen production facilities that support renewable energy storage and replace fossil-based fuels. Our technology is designed to deliver this at high efficiency, resulting in lower energy consumption compared to alternative solutions. To support large project execution and future growth, HydrogenPro has expanded our manufacturing base beyond Europe and China, driven by partnerships. In India we have entered into a partnership with Thermax for manufacturing electrolyzers locally in India, in order to reduce costs, increase local content, and not least reduce emissions from shipping of equipment. Together with continued ongoing efforts to strengthen financial robustness and overall supply chain resilience, this expansion represents an important step in establishing a scalable and responsible foundation for long term growth. In Europe, policy initiatives continue to play a central role in accelerating hydrogen deployment. The European Hydrogen Bank, launched by the European Commission, aims to support renewable hydrogen production by providing investment certainty and facilitating market development. HydrogenPro maintains close dialogue with the European Hydrogen Bank to ensure compliance with applicable requirements and to position the company in line with current and future regulatory frameworks. We have also seen the importance of the gradual roll out of EU directives that positively contribute to the demand for clean green hydrogen.
Energy efficiency
Energy efficiency is the most critical performance metric for electrolyzer technology, as it determines how effectively hydrogen can be produced from a given amount of electrical input. Higher efficiency directly reduces operating costs and the overall energy demand of green hydrogen production. In 2025, additional testing of HydrogenPro’s next generation electrolyzer design confirmed its capability to produce at least 1050 Nm³ of hydrogen per hour at normal current density at 100% load. This demonstrated an energy efficiency of 80% for a high-pressure alkaline electrolyzer at an industrial scale. With further design improvements, this production volume is expected to increase, pending confirmation through full-scale testing. This validation reaffirms HydrogenPro’s strong position in large-scale green hydrogen production and lays a solid foundation for the next phase of our technology development. It also highlights the critical role of energy- efficient technology as a key enabler of the global energy transition. The ongoing development of our electrolyzer’s energy efficiency is driven by collaboration between HydrogenPro’s research lab in Denmark, our engineering department in Norway, and the continued engagement of our partners. By combining internal and external design innovations, a 38 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT proprietary electrode activation process, cost-effective design measures, and a philosophy of continuous optimization in design, material selection, and composition, we consistently enhance both the design and energy efficiency of our electrolysers.
Impact of energy efficiency on the environment
One frequently cited challenge of a hydrogen-based energy system is the energy intensity associated with converting electricity into hydrogen. The performance improvements achieved through HydrogenPro’s continuous technology improvements directly address this concern, marking a significant step forward for the large-scale deployment of green hydrogen. By increasing efficiency, we reduce the electricity required per unit of hydrogen produced, which in turn lowers both the environmental footprint and the economic costs of hydrogen production. As a result, future iterations of our design are expected to feature smaller cooling systems that consume less energy, further improving the overall sustainability and efficiency of the system. From a cost perspective, power typically accounts for approximately 75% of the levelized cost of hydrogen production. Given an expected electrolyzer lifetime of up to 30 years, reductions in electricity consumption therefore result in significant operating cost savings for end users. Through these combined benefits, HydrogenPro’s technology supports a more sustainable, resource efficient, and economically viable transition to green hydrogen at scale.
Global reach and global responsibility
Expanding a new hydrogen economy will require the use of natural resources, thus inevitably impacting the environment. As HydrogenPro scales its operations, our own climate and resource impacts will increase in parallel with the market demand, while our customers’ ability to produce green hydrogen depends on access to renewable energy sources. Hydrogen production may also give rise to potential nature-related impacts, which we seek to address through a precautionary and responsible approach. HydrogenPro is committed to managing these impacts with awareness, integrating environmental considerations into technology develop- ment, production, and deployment. Our objective is to ensure that the footprint of our activities remains aligned with the purpose of our technology, which is enabling the production of green hydrogen while avoiding unnecessary or adverse environmental impacts.
Land use and biodiversity
Large-scale green hydrogen production is based on renewable energy infrastructure such as wind turbines or solar panels that require large amounts of land. This can lead to displacement of wildlife habitats and potentially harm biodiversity. We recognize that we are part of an evolving industry, and that we need to collaborate closely with partners and industry peers to ensure that biodiversity and wildlife habitats are taken into account. We will strive to promote the most sustainable solutions both for today and the years to come for development of new renewable power production.
Water consumption
To produce green hydrogen, the electrolysis process uses renewable electricity to split water molecules into hydrogen and oxygen. This process requires large amounts of water and can be challenging in regions where water is scarce. In addition to the water used in the electrolysis process, we are dependent on cooling water to keep the electrolyzer at the right temperature in steady state production. Regional considerations are therefore essential when planning for green hydrogen production and where water scarcity is evident, we aim to find solutions such as the use of closed-circuit air coolers to reduce water usage.
Sources: Global Hydrogen Compass 2025 Report, Hydrogen Council, McKinsey & Company, 2025 Hydrogen- for-Net-Zero.pdf (compass.hydrogencouncil.com) The Paris Agreement | United Nations US Department of Energy https://www.energy.gov/ lpo/advanced-clean-energy-storage ANDRITZ https://salcos.salzgitter-ag.com/en/ salcos.html#c141552 and internal presentation 39 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
While HydrogenPro delivers positive environmental impact through the solutions we provide, the manufacturing of our electrolyzers inevitably entails environmental and social impacts. Through ongoing and proactive measures, we work to reduce and manage potential adverse impacts arising from both our own operations and those within our supply chain. In 2025, Andritz opened its electrolyzer factory in Erfurt, Germany, with a manufacturing capacity of up to 1 Gigawatt (GW) annually. This meant that HydrogenPro’s electrolyzers could be produced both in Erfurt and in our own 500MW manufacturing facility in Tianjin, China. Since the establishment of our Tianjin manufacturing facility in 2022 and up through 2025, HydrogenPro has continuously developed deeper understanding for large-scale manufacturing, and our operations in general, assessed our environmental impact, and identified key areas for improvement. The foundations of environmental work were laid already in 2023, by the onboarding of a HSE manager and Quality Systems Manager at our Tianjin facility. These helped the facility gain necessary certifications such as ISO 14001 (Certification for for Environmental Management Systems), ISO 9001 Sustainable Manufacturing and Supply Chain (Certification for Quality Management Systems), and ISO 45001 (Certification for Occupational Health and Safety Management Systems), and in turn ensuring our commitment to excel in these areas. With partnerships such as Thermax in India, and Andritz in Germany, we aim to assist in ensuring that all future manufacture sites where our electrolyzers will be assembled or manufactured will uphold the values from our culture of excellence. For our facility in Denmark our environmental work is currently being laid with a particular focus on obtaining relevant certifications. In parallel with strengthening environ- mental performance across our core operations, we have also taken steps to improve the sustainability of our office activities across all locations. These efforts focus on reducing water, energy, and resource consumption through practical measures such as automated lighting controls and the increased use of digital workflows to limit paper use. We also have a conscientious approach to sourcing office equipment with a rule that this should be secondhand where possible, and additional emphasis placed on improving waste sorting and recycling practices. Recycling systems have since been strengthened across our offices and test facilities, supporting a more consistent and resource efficient approach to everyday operations.Particularly our facility in Aarhus has significantly improved the overview of its waste, with a breakdown in kilograms of different waste types generated each month. Combined, these measures has strengthen our ability to meet sustainability goals.
GHG emissions in manufacturing
Steel usage remains a major contributor to HydrogenPro’s carbon footprint, as steel production is a carbon intensive process with significant greenhouse gas emissions(GHG) across various stages of production. To mitigate this impact, we have continued to prioritize sourcing steel from suppliers with strong sustainability commitments and focus on minimizing scrap during the manufacturing of our electrolyzers. We have maintained our collaboration with suppliers, including on steel, that proactively integrates ESG considerations into its corporate strategy and is committed to a low carbon transition, including transparent reporting on its progress. At the same time, we continuously engage in talks with potential new suppliers that align with our sustainability ambitions, both to diversify supply chain risks and also engaging with industry leaders driving down GHG emissions. By doing so, we naturally encourage our sub-suppliers to accelerate the development of lower carbon solutions, fostering continuous improvement and greater environmental responsibility across our supply chain.
In 2025, we continued 40 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
1) Emission intensity measured as our total GHG emissions divided by our revenues for 2025. The number provided includes all GHG gases, in the form of CO₂ equivalents. The value for scope 1 emissions alone is 0.0029 kg CO₂/ NOK, scope 2 emissions alone 0.0042 kg CO₂/NOK and scope 3 emissions alone 0.0843 kg CO₂/NOK.
2) Energy intensity is measured as the total energy use for our own operations (including fuel, electricity, heating, steam) divided by our revenues for 2025.
to make progress in optimizing our manufacturing processes to reduce steel waste and minimize associated carbon emissions. A key initiative has been the refinement of our material utilization strategy, where steel scrap from production is now categorized into two distinct types: corner offcuts, which are waste, and central sections, which remain intact and are returned to the steel mill for repurposing. These reusable materials can then be supplied to other customers for various applications, reinforcing resource efficiency and supporting circular economy principles. Additionally, all nickel scraps from our production in Denmark is recycled, ensuring valuable materials are kept within the production cycle and further reducing resource waste. We have also taken steps to lower emissions from transportation by streamlining the steel recycling process. By outsourcing certain stages of steel handling directly to the steel mill, we ensure that only near final components are transported to our facilities, optimizing logistics and reducing our overall carbon footprint.
In 2025, we continued exploring solutions to further reduce material use by optimizing our product design and sourcing from suppliers closer to our operations. Through these measures, we actively contribute to emissions reduction across the value chain while promoting responsible resource management.
HydrogenPro’s absolute greenhouse gas emissions are expected to increase in the short term as operations in Denmark commence. While this expansion contributes to a temporary rise in emissions, it is a necessary step in strengthening our production capabilities and supporting the demand for energy efficient hydrogen solutions. By maintaining a strong focus on operational efficiency and leveraging economies of scale, we aim to reduce the carbon emission intensity of our products over time.
Currently, the emission intensity of our products stands at 0.0914 kg CO₂/ NOK $^1$, while the energy intensity is 0.1602 kWh/NOK $^2$. This represents an increase compared to last year, when the emission intensity of our products was 0.0777 kg CO₂/NOK, and the energy intensity of our products was 0.0062 kWh/NOK. The increase in emission intensity is primarily driven by lower revenues in 2025. Additionally, the rise in energy intensity reflects large-scale testing activities and the establishment of new production lines during the year. The full greenhouse gas emissions accounting can be found in the Sustainability factbook on page 101.
Water Management
The manufacturing of electrolyzers requires relatively limited amounts of water, although water is the raw material for hydrogen production. At HydrogenPro, water usage varies by location and is 41 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT managed with efficiency and responsibility in mind. Our manufacturing facility in China does not use water as part of the production process, while our test center in Denmark is equipped with a water recycling system that recovers more than 90% of the water used during testing. In Norway, testing activities rely on industrial cooling water. None of HydrogenPro’s operating sites are located in areas exposed to water stress or scarcity. Nevertheless, we continue to focus on efficient water use and recycling practices to minimize withdrawals and ensure responsible water management across our operations.
Pollution prevention
All HydrogenPro manufacturing facilities rely exclusively on electricity as their energy source, resulting in limited direct emissions to air. At our manufacturing site in China, particle emissions from welding activities represent the primary source of airborne pollutants. To address this, an exhaust treatment system was installed in 2023, and four dust collection units are currently in operation, delivering positive and measurable results. All chemical waste generated across our operations is collected and managed by certified, specialized waste-handling companies, ensuring that no pollutants are released into air or water. The manufacturing facility in China is located within a government-owned industrial park and is subject to strict regulatory requirements related to spill prevention and environmental protection. To further mitigate environmental risk, facility floors are designed without connection to the sewage system, reducing the likelihood of accidental discharge to water.
Waste management
Reducing waste from our manufacturing processes is an important way to limit the depletion of natural resources. HydrogenPro’s primary waste streams consist of steel scrap and chemical waste, including alkaline water, mineral oils, and cutting fluids. In addition, office waste and packaging materials are sorted and recycled in accordance with local regulations and property owner procedures, covering fractions such as paper, plastics, food waste, and residual waste. Hazardous waste is managed through disposal agreements with qualified third- party service providers. In line with local environmental regulations, approvals are obtained from relevant authorities prior to disposal. To support safe handling and traceability, a dedicated hazardous-waste storage facility was established at the Tianjin manufacturing site in 2023, along with an entry and exit ledger to record volumes of hazardous waste stored and removed.
The steel used in our manufacturing process is of high quality, resulting in steel offcuts with significant recycling value. While the volume of steel scrap generated on site has been reduced through the outsourcing of certain processing steps to suppliers, additional scrap is generated during further machining and refinement. This material is handled by certified recycling partners capable of recycling up to 100% of the steel into new material, supporting a circular approach to material use.
At our facility in Aarhus, Denmark, large improvements have been made in the waste management and data collection in 2025. We now have access to both monthly and annual reports of quantity and type of waste generated. This allows for more accurate tracking of all waste generated, and in turn helping us assess environmental impact.
Supplier Engagement
HydrogenPro’s daily efforts focus on developing a robust and resilient supplier network capable of meeting our requirements for quality, delivery reliability, and capacity as the company continues to scale. We depend on suppliers that can consistently comply with strict technical specifications and high standards. The onboarding of new suppliers follows a structured and thorough process, including detailed evaluations, close engagement with supplier management, and on-site assessments of manufacturing capabilities. This approach applies both when qualifying new suppliers and when periodically reassessing existing ones. Throughout 2025, ESG considerations have remained an integral part of these processes. By maintaining close collaboration with our suppliers, we aim to promote responsible practices and support continuous improvements in environmental and social performance across our supply chain.
In 2023, HydrogenPro implemented a supplier management framework, marking an important step in strengthening oversight of our supply chain. The framework is designed to ensure a consistent and structured evaluation of suppliers, covering areas such as quality performance, certifications, production capacity, business integrity, and transparency. Building on this foundation, the supplier qualification process was further developed in 2024 to reinforce responsible sourcing and sustainability considerations. Supplier qualification remains a cross-functional effort, involving close coordination between relevant departments, ongoing dialogue with supplier management, and on-site audits where appropriate.In 2025, we further developed and formalized the process and documentation framework for the approval and continuous monitoring of suppliers and subcontractors, building on the foundations established in previous years. This enhanced framework ensures engagement with reliable and qualified partners essential to our operations. Suppliers are assessed according to their criticality and dependency, allowing us to identify potential vulnerabilities within the value chain and manage risks effectively. The evaluation process is tailored to each supplier’s criticality and includes comprehensive self-declarations and assessments covering quality, health and safety, environmental impact, ethics, sustainability, and information security. By promoting greater transparency and 42 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT accountability, this framework reinforces our commitment to maintaining a resilient and responsible supply chain. Complementing this, our supply chain team conducts an annual evaluation of supplier performance and experiences throughout the year, providing deeper insights into supplier capabilities and challenges. We strategically leverage these evaluations to implement targeted actions that strengthen supplier relationships and drive continuous improvement. Together, these processes ensure that our supplier network remains resilient, agile, and fully aligned with HydrogenPro’s quality, sustainability, and operational objectives.
HydrogenPro’s supplier policy is founded on the Supplier Code of Conduct, which was established as part of the supplier management framework in 2023. The Code of Conduct has since been incorporated into the standard contractual documentation signed by all new suppliers, ensuring that every supplier entering into a relationship with HydrogenPro formally acknowledges and accepts its requirements. From a social and governance perspective, our Supplier Code of Conduct policy addresses key topics such as anti-corruption and bribery, human and labour rights, including working conditions, working hours and wages, non-discrimination, and the prohibition of child and forced labour. It also covers the responsible sourcing of minerals and the health and safety of employees. From an environmental perspective, the Code includes requirements related to environmental management systems, pollution prevention, and environmental protection.
Personal engagement with suppliers is an important element of HydrogenPro’s approach. Meeting suppliers in person allows us to build trust and establish long-term relationships, which are essential for collaboration on technology development, material choices, and sustainability improvements across the shared value chain. As part of the updated supplier qualification process, factory inspections and audits are conducted for prioritised suppliers and for suppliers identified as non-performing. These activities support compliance with our requirements while fostering transparency and constructive collaboration. In addition, HydrogenPro maintains ongoing dialogue with both preferred and potential suppliers across key sourcing categories. These discussions cover strategic procurement and supply-chain topics such as electrolyzer technology requirements, product development, partnership models, supply-chain risks and efficiency, global production capacity, customer support services, quality assurance, manufacturing processes, and relevant certifications.
The Supplier Code of Conduct has also been distributed to existing suppliers through the annual supplier assessment process, and we actively follow up to ensure continued compliance. The Code sets out the mandatory expectations for all suppliers and business partners with respect to responsible business 43 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT conduct, stakeholder considerations, and environmental responsibility, and serves as a key tool for promoting consistent standards across our supply chain.
HydrogenPro is also actively working to obtain accurate and comprehensive emissions data from key suppliers in order to integrate climate conside- rations more systematically into our procurement processes. Supplier emissions performance is treated as an important decision factor, and we prioritize collaboration with partners that demonstrate a clear commitment to reducing their carbon footprint. To support this effort, HydrogenPro implemented the Ignite software platform in 2024. The solution enables suppliers to measure, document, and report their emissions data in a structured manner. By collecting emissions information through Ignite, we aim to increase transparency across the supply chain and strengthen alignment with our long-term sustainability objectives.
In 2025, the focus has shifted towards assessing the effectiveness of these measures, monitoring their impact in practice, and ensuring that supply chain structures and processes deliver the intended outcomes. Over the past year, two new suppliers have been onboarded, all of which were assessed against defined environmental, social and governance criteria. During the qualification process, none of the suppliers were found to have negative environmental or social impacts. None of the suppliers were found violating the right to freedom of association and collective bargaining, nor having incidents of child or forced labor in their operations. As a result, no remediation measures were needed.
Transparency Act
HydrogenPro’s supplier qualification process was continually followed up in 2025 to ensure continued alignment with updates to requirements of the Norwegian Transparency Act (Åpenhetsloven). The legislation requires Norwegian companies to conduct due diligence related to fundamental human rights and decent working conditions within their own operations, across the supply chain, and among business partners, as well as to report on the measures undertaken. HydrogenPro published its first report in accordance with the Transparency Act in June 2023, followed by an updated report in 2024, reflecting ongoing efforts to strengthen due diligence processes and transparency. The report for 2025 will be published on HydrogenPro’s website in June 2026. 44 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Building on its core technology expertise, HydrogenPro collaborates closely with a range of industrial partners to deliver optimized solutions for large-scale green hydrogen production. In 2025, the company continued the execution of key strategic projects, including the SALCOS project in collaboration with Andritz, the ACES Delta project together with Mitsubishi Heavy Industries, and the development of future project opportunities with Thermax, which holds a license to produce HydrogenPro technology for the Indian market. The diversity of projects, geographies, and operating conditions has driven the development of differentiated electrolyzer designs tailored to local requirements. This includes the ability to meet local content requirements and to optimize logistics and manufacturing setups, resulting in a reduced ESG footprint. Design flexibility has therefore become an important enabler of both project execution and sustainability performance.
As part of HydrogenPro’s systematic approach to integrating circular economy principles into its products, the company completed its first cradle to gate lifecycle assessment (LCA) of the standard electrolyzer design in 2025. The assessment covered manufacturing and related transportation scenarios across manufacturing facilities in China and Europe, including assembly at Andritz’s facilities in Germany. This work has
Innovative Product Design
coating on electrodes as well as the overall material intensity of the electrolyzer system and gas separation skid. For electrode production in Denmark, achieving uniform coating has been a key objective, as this directly reduces degradation and extends lifetime. This is particularly important for customers with specific requirements, including off-grid and intermittency-driven applications in regions such as the Middle East and Asia. In this context, HydrogenPro has worked systematically to identify and define the factors that contribute to long lifetime and stable performance with low energy consumption.
During 2025, HydrogenPro also expanded testing capacity, enabling faster iteration and validation of new electrodes. Full-scale testing carried out in the first quarter of the year demonstrated measurable improvements in stack performance, resulting in patent applications for the updated design. This development work will continue, with clear ambitions to deliver further validated performance improvements in 2026 and 2027.
Material optimization has already delivered tangible results. Through design improvements alone, HydrogenPro has achieved a reduction in steel usage by double-digit percentage. Earlier designs were based on conservative assumptions regarding safety margins and operational stability, and ongoing testing programs are intended to validate further reductions without compromising performance, significantly strengthened the company’s data foundation for evaluating emissions, material use, and environmental impacts across the cradle to gate lifecycle of its electrolyzers. This has also helped us create a base for a future full lifecycle assessment. The results of the cradle to gate life- cycle assessment enables HydrogenPro to model alternative supply chain and manufacturing scenarios and to assess the environmental trade-offs related to produc- tion location, material use, transport dis- tance, and project location. This provides a valuable decision support tool for strategic planning and for meeting project-specific ESG requirements going forward. Two focus areas have been particularly important in 2025.The first is energy consumption, which is directly linked to electrolyzer performance and operational philosophy. Lower cell voltage results in reduced power demand, and energy efficiency remains the most important driver of lifecycle emissions for green hydrogen production. Significant effort has therefore been dedicated to improving electrode performance, stack design to improve production efficiency, and operating conditions to reduce power consumption across the full lifetime of the electrolyzer, including under intermittent power conditions. The second focus area is material efficiency, including the use of nickel 45 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT safety or reliability. These improvements are planned to be tested and qualified during 2026 and 2027, with the ambition of incorporating them into future standard deliveries. In parallel, the standard gas separation skid (GSS) has undergone a comprehensive redesign, including a revised gas separation tank configuration. This has reduced overall weight, material use, and system complexity, while maintaining separation performance and manufacturability. To support continued innovation with lower resource intensity, HydrogenPro has also introduced a new pilot testing concept using full-size but shorter stacks. This approach will allow extensive testing and validation with lower material, energy, and cost requirements during the development phase, contributing to a more resource and material efficient R&D test process. HydrogenPro’s long term ambition is to deliver thoroughly documented electrolyzer technology with full transparency on material origin and lifecycle performance. Through continuous optimization of design and manufacturing, the company aims to reduce material intensity, need for cooling, and electricity consumption per kilogram of hydrogen produced with each new design iteration. The progress achieved in 2025 represents a significant step towards this goal, and HydrogenPro intends to maintain this pace of development in 2026 as part of its commitment to being a leading, sustainable OEM in the global energy transition. 46 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT The foundation of HydrogenPro’s success lies in our people – their competence, engagement, and commitment. Attracting, developing, and retaining the right employees is essential to delivering on our strategic priorities. We are committed to maintaining a safe and attractive workplace, fostering an environment where employees can thrive, innovate, and contribute to our shared goals. HydrogenPro delivers technology, engineering, manufacturing, research and development (R&D), and assembly services. With operations spanning five countries across three continents, maintaining a safe, inclusive, and engaging workplace presents both challenges and opportunities. Employee safety and well-being remain non-negotiable priorities. To sustain and strengthen this commitment, we focus on occupational health and safety, continuous learning and development, diversity, equity and inclusion for all employees. Our people HydrogenPro’s mission is to accelerate global decarbonization through world-class green hydrogen solutions set the standard for safety, reliability, and long service life. This mission is driven by the dedication and expertise of our global workforce. During 2025, HydrogenPro adapted its organization to reflect changing global market conditions. This process involved difficult decisions, including a reduction A safe and Attractive Place to Work in the workforce, while also creating opportunities to strengthen the company’s strategic focus. As part of this adaptation, the commercial team was reinforced with an increased emphasis on partnerships, including the appointment of a new Chief Commercial Officer. Entering the next phase, HydrogenPro has a focused, resilient, and highly motivated organization, well positioned to address both opportunities and challenges ahead. Together, guided by our shared values, we decarbonize the planet, one electrolyzer at a time. It is the employees who make the difference, at all levels. We are energy givers, constantly looking for greener ideas, better materials, and smarter methods. By powering innovation, we are energizing tomorrow. SICK LEAVE For 2024, HydrogenPro adjusted the sick leave goal down 1%, to an ambitious goal of sick leave below 3%. The total sick leave for 2025 was 1.9%, well below this target. Sick leave figures for each entity are reported in the respective sections below. Norway HydrogenPro Norway comprises of engineering, commissioning, commercial and administrative functions. At year- end, HydrogenPro had 31 employees in Norway, based in Porsgrunn and Oslo. Sick leave in Norway amounted to 1.8%, down from 2.3% in 2024, and well below the company’s target of 3%. 47 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT Denmark HydrogenPro Denmark comprises both research activities and electrode production. Following the successful development of third-generation electrodes, a new production line was constructed, significantly increasing production capacity. To support this expansion, a production team has been established, with plans to further strengthen the team in 2026. At year-end, HydrogenPro Denmark employed 25 full-time employees and nine students working part-time. Sick leave was 1,1%, down from 1,7% last year and well below the company target of 3%. China HydrogenPro’s organization in China was throughout the year rightsized to align with operational needs. At year-end, HydrogenPro China employed 28 people. Sick leave was significantly reduced from 2024 levels of 3.3% and ended at 2.3% for 2025, well below the target of 3%. Germany The German branch was established in 2023, with a commercial focus. At year-end, the team consisted of three employees. Sick leave reached 5.8%, mainly due to long-term illness – while still reinforcing the importance of ongoing efforts to maintain a safe and attractive workplace. United States In 2024, HydrogenPro successfully established HydrogenPro Inc. In response to changing global market conditions, the company did not have any employees at year-end 2025. Nevertheless, the entity remains and we are prepared for a rapid scale-up in line with changing market conditions. Work environment survey and cultural development HydrogenPro introduced work environment surveys in 2022 and has conducted to monitor and improve the working environment. Hence, the work environment surveys are conducted annually. In 2024, all entities participated for the first time, and participation continued in 2025, establishing a solid basis for year-on-year comparison. The 2025 survey consisted of 56 statements rated on a five-point scale, supplemented by two open-ended questions. Conducted in December 2025, the survey achieved a response rate of 92% — the highest to date and well above industry benchmarks. The average score across all entities was 3.94, representing a significant improvement compared to previous years and reflecting a strengthened organization despite challenging market conditions and organizational changes throughout the year. While the results demonstrate a positive overall change and the impact of system- atic cultural development efforts, they also identify areas for further improvement. Building on employee feedback, an updat- ed action plan with defined priorities and targets will be developed and implement- ed throughout 2026. In 2023, using a digital platform and assessment tool, the company culture was mapped across the global organization and the organizational culture required to successfully deliver on our strategy and goals was identified. All based on our values - Courage, Integrity, Collaboration, and Innovation. The culture assessment was repeated in 2024 and 2025. Based on these new insights, initiatives and action plans were revised and further developed to help move the organization closer to the aspired culture. This is a long-term effort and will continue throughout 2026. Diversity, equity and inclusion HydrogenPro is committed to fostering diversity and inclusion across all operations. The company set a target of achieving at least 25% female representation by 2025. This target was reached, with women representing 25% of the total workforce. Continuous efforts are made throughout our operations to increase gender balance in the workforce, while focusing on competence and expertise. HydrogenPro adheres to the required gender balance in the Board of Directors. HydrogenPro maintains a zero-tolerance policy for discrimination and upholds equal pay for equal work. No incidents of discrimination were reported in 2025. Compensation levels exceed local minimum wage requirements in all operating countries. In 2025, the remuneration ratio of women to men (excluding CEO) was 0.76 in Norway, 0.68 in Denmark, and 0.53 China. These figures are not adjusted for roles, seniority, or other parameters and are therefore somewhat skewed. See detailed numbers in Sustainability Factbook, page 101 . Occupational health and safety At HydrogenPro, the safety and well-being of our employees remain a fundamental priority, reflecting our core belief that safety is our license to operate. Our strategic objective continues to be zero accidents and work-related injuries across all operations. In 2024, HydrogenPro achieved a significant milestone of 365 consecutive days without any lost- time injuries (LTI) across all entities, a performance we proudly sustained into 2025, marking 756 days without an LTI by year-end. The Total Recordable Injury Frequency Rate (TRIFR) improved to 0.664 in 2024, down from previous years, demonstrating the effectiveness of our safety initiatives.No cases of occupational ill-health were reported in 2024 or 2025, underscoring the success of our comprehensive occupational health programs. HydrogenPro’s commitment to robust occupational health and safety management is demonstrated through our ISO certifications. Both HydrogenPro Norway and Tianjin maintain ISO 9001, ISO 14001, and ISO 45001 certifications, with HydrogenPro Norway successfully recertified for all three standards in 2025. These certifications reflect our adherence to internationally recognized best practices in quality, environmental, and occupational health and safety management.
Our proactive approach to hazard identification and risk management includes daily hazard investigations embedded in operational routines, alongside systematic risk assessments. In 2024, we introduced HydrogenPro’s Golden Rules of Safety, which have been fully implemented across all global sites to reinforce safe behaviors and operational discipline.
Safety training remains a cornerstone of our OHS strategy. We have enhanced our training programs to include comprehensive safety examinations and emergency preparedness drills, ensuring all employees are equipped to maintain a safe working environment. Regular “HSE Moments” are integrated into all Town Hall meetings to maintain high safety awareness and foster an open safety culture.
Employee involvement and representation are integral to our OHS governance. In Norway, the Work Environment Committee (WEC), governed by the Norwegian Working Environment Act, continues to provide a platform for employee and employer collaboration on workplace health and safety. The committee meets quarterly, with all documentation accessible through internal quality management systems. Similarly, HydrogenPro Denmark’s Work Environment Organization (WEO) actively engages employees through elected Work Environment Representatives (WERs) who collaborate with management to address health and safety concerns, conduct Workplace Evaluations, and implement action plans with transparent communication via SharePoint and TQM.
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Employee rights and compliance
At HydrogenPro, none of our employees are covered by collective bargaining agreements. Regardless, we respect and support the right of employees to participate in unions in all the countries where we operate. Comprehensive information about employee rights is outlined in our employee handbook, ensuring transparency and awareness across our organization. In cases of operational changes, we ensure strict compliance with local laws, providing timely notice and ensuring fair treatment for all employees. HydrogenPro complies with the Norwegian Working Environment Act and adheres to relevant legislation in all other operating countries. Since 2022, HydrogenPro has been a member of The Federation of Norwegian Industries (Norsk Industri), the largest association within the overall Confederation of Norwegian Enterprises (NHO). This partnership continues to strengthen our commitment to responsible business practices and employee welfare.
Training and development
In 2025, HydrogenPro dedicated approximately 2,871 training hours across the organization, averaging around 33 hours per employee. Training covered areas such as HSE, ethics, IT security, quality management, and role-specific competencies. Employee development is integrated in the annual People Dialogue process, ensuring alignment between business objectives and individual growth. All employees were invited to attend a People Dialogue with their immediate manager and had a completion rate of 100%, for Norway, Germany and Denmark, whilst the rate was 30% for China.
Governance and whistleblowing
HydrogenPro is committed to high ethical standards and an open business culture. In 2024, an external whistleblowing channel was established, enabling employees and external stakeholders to report concerns anonymously to a third party. No reports were received during 2025. Governance structures are supported by the Total Quality Management system, the employee handbook, and annual training on the Code of Conduct and anti- corruption and bribery policies. In China, annual occupational hazard testing and occupational disease examinations are conducted for relevant employees, with results shared transparently to ensure employee awareness and engagement.
HydrogenPro strictly adheres to GDPR regulations, ensuring all personal health data is securely managed and used solely for legitimate occupational health purposes. We maintain a zero-tolerance policy towards discrimination and unfair treatment. No incidents of discrimination or misuse of health data were reported in 2024 or 2025. Employees are encouraged to report any concerns through established channels, supporting an inclusive and respectful workplace environment.
By continuously improving our occupational health and safety management systems, training, and employee engagement, HydrogenPro reaffirms its commitment to safeguarding the health, safety, and well-being of all employees while striving for zero accidents and occupational ill-health in 2025 and beyond. Through these measures, HydrogenPro actively manages occupational health and safety risks linked to its business relationships, ensuring that all workers, regardless of employer, are treated fairly and protected from harm in accordance with our values and legal obligations.
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Consolidated Financial Statements
51 Consolidated Statement of Comprehensive Income 52
53 Consolidated Statement of Financial Position 53
54 Consolidated Statement of Changes in Equity 54
55 Consolidated Statement of Cash Flows 55
56 Notes to the Consolidated Financial Statements 56
Financial Statements
Financial Statements for the Parent Company 79
Statement of Profit and Loss 80
Statement of Financial Position 81
Statement of Changes in Equity 82
Statement of Cash Flows 83
Notes to the Parent Company 84
Statement Pursuant to Section 5-5 of the Norwegian Securities Trading Act 96
Alternative Performance Measures 97
Auditor’s Report 98
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Consolidated Financial Statements and Notes
| NOK ’000 | |||
|---|---|---|---|
| Consolidated Statement of Comprehensive Income | Note | 2025 | 2024 |
| Operating income and operating expenses | |||
| Revenue from contracts with customers | 2.2 | 86 650 | 195 688 |
| Total revenue | 86 650 | 195 688 | |
| Direct materials | 2.3 | 61 285 | 146 967 |
| Gross Profit | 25 364 | 48 722 | |
| Personnel expenses | 2.4 , 2.5 , 7.1 | 137 344 | 144 005 |
| Other operating expenses | 2.6 | 81 077 | 108 900 |
| EBITDA | -193 057 | -204 184 | |
| Depreciation and amortisation expense | 3.1 , 3.2 , 3.3 | 22 409 | 23 265 |
| EBIT | -215 465 | -227 449 | |
| Fair value adjustment for financial instruments (expense) | 3.4 | 18 421 | - |
| Financial income | 2.7 | 2 785 | 30 986 |
| Financial expenses | 2.7 | 24 367 | 3 673 |
| Net financial income and expenses | -40 003 | 27 312 | |
| Profit/(loss) before income tax | -255 468 | -200 138 | |
| Tax Income | 2.8 | 15 874 | - |
| Profit/(loss) for the year | -239 594 | -200 138 | |
| Profit/(loss) attributable to: | |||
| Equity holders of the parent company | -233 115 | -196 063 | |
| Non-controlling interest | -6 479 | -4 074 | |
| Other comprehensive income: | |||
| Items that may be reclassified to profit or loss: | |||
| Exchange difference on translation of foreign operations | -2 731 | 7 027 | |
| Net Other comprehensive income | -2 731 | 7 027 | |
| Total comprehensive profit/(loss) for the year | -242 325 | -193 109 | |
| Total comprehensive profit (loss) for the year attributable to: | |||
| Equity holders of the parent company | -235 846 | -189 035 | |
| Non-controlling interest | -6 479 | -4 074 | |
| Basic earning pr share | 6.4 | -2.64 | -2.87 |
| Diluted earnings pr share | 6.4 | -2.64 | -2.87 |
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Consolidated Statement of Financial Position as of 31 December
| NOK ’000 | Note | 2025 | 2024 | |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | 3.1 | 47 623 | 56 295 | |
| Property, plant and equipment | 3.2 | 116 045 | 88 811 | |
| Right of use assets | 3.3 | 15 622 | 17 283 | |
| Financial investments | 3.4 | 12 095 | 34 060 | |
| Other non-current receivables | 3.4 | 2 093 | 3 500 | |
| Total non-current assets | 193 477 | 199 950 | ||
| Current assets | ||||
| Inventories | 5.1 | 20 691 | 27 509 | |
| Trade receivables | 5.2 | 3 396 | 115 292 | |
| Contract assets | 5.3 | 13 007 | 15 272 | |
| Other receivables | 5.2 | 31 248 | 32 405 | |
| Non-current assets classified as held for sale | 2 717 | - | ||
| Cash and bank deposits | 6.2 | 102 244 | 191 216 | |
| Total current assets | ||||
| :--- | :--- | :--- | :--- | :--- |
| EQUITY AND LIABILITIES | ||||
| EQUITY | ||||
| Share capital | 6.3 | 1 910 | 1 402 | |
| Share premium account | 915 084 | 775 875 | ||
| Other equity contributed | 2.4 | 43 709 | 42 596 | |
| Other equity | -713 405 | -480 273 | ||
| Currency translation difference | 3 670 | 6 400 | ||
| Equity attributable to HydrogenPros shareholders | 250 968 | 346 000 | ||
| Non-controlling interest | -4 117 | 2 362 | ||
| TOTAL EQUITY | 246 851 | 348 362 | ||
| LIABILITIES | ||||
| Non-current lease liabilities | 3.3 | 10 701 | 12 305 | |
| Non-current liabilities | 5.4 | 9 814 | 9 538 | |
| Total non-current liabilities | 20 514 | 21 843 | ||
| CURRENT LIABILITIES | ||||
| Current lease liabilities | 3.3 | 5 778 | 5 651 | |
| Trade creditors | 14 921 | 59 361 | ||
| Contract liabilities | 5.3 | 373 916 | ||
| Public duties payable | 5 134 | 8 558 | ||
| Other current liabilities | 5.4 | 73 208 | 136 952 | |
| Total current liabilities | 99 414 | 211 438 | ||
| TOTAL LIABILITIES | 119 929 | 233 281 | ||
| TOTAL EQUITY AND LIABILITIES | 366 779 581 643 |
Porsgrunn/Oslo 26 March 2026
(All signatures electronically signed)
Asta Ellingsen Stenhagen Chair
Marianne Mithassel Aamodt Board member
Hallvard Hasselknippe Board member
Bjørn Hansen Board member
Haimeng Zhang Board member
Jarle Dragvik CEO
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Consolidated Statement of Changes in Equity
| Equity attributable to HydrogenPro’s shareholders | NOK ’000 | Share capital | Share premium account | Other equity contrib. | Currency translat. difference | Other equity | Equity attrib. to share- holders | Non controlling interest | Total equity |
|---|---|---|---|---|---|---|---|---|---|
| Equity as at 31.12.2023 | 1 266 691 | 796 38 | 558 -625 | -284 221 | 446 774 | 6 438 453 | 212 | Total comprehensive income | |
| Issue of share capital | 136 | 1 508 | 1 644 | 1 644 | |||||
| Private placement | 82 571 | 82 571 | |||||||
| Cost of share-based payment | 4 038 | 6 4044 | 4 044 | ||||||
| Equity as at 31.12.2024 | 1 402 | 775 875 | 42 596 | 6 402 | -480 275 | 345 999 | 2 362 | 348 362 | |
| Total comprehensive income | -2 732 | -233 114 | -235 845 | -6 479 | -242 325 | ||||
| Issue of share capital | 0 | 0 | 0 | ||||||
| Private placement | 508 139 210 | 139 718 | 139 718 | ||||||
| Cost of share-based payment | 1 112 | -17 | 1 096 | 1 096 | |||||
| Equity as at 31.12.2025 | 1 910 | 915 085 | 43 708 | 3 670 | -713 405 | 250 968 | -4 117 | 246 851 |
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Consolidated Statement of Cash Flows
| NOK ’000 | Note | 2025 | 2024 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net Profit / (Loss) before tax | -255 468 | -200 138 | |
| Depreciation & amortisation | 3.1 , 3.2 , 3.3 | 22 214 | 23 265 |
| Interest expensed on lease liabilities | 3.3 | 770 | 1 036 |
| Tax Income | 2.8 | 15 874 | 0 |
| Fair value adjustment of financial instruments | 3.4 | 18 421 | 0 |
| Loss on disposals on property, plant and equipment | 68 | 5 549 | |
| Option cost no cash effect | 2.4 | 1 097 | 4 391 |
| Change in trade receivable and contract assets | 18 889 | 119 870 | |
| Change in inventory | 5.1 | 6 818 | -12 954 |
| Change in trade payable and contract liabilities | -32 404 | -28 533 | |
| Impairment of financial assets | 2 629 | 1 839 | |
| Effect of foreign currency translation | 2 248 | -14 169 | |
| Change in other accruals | 10 919 | 77 987 | |
| Net cash flows from operating activities | -187 924 | -21 857 | |
| Cash flows from investing activities | |||
| Purchases of tangible assets | -34 757 | -25 124 | |
| Net cash flows from investing activities | -34 757 | -25 124 | |
| Cash flows from financing activities | |||
| Principal Repayments of Lease Liabilities | 3.3 | -5 238 | -5 514 |
| Interest paid on lease liabilities | 3.3 | -770 | -1 036 |
| Proceeds from Equity Issue | 139 718 | 84 214 | |
| Net cash flows from financing activities | 133 709 | 77 664 | |
| Cash balance start of period | 191 216 | 160 531 | |
| Net change in cash | -88 972 | 30 685 | |
| Cash balance end of period | 102 244 | 191 216 |
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Note 1.1 Corporate information
HydrogenPro ASA (“the Company”) is a public limited company, incorporated in Norway, headquartered in Porsgrunn and listed on Oslo Stock Exchange, Address headquarters: Hydrovegen 55, 3936 Porsgrunn, Norway. HydrogenPro ASA specializes in designing and supplying large-scale hydrogen production plants in collaboration with global partners and suppliers. The company’s core technology is the alkaline high-pressure electrolyser, enabling efficient and scalable green hydrogen production. Established in 2013 by industry veterans with expertise in electrolysis, HydrogenPro has built a highly skilled engineering team comprising leading industry experts. Leveraging decades of experience in hydrogen and renewable energy, we are committed to delivering innovative and sustainable solutions to drive the global energy transition. Our advanced electrode technology and new design reduce shunt currents, enabling increased production efficiency and a corresponding reduction in specific energy consumption. The new design delivers high efficiency across the entire load range. This is a significant step forward as the cost of electric power, depending on market prices, amounts to 70-90% of the total cost of producing hydrogen. The value of such increased efficiency equals approximately the investment cost. Unlike traditional alkaline systems, our high-pressure units (up to 30 bar) save compression cost and are superbly suited for variable loads from solar panels and wind turbines. Thus, we compare favourably to alternative technologies. We are able to produce hydrogen at a lower cost, without using noble or scarce metals, while using renewable energy sources. HydrogenPro ASA is listed on Oslo Stock Ex-change under the ticker “HYPRO “. The consolidated financial statements of HydrogenPro ASA for the fiscal year 2025 were approved in the board meeting at 26.03.2026.
Note 1.2 Basis of preparation
The consolidated financial statements of HydrogenPro ASA and its subsidiaries (collectively “the Group”, or “HydrogenPro”) comprise consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and related notes. The consolidated financial statements of the Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, as adopted by the EU and the additional requirements of the Norwegian Accounting Act as of 31 December 2025. The consolidated financial statements have been prepared on a historical cost basis and in accordance with the going concern assumption. The consolidated financial statements are presented in Norwegian kroner (“NOK”). For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. HydrogenPro ASA has Norwegian krone (“NOK”) as its functional currency. For presentation purposes, balance sheet items are translated from functional currency to presentation currency by using exchange rates at the reporting date. Items within total comprehensive income are translated from functional currency to presentation currency by applying monthly average exchange rates. The resulting translation differences are recognized in other comprehensive income. All values are rounded to the nearest thousand, unless stated otherwise. Due to rounding differences, some numbers or percentages may not sum precisely to the total.
Note 1.3 Significant accounting judgements, estimates and assumptions
The preparation of the consolidated financial statements in accordance with IFRS, and the application of the chosen accounting policies, require management to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and associated assumptions are based on historical experience and other factors deemed reasonable under the circumstances. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. The accounting policies applied by management, which involve significant estimates, assumptions, or judgments that may have a substantial impact on the amounts recognized in the financial statements, are summarized below:
Revenue recognition from contracts with customers (Note 2.2)
Estimating fair value for share-based payment transactions (Note 2.4)
Value-in-use calculation related to impairment testing of goodwill (Note 3.1)
A detailed description of these significant estimates and assumptions is included in the individual notes referenced above.
Note 1.4 General accounting policies
HydrogenPro has adopted a presentation format where accounting policies, estimates, assumptions, and key judgments are disclosed within the relevant accounting policy note. If not included there, they are provided in the specific notes related to the respective policies. A comprehensive summary of the Group’s general accounting policies, not covered in the specific notes, is presented below:
Consolidation
Subsidiaries are all entities over which the Group has control.
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet dateControl of an entity exists 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date that control ceases. All intra-group assets, liabilities, equity, income, expenses, and cash flows arising from transactions between Group entities are fully eliminated upon consolidation. Where necessary, adjustments are made to subsidiary financial statements to align their accounting policies with those of the Group. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities and other components of equity while any transaction gain or loss is recognised in statement of comprehensive income.
Non-Controlling Interest
Non-controlling interest arises when less than 100% of the interest in an entity is acquired. Non-controlling interest is recognized and measured at the proportional share of net identifiable assets.
Transactions and Balances in Foreign Currency
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in profit or loss.
Notes to the Consolidated Financial Statements
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Leases
The group recognises right-of-use assets and lease liabilities for all lease contracts, except leases that are considered short-term (lease term of 12 months or less), or for which underlying assets are of low value when new.
Right-of-Use Assets
The group recognises right-of-use assets at the lease commencement date. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liabilities, adjusted for any lease payments made at or before the commencement date, and adjusted for initial direct costs and lease incentives received. The right-of-use assets are subsequently depreciated using the straight-line method over the shorter of the lease term or the useful life of the underlying asset. In addition, the right-of-use assets are reduced by any impairment charges and adjusted for certain remeasurements of the lease liabilities.
Lease Liabilities
The group recognises a lease liability at the lease commencement date. The lease liabilities are measured at the present value of future lease payments at the commencement date, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the group’s incremental borrowing rate. HydrogenPro utilises the incremental borrowing rate as the discount rate for virtually all lease agreements.
Lease payments included in the measurement of the lease liabilities comprise the following:
* Fixed lease payments, less any lease incentives received.
* Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made, and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due to changes in an index or rate. The group presents its lease liabilities as separate line items in the consolidated statement of financial position. The group does not act as a lessor. See Note 3.3 for more information.
Share-based Payments
Share-based compensation benefits are provided to employees via the share option plan. Information relating to the options scheme is set out in Note 2.4. The employee option plan is regarded as equity-settled share-based payments. The fair value of options granted under the share option plan is recognised as an employee benefits expense or other operating cost (if it is given to external consultants), with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest, based on the non-market vesting and service conditions. It recognises the impact of the revision to the original estimates, if any, in profit or loss, with a corresponding adjustment to equity. For further information, refer to Note 2.4(Personnel Expenses).
Employer’s Social Security Contribution
Employer’s social security contribution in Norway is calculated based on the intrinsic value at the reporting date. The provision fluctuates with factors such as the number of active options, the timing of their exercise, and the share price. For further details regarding the share option program, refer to Note 2.4.
Income Tax
The tax expense in the consolidated statement of comprehensive income consists of the tax payable and changes to deferred tax. Deferred tax assets and liabilities are calculated on all differences between the book value and tax value of assets and liabilities, with the exception of:
* Temporary differences linked to goodwill that are not tax deductible.
* Temporary differences related to investments in subsidiaries, associates, or joint ventures, where the Group controls when the temporary differences are to be reversed, and this is not expected to take place in the foreseeable future.
Deferred tax assets are recognised when it is probable that the company will have sufficient profit in the future to utilise the deferred tax asset. The company recognises previously unrecognised deferred tax assets to the extent that it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that it no longer regards it as probable that it can utilise the deferred tax asset. Deferred tax and deferred tax assets are measured based on the expected future tax rates applicable to the companies in the Group where temporary differences have arisen. Deferred tax and deferred tax assets are recognised at their nominal value and classified as non-current assets and/or current liabilities in the consolidated statement of financial position. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions. Deferred tax liabilities and assets are offset if:
* The entity has a legally enforceable right to set off current tax liabilities and assets; and
* The deferred tax liabilities and assets relate to income taxes levied by the same authority on either the same taxable entity or on different taxable entities, but these entities intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realised simultaneously.
See Note 2.8 for tax.
Property, Plant, and Equipment
Property, plant, and equipment are measured at cost less accumulated depreciation and any impairment losses. Depreciation is calculated on a straight-line basis over the expected useful lives of the assets, which are estimated to be between 5 to 10 percent for plant and machinery and Moveable assets. If there are indications of impairment, an impairment test is conducted to determine the recoverable amount. When an asset is sold or disposed of, any difference between the sale proceeds and the carrying amount is recognized as a gain or loss in the income statement The depreciation period and method are assessed each year.
Assets Under Construction
Assets under construction are classified as non-current assets and recognised at cost until the production or development process is completed. Assets under construction are not depreciated until the asset is brought into use.
Intangible Assets
Goodwill
Goodwill acquired through business combinations is included in intangible assets. Goodwill is recorded at cost less accumulated impairment losses and is subject to annual impairment testing, or more frequently if events or changes in circumstances indicate that it might be impaired.
Research and Development
Research costs related to internal projects are recognised in profit or loss as incurred.# Development costs are capitalised only if the expenditure attributable to the intangible asset can be measured reliably and there is an intention and ability to complete and make the intangible asset commercially available for sale or for own use, which will generate probable future economic benefits. If the conditions for capitalisation are not met, the costs are recognised in profit or loss as incurred. Subsequent to initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.
Patents, Licenses, and Technology
Patents, licenses, and technology acquired are measured at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation Methods
Refer to Note 3.1 for details about amortisation methods.
Government Grants
Government grants are recognised when it is reasonably certain that the group will meet the conditions stipulated for the grants and that the grants will be received. Government grants related to the construction of an asset are recognised as a reduction of the acquisition cost. Grants related to R&D projects that are expended are recognised as a reduction of cost.
Financial Instruments
The Group’s financial instruments include a range of assets and liabilities that arise from its operational and investment activities. Financial assets primarily consist of other non-current receivables, trade receivables, cash, and bank deposits, while financial liabilities include non-current lease liabilities, trade and other payables, and current lease liabilities. Financial investments classified at amortized cost is entirely related to the convertible loan to DG Fuel (See Note 3.4). These financial instruments are recognized in the statement of financial position when the Group enters into the contractual terms of the instrument. Financial assets are initially recognized at fair value and subsequently measured based on their classification, with trade receivables subject to an expected credit loss assessment. Financial liabilities are recorded at amortized cost unless designated otherwise. Further details on the carrying amounts, valuation methods, and key risk exposures, including credit, liquidity, and market risks, are provided in Note 6.1(Financial Instruments).
Measurement of Financial Instruments
Financial instruments are measured either at amortized cost or at fair value through profit or loss, depending on the Group’s business model and the characteristics of the financial asset. Financial investments are classified at amortized cost when the Group’s objective is to hold the assets to collect contractual cash flows, provided these cash flows consist solely of principal and interest. If these criteria are not met, the investments are measured at fair value through profit or loss.
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
For financial investments measured at fair value through profit or loss, valuation follows the fair value hierarchy:
Level 1:Valuation based on quoted market prices in active markets for identical financial instruments.
Level 2: Valuation derived from observable inputs, such as comparable asset prices or market interest rates, when quoted prices are not available.
Level 3: Valuation based on unobservable inputs, including internal models or assumptions when market data is limited or unavailable.
The classification of the Group’s financial investments within this hierarchy is detailed in Note 3.4.
Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method, ensuring a systematic allocation of transaction costs and interest expenses over the liability’s term.
Cash and Bank Deposits
Cash includes cash on hand and at the bank. Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.
Equity
Financial instruments are classified as liabilities or equity in accordance with the underlying economic realities. Interest, dividends, gains, and losses relating to a financial instrument classified as a liability will be presented as an expense or income. Amounts distributed to holders of financial instruments classified as equity will be recorded directly in equity.
Cost of Equity Transactions
Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses.
Translation Differences
Translation differences arise in connection with exchange rate differences of consolidated foreign entities. Exchange rate differences in monetary amounts (liabilities or receivables) that are, in effect, part of a company’s net investment in a foreign entity are also included as translation differences.
Provisions
The Group recognises a provision when it has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount can be reliably estimated. If some or all of a provision is expected to be reimbursed, such as under an insurance contract or due to recourse from a supplier, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. When the effect of the time value of money is material, provisions are measured at the present value of the expected future cash outflows, discounted using a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount due to the passage of time is recognised in the statement of profit or loss as an interest expense.
Onerous Contracts
An onerous contract is defined as a contract where the unavoidable costs of meeting the contractual obligations (i.e., the lower of the cost of fulfilling the contract or the costs arising from failing to fulfil it) exceed the economic benefits expected to be received. For contracts identified as onerous, the present obligation under the contract is recognised as a provision and measured accordingly.
Going Concern
The consolidated financial statements are prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS). Management has assessed the Group’s liquidity, expected cash flows, and relevant market conditions for at least twelve months from the date of approval of these financial statements. Further details on the going concern assessment and related uncertainties are provided in Note 8.1Going Concern.
Note 2.1 Operational segments
Operating segments are identified based on the internal reports regularly reviewed by the Chief Operating Officer (CEO) to allocate resources and assess segment performance. For the HydrogenPro Group, the business is considered a single operating segment. This treatment is consistent with the internal reporting provided to the CEO and reflects the Group’s integrated approach to managing its operations.
Intangible assets, property plant and equipment and and right of use assets by geography – 2025 NOK ’000
| Intangible assets | Property, pland and equipment | Right of use assets | |
|---|---|---|---|
| Norway | 2 348 | 14 488 | 4 242 |
| Europe | 23 028 | 73 562 | 4360 |
| Asia Pacific | 22 246 | 27 995 | 7 020 |
| Carrying amount at 31.12.2025 | 47 622 | 116 045 | 15 622 |
Intangible assets, property plant and equipment and and right of use assets by geography – 2024 NOK ’000
| Intangible assets | Property, pland and equipment | Right of use assets | |
|---|---|---|---|
| Norway | 4 697 | 11 132 | 5 986 |
| Europe | 27 564 | 39 486 | 1114 |
| Asia Pacific | 24 034 | 38 193 | 10 183 |
| Carrying amount at 31.12.2024 | 56 295 | 88 811 | 17 283 |
Note 2.2 Revenue from contracts with customers
Revenue Recognition
The revenue of HydrogenPro arises from the sale of hydrogen electrolyser systems and related engineering services, including installation, commissioning, and long-term service agreements. HydrogenPro also earns revenue from licensing its intellectual property, which includes both license fees and royalty income. The group’s revenues result from the sale of goods or services and reflect the consideration to which the group is, and expects to be, entitled. IFRS 15 requires the group to assess revenue recognition based on a five-step model. For its customer contracts, the group identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) the performance obligations are satisfied. Revenue recognition is determined on a contract-by-contract basis by evaluating the terms and performance obligations specified in each contract. Based on the specific contract and its obligations, revenue under IFRS 15 is either recognized at a point in time or over time.Revenue is recognized over time using the method that best depicts the pattern of the transfer of control. The method applied is the cost-to-cost input method to determine the percentage of completion. This method includes adjustments for time and goods delivered to the customer. Contract costs are expensed as incurred.
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
The Group applied the following judgments, which significantly affect the determination of the timing of revenue recognition and the amounts of revenue in contracts with customers:
Performance Obligations
Under IFRS 15 Revenue from Contracts with Customers, HydrogenPro ASA identifies the following distinct performance obligations in its contracts with customers:
Sale of Hydrogen Electrolyser Systems: HydrogenPro commits to delivering high-pressure alkaline electrolysers for large-scale hydrogen production. Control of the electrolysers transfers to the customer upon delivery or as specified in the contract (e.g., FOB shipping point or upon site acceptance). Revenue is recognized at a point in time when the customer obtains control.
Front-End Engineering Design (FEED) Services: HydrogenPro provides FEED services, assisting customers with project planning, system design, and feasibility assessments. These services are typically classified as distinct performance obligations under IFRS 15. When FEED services are delivered as part of a structured project, revenue is recognized over time using the cost-to-cost input method, reflecting project progress. For contracts where FEED services are billed on an hour-by-hour basis, revenue is recognized at a point in time, based on actual hours delivered. Each FEED contract is assessed to determine the appropriate revenue recognition method, ensuring compliance with IFRS 15 and reflecting the transfer of value to the customer.
Engineering, Procurement, and Construction (EPC) Services: HydrogenPro provides engineering, installation, and commissioning services as part of turnkey projects. These services are combined with the sale of electrolysers as a bundled contract. Revenue is recognized over time using the percentage-of-completion method if the services create or enhance an asset the customer controls. Percentage of completion is calculated using the cost-to-cost input method. This method includes adjustments for time and goods delivered to the customer. Contract costs are expensed as incurred.
License and Royalty Revenue
HydrogenPro provides customers with licenses to its intellectual property. License revenue is recognized at the point in time when control of the intellectual property transfers to the customer, which typically occurs upon delivery of the licensed IP. HydrogenPro also earns royalties based on the customer’s subsequent sales or usage of the licensed IP. Royalty revenue is recognized in accordance with the sales- or usage-based royalty guidance in IFRS 15 and is recorded when the customer’s production or usage occurs and the related amounts become reportable.
Long-Term Service Agreement Contracts
HydrogenPro offers long-term maintenance, operational support, and spare parts supply for installed electrolysers. Revenue is recognized over time as services are performed, typically on a straight-line basis or based on usage metrics.
Variable Consideration
Some contracts with customers include performance-based incentives, such as efficiency guarantees, as well as penalties, such as liquidated damages (LDs) for delays or underperformance. These elements create variable consideration, which must be estimated to ensure accurate revenue recognition. HydrogenPro ASA estimates variable consideration using the most likely amount method. This estimation is subject to a constraint to ensure that revenue is only recognized to the extent that it is highly probable that no significant reversal will occur when uncertainties are resolved.
Performance-Based Incentives: If a contract includes incentives for meeting specific performance targets (e.g., efficiency, uptime, or production capacity), the expected revenue is adjusted based on the likelihood of achieving these targets.
Liquidated Damages (LDs)
LDs are pre-defined penalties imposed for breaches of contract, most commonly related to delays in project completion. In contracts with customers, LDs typically arise when project milestones or deadlines are not met. In contracts that include liquidated damages (LDs), the fixed transaction price is initially determined by the maximum possible LD amount. Any amounts exceeding this fixed price represent variable consideration. Variable consideration from LDs can only be included in the transaction price if it is highly probable that the amount will not result in a significant revenue reversal once the uncertainty is resolved. The assessment of variable consideration is judgmental and based on factors such as historical data, contractual obligations, client relationships, and the status of ongoing negotiations.
Timing of revenue recognition
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue recognised over time | 16 354 | -744 |
| Revenue recognised at point in time | 70 296 | 196 432 |
| Total revenue | 86 650 | 195 688 |
In 2024, negative revenue recognition was impacted by the reversal of NOK 21 million in revenue recognized in the first quarter, related to a customer contract. The project adheres to the percentage of completion (POC) accounting principle, where revenue recognition is based on incurred versus estimated costs. The reversal reflects additional estimated costs associated with the replacement of delivered components, resulting in a lower POC.
Major Products and Services
The group generates revenue from customer contracts from four principal sources: i) Hydrogen Electrolyser Systems, ii) FEED Services, iii) License and Royaltyiv) Long-Term Service Agreements Contracts. Revenue from hydrogen electrolyser systems arises from both the sale of standalone equipment and from deliveries made as part of larger EPC contracts.
Major Products and Services
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Revenue from sale of electrolyser system | 63 307 | 192 799 |
| Revenue from EPC Contracts | 16 354 | -6 930 |
| Revenue form sale of Feed and case-studies | 1 404 | 6 186 |
| License & Royalty Revenue | 1 729 | - |
| Other revenue | 3 856 | 3 633 |
| Total revenue | 86 650 | 195 688 |
The group has not recognized revenue from Long-Term Service Agreements Contracts in 2025 or 2024.
Major Customer
The Group’s revenue for 2025 was significantly concentrated with two major customers, Andritz AG and Mitsubishi Power America Inc., which together accounted for 95% of total revenue. In the prior year, revenue was similarly concentrated, with Andritz AG representing 99% of total revenue in 2024. This reliance on one or two key customers results in a concentration of credit and market risk, which the Group monitors as part of its risk-management processes. Mitigating actions undertaken in 2025 included, among other initiatives, the establishment of new partnerships aimed at broadening the customer base.
Primary geographical markets
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Norway | - | - |
| Europe | 37 498 | 196 853 |
| America | 45 876 | -5 551 |
| Asia Pacific | 3 276 | 4 386 |
| Total revenue | 86 650 | 195 688 |
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Performance Bonds
As part of its contractual agreements, the Group is required to provide guarantees or bonds to customers to secure contractual milestones. In 2024, HydrogenPro issued an irrevocable and unconditional performance bond amounting to EUR 1.9 million (NOK 22.7 million) in relation to one of its contracts. The bond was issued under a bond facility provided by Atradius. As of 31 December 2025, no drawings have been made against the bond. The Group monitors its exposure under these guarantees as part of its ongoing risk assessment processes.# Order Backlog
The performance obligations in the Group’s contracts with customers vary in duration, with some contracts having performance obligations that are expected to be completed within a few months, while others, such as maintenance contracts, can extend up to ten years. These varying contract durations reflect the nature of the services and products provided by the Group, with longer-term obligations typically associated with maintenance and ongoing service agreements. The order backlog as of December 31, 2025, was NOK 275 million (2024: NOK 305 million). The order backlog in delivery of electrolyser systems and long-term service agreements contracts is NOK 80 million and NOK 195 million, respectively. The transaction price allocated to the remaining performance obligations is illustrated in table below:
| NOK ’000 | 2026 | 2027 | 2028 or later | Total |
|---|---|---|---|---|
| Backlog As of 31.12.2025 | ||||
| Partly unsatisfied performance obligations | 80 | 152 | - | - |
| Unsatisfied performance obligations | - | 19 | 453 | 175 074 |
| Total Backlog | 80 152 | 19 453 | 175 074 | 274 678 |
The unsatisfied performance obligation as of December 2025 is exclusively linked one Long-Term Service Agreements Contracts.
| NOK ’000 | 2025 | 2026 | 2027 or later | Total |
|---|---|---|---|---|
| Backlog As of 31.12.2024 | ||||
| Partly unsatisfied performance obligations | 85 923 | - | - | 85 923 |
| Unsatisfied performance obligations | - | 21 912 | 197 209 | 219 121 |
| Total Backlog | 85 923 | 21 912 | 197 209 | 305 044 |
Note 2.3 Direct material
Direct material consists of raw materials and components for project delivery. Direct materials are recognized as inventories when they are purchased and held for future use. They are measured initially at cost, which includes the purchase price (including import duties, taxes, and freight costs) and handling and other costs directly attributable to bringing the materials to their current location and condition. When these materials are used in production or project delivery and revenue is recognized, the cost of these materials is matched with revenue in the period in which they contribute to the revenue generation.
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Direct materials | 60 658 | 145 915 |
| Handling and freight expense | 627 | 1 052 |
| Total direct materials | 61 285 | 146 967 |
Note 2.4 Personnel expenses
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Salaries | 112 789 | 116 297 |
| Social security contribution | 10 106 | 8 941 |
| Option expenses | 1 112 | 3 863 |
| Pension expenses defined contribution plans | 8 013 | 7 766 |
| Other personnel expenses | 5 324 | 7 138 |
| Total salaries and personnel expenses | 137 344 | 144 005 |
Option cost related to hired personnel are expensed as other operating expenses.
Average number of full time employees FTE
| 2025 | 2024 | |
|---|---|---|
| Norway | 35.1 | 38.7 |
| Europe | 21.2 | 13.7 |
| China | 68,6 | 104.1 |
| America | - | 2.0 |
| Total | 124.9 | 158.5 |
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Shareholder Option Plan
The Company has a share option program that covers certain employees in senior positions, some other employees, board members, and guarantors. Under the plan, granted options generally vest over a period of three years according to a predetermined schedule. Once vested, these options can be exercised, with a deadline for exercise set at four years from the grant date. The vesting of options is contingent upon continued employment or association with the Company during the vesting period. The purpose of the Company’s share option program is to attract and retain key personnel. The fair value and annual costs of the options are determined using the Black-Scholes model and are expensed over the vesting period. For the year 2025, the fair value calculation of the options, based on the Black-Scholes model, includes input factors such as the risk-free interest rate, volatility factor, and share price at the grant date. The calculated fair value of the individual options at grant date is then recognized and distributed over the vesting period in accordance with the vesting schedule. Employer’s social security contributions are accrued on a quarterly basis and become payable upon exercise of the options. These provisions are estimated based on the intrinsic value of the options, multiplied by the applicable social security tax rate. The total expense recognized for the share-based programs in 2025, excluding social security contributions, amounted to NOK 1.1 million (2024: NOK 3.7 million). The total accrued social security contribution as of 31 December 2025 was NOK 0. The total accumulated cost related to share-based payments, including both option-related expenses and accrued social security contributions, was NOK 43.7 million (2024: NOK 42.6 million).
Options to leading employees and Board of Directors
2025
| NOK’000 | Quantity | Quantity | Cost for the period | |||
|---|---|---|---|---|---|---|
| 01.01.25 | Granted in period | Expired in period | Exercised in period | 31.12.25 | ||
| Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 098 |
| Martin Thanem Holtet | 150 000 | - | 150 000 | - | - | - |
| Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 91 |
| Tormod Kløve | 50 000 | - | - | - | 50 000 | 51 |
| Jan Henrik Kulhefelt | 50 000 | - | - | - | 50 000 | 1 |
| Erik Christian Bolstad | 100 000 | - | 100 000 | - | - | - |
2024
| NOK’000 | Quantity | Quantity | Cost for the period | |||
|---|---|---|---|---|---|---|
| 01.01.24 | Granted in period | Expired in period | Exercised in period | 31.12.24 | ||
| Jarle Dragvik | 400 000 | - | - | - | 400 000 | 1 705 |
| Erik Christian Bolstad | 100 000 | - | - | - | 100 000 | 18 |
| Martin Thanem Holtet | 150 000 | - | - | - | 150 000 | 8 |
| Cathrin Brezeg | 50 000 | - | - | - | 50 000 | 223 |
| Tormod Kløve | 50 000 | - | - | - | 50 000 | 212 |
| TM Holding (Terje Mikalsen) | 163 005 | - | - | - | 163 005 | 192 |
Total costs and Employer’s social security contribution for the year
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Total cost | 1 112 | 3 710 |
| Total Social security contribution | - | - |
Granted instruments
There were no instruments granted in either 2025 or 2024.
Quantity and weighted average prices
| 01.01.2025 - 31.12.2025 | 01.01.2024 - 31.12.2024 | |
|---|---|---|
| Number of instruments | Weighted aver. strike price | |
| Outstanding OB | 4 869 637 | 13.93 |
| Granted | - | - |
| Exercised | - | - |
| Released | - | - |
| Adjusted | - | - |
| Performance Adjusted | - | - |
| Cancelled | -11 000 | 17.00 |
| Terminated | -4 283 637 | 13.00 |
| Expired | - | - |
| Outstanding CB | 575 000 | 20.82 |
| Vested CB | 308 333 | 20.52 |
[Navigation Links: ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT]
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Outstanding Instruments Overview – 2025
| Outstanding Instruments | Strike price | Number of instruments | Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2025 | Vested Instruments | Strike price |
|---|---|---|---|---|---|---|---|
| 17.00 | 25 000 | 1.17 | 17.00 | 25 000 | |||
| 17.16 | 50 000 | 0.17 | 17.16 | 50 000 | |||
| 18.20 | 50 000 | 0.87 | 18.20 | 50 000 | |||
| 20.95 | 400 000 | 3.61 | 20.95 | 141 666 | |||
| 28.00 | 50 000 | 1.50 | 28.00 | 41 667 | |||
| 575 000 | 308 333 |
Outstanding Instruments Overview – 2024
| Outstanding Instruments | Vested Instruments | Number of instruments | Weighted Average remaining contractual life | Weighted Average Strike Price | Vested Instruments 31.12.2024 | WeightedAverage Strike Price |
|---|---|---|---|---|---|---|
| 7.00 | 2 745 383 | 0.66 | 7.00 | 2 745 383 | ||
| 16.80 | 206 250 | 0.84 | 16.80 | 206 250 | ||
| 17.00 | 36 000 | 2.17 | 17.00 | 21 000 | ||
| 17.16 | 50 000 | 1.17 | 17.16 | 46 877 | ||
| 17.24 | 251 745 | 0.80 | 17.24 | 251 745 | ||
| 17.66 | 159 584 | 0.75 | 17.66 | 159 584 | ||
| 18.20 | 50 000 | 1.87 | 18.20 | 38 542 | ||
| 18.78 | 150 000 | 0.17 | 18.78 | 150 000 | ||
| 20.65 | 100 000 | 0.67 | 20.65 | 100 000 | ||
| 20.95 | 400 000 | 4.61 | 20.95 | 41 666 | ||
| 26.15 | 526 925 | 0.39 | 26.15 | 526 925 | ||
| 28.00 | 50 000 | 2.50 | 28.00 | 25 001 | ||
| 32.45 | 68 750 | 0.34 | 32.45 | 68 750 | ||
| 66.00 | 75 000 | 0.09 | 66.00 | 75 000 | ||
| 4 869 637 | 4 456 723 |
Note 2.5 Pensions
Pension Plans
The Group’s Norwegian companies operate defined contribution pension plans in accordance with the Pension Act of Norway. These plans cover all employees with salary between 0 G and 12 G of the Norwegian National Insurance base amount (G). The contribution rate is 7% of salary up to 7.1 G and 15% of salary between 7.1 G and 12 G. Employees have the ability to influence the investment management of their pensions through an agreement with Gjensidige AS. Pension contributions are expensed as incurred, and the Group has no further obligation once the contributions are paid.Prepaid contributions are recognized as an asset to the extent that a cash refund or reduction in future payments is available. As of 31 December 2025, the total expense recognized for the Norwegian defined contribution plans during the year was NOK 3.9 million (2024: NOK 2.9 million). The parent company operates pension plans that comply with statutory requirements in Norway. Foreign subsidiaries maintain pension plans that meet the legal and regulatory requirements of their respective countries. These pension plans are defined contribution in nature and are accounted for in accordance with IAS 19. For all defined contribution plans, the Group recognizes expenses in the period the contributions are made, with no additional obligations.
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Employees covered by the scheme | 97 | 138 |
| Contribution recognised as expense | 8 013 | 7 766 |
| Contribution to CEO | 147 | 110 |
62 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 2.6 Other operating expenses
| Other operating expenses | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Rental and leasing expenses | 9 315 | 8 995 |
| Repair and maintenance expenses | 10 816 | 19 993 |
| Consultancy fees and external personnel | 40 547 | 52 973 |
| Travel expenses | 6 707 | 10 659 |
| Provision bad debts | 2 259 | 236 |
| Waranties | 894 | 5 509 |
| Reversal of provisions | - | -5 603 |
| Grants | -4 477 | -8 232 |
| Other operating expenses | 15 016 | 24 371 |
| Total operating expenses | 81 077 | 108 900 |
Grant Income
The Company has received grants for its research and development activities during the year. In accordance with IAS 20, grant income is recognized as a reduction in the related research and development expenses. The amount of grant income recognized for the year 2025 is NOK 4.5 million (2024: NOK 8.2 million), which has been deducted from the related R&D expenses in the statement of profit or loss.
Fees to the group auditors
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Statutory audit | 3 328 | 3 335 |
| Other assurance services | 670 | 50 |
| Other non-assurance services | 492 | 63 |
| Total | 4 490 | 3 448 |
Fees to other auditors elected by subsidiaries
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Statutory audit | - | 900 |
| Other assurance services | - | 166 |
| Other non-assurance services | - | 93 |
| Tax consultant services | - | 15 |
| Total | - | 1 174 |
The Group auditor, who also serves as the auditor for the subsidiaries, was the appointed auditor for both 2024 and 2025 financial years.
Note 2.7 Financial income and expenses
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest income | 2 724 | 4 379 |
| Net foreign exchange gain | 0 | 26 122 |
| Other financial income | 61 | 484 |
| Total financial income | 2 785 | 30 986 |
| Other interest expenses | 75 | 72 |
| Interest expense lease liabilities | 770 | 1 036 |
| Net foreign exchange losses | 20 559 | 0 |
| Impairment of financial assets | 2 629 | 1 839 |
| Other financial expenses | 333 | 726 |
| Total financial expenses | 24 367 | 3 673 |
63 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 2.8 Income tax
| Income tax expense for the year | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Income tax payable (+) /receivable (-) | -15 874 | - |
| Changes in deferred tax | - | - |
| Total income tax expense | -15 874 | - |
Following the submission of the 2024 annual accounts, the Company prepared and submitted its tax return, which included applications for tax refunds under the Skattefunn incentive scheme in Norway and the Tax Credits scheme in Denmark. As a result, there is a difference of NOK 3.8 million (Denmark) and NOK 0.2 million (Norway) between the tax return and the 2024 annual accounts. These tax credits were approved and received in 2025 and are therefore recognized in the 2025 annual accounts. Management has also assessed and accrued an additional tax credit under the Danish Tax Credits scheme amounting to DKK 7.5 million (equivalent to NOK 11.9 million), based on the assessment that this amount relates to tax credits earned on or before 2025 and is expected to be received in 2026.
| Basis for income tax expense | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Loss before taxes | -255 468 | -200 138 |
| Non-deductible expenses | 9 238 | 17 486 |
| Transaction cost related to issue of shares | - | - |
| Currency translation and other differences | - | - |
| Changes in temporary differences | -172 609 | -199 700 |
| Basis for tax payable | -418 839 | -382 351 |
| Reconciliation of tax expense to Norwegian nominal statutory tax rate | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Loss before taxes | -255 468 | -200 138 |
| Tax income benefit (expense) at the Company's domestic tax rate (22%) | -56 203 | -44 030 |
| Tax effect of: | ||
| Non-deductible expenses | 2 032 | 3 847 |
| Transaction cost related to issue of shares | - | - |
| Effect of Norwegian vs Foreign tax rates | -572 | -549 |
| Change in not recognised deferred tax assets | 54 742 | 40 732 |
| Tax expense | - | - |
| Effective tax rate | 0% | 0% |
| Overview temporary differences – basis for deferred tax asset | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Intangible assets | 23 028 | 24 487 |
| Property, Plant and Equipment | 765 | -1 399 |
| Right of use assets | 19 112 | 17 283 |
| Current receivables | -9 311 | -2 243 |
| Financial investments | 18 176 | 4 622 |
| Production contracts | -45 673 | -10 939 |
| Lease liability | -20 354 | -17 956 |
| Provisions | -32 380 | -88 153 |
| Inventories | -7 014 | -5 979 |
| Amortized Start-Up Costs - United States | -10 223 | -8 724 |
| Tax loss carry forwards | -549 137 | -387 752 |
| Total | -649 363 | -476 754 |
At the end of 2025, the Company has capitalized start-up costs amounting to USD 1 million (equivalent to NOK 10.2 million as of 31.12.2025) for its operations in the United States. These costs are treated as deferred tax assets as it is expected that that they will be deductible for tax purposes. Under US tax regulations, these start-up costs are not deductible in the year incurred but are amortized over a 15-year period once the Company has commenced active trade or business with the intent to generate a profit. Until such time, these costs remain deferred and are carried forward for future tax deduction. The corresponding amount at the end of 2024, amounted to USD 768,392 (equivalent to NOK 8.7 million as of 31.12.2024).
| Tax effects of temporary differences | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Intangible assets | 5 066 | 5 387 |
| Property, Plant and Equipment | 168 | -308 |
| Right of use assets | 4 205 | 3 802 |
| Currrent receivables | -2 048 | -494 |
| Financial investments | 3 999 | 1 017 |
| Production contracts | -10 048 | -2 406 |
| Lease liability | -4 478 | -3 950 |
| Provisions | -7 124 | -19 394 |
| Inventories | -1 543 | -1 315 |
| Amortized Start-Up Costs - United States | -2 249 | -1 919 |
| Tax loss carry forwards | -120 810 | -85 306 |
| Total | -142 860 | -104 886 |
64 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Temporary differences not recognised as deferred tax assets/liabilities | 5 066 | 5 387 |
| Deferred tax assets | 137 794 | 99 499 |
| Deferred tax not recognised in the Statement of financial position | 137 794 | 99 499 |
| Deferred tax in the Statement of financial position | - | - |
The majority of the deferred tax asset is related to loss carry forward.As of 31 December 2025, it is considered not likely that the tax loss carry forward will be utilised in the near future, therefore the deferred tax assets is not capitalised.
Tax losses carry forward by country
| NOK ’000 | 2025 | 2024 |
| :--- | :--- | :--- |
| Norway | -450 836 | -299 625 |
| Denmark | -26 589 | -61 920 |
| China | -64 958 | -26 209 |
| Germany | -6 754 | - |
| Balance as of 31.12 | -549 137 | -387 752 |
At the end of 2025, HydrogenPro had tax loss carry forwards of NOK 549 million (2024: NOK 388 million), of which NOK 484 million (2024 NOK 362 million) has no expiration date. The remaining tax loss carryforwards, which have an expiration date, will expire between 2027 and 2030. The Group operates in jurisdictions that have enacted new global minimum top-up tax legislation. Following an assessment of potential exposure, the Group does not expect a material impact from this legislation. HydrogenPro has applied the temporary mandatory relief from deferred tax accounting for the impact of the top-up tax, meaning the Group does not recognize or disclose deferred tax assets or liabilities related to the global minimum tax.
Note 3.1 Intangible assets
| NOK ’000 | Technology Development Cost | Goodwill | 2025 Total |
|---|---|---|---|
| Accumulated cost | |||
| 01.01.2025 | 45 940 | 11 741 | 24 034 |
| Exchange differences | 116 | 0 | -1 788 |
| Accumulated cost 31.12.2025 | 46 056 | 11 741 | 22 246 |
| Accumulated amortization | |||
| 01.01.2025 | 18 377 | 7 045 | 0 |
| Amortization for the year | 4 560 | 2 348 | 0 |
| Exchange rate differences | 92 | 0 | 0 |
| Carrying amount at 31.12.2025 | 23 028 | 2 349 | 22 246 |
| Expected useful life | 10 years | 5 years | |
| Amortization method | Linear | Linear |
| NOK ’000 | Technology Development Cost | Goodwill | 2024 Total |
|---|---|---|---|
| Accumulated cost | |||
| 01.01.2024 | 41 366 | 11 741 | 21935 |
| Exchange differences | 4 574 | 0 | 2 099 |
| Accumulated cost 31.12.2024 | 45 940 | 11 741 | 24 034 |
| Accumulated amortization | |||
| 01.01.2024 | 12 414 | 4 697 | 0 |
| Amortization for the year | 4 527 | 2 348 | 0 |
| Exchange rate differences | 1436 | ||
| Carrying amount at 31.12.2024 | 27 564 | 4 697 | 24 034 |
| Expected useful life | 10 years | 5 years | |
| Depreciation method | Linear | Linear |
65 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Goodwill
For the purposes of impairment testing, goodwill has been allocated to the following cash-generating units (“CGUs”):
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| HydrogenPro Tianjin CO Ltd | 22 246 | 24 034 |
| Total | 22 246 | 24 034 |
The CGUs to which goodwill has been allocated are tested for impairment at least annually, or more frequently if there are indicators of potential impairment. Impairment testing is performed using the value-in-use approach, determined by discounting expected future cash flows of the CGUs. Impairment losses are recognized for assets in CGUs where the recoverable amount (the higher of fair value, less costs to sell and value-in-use) is lower than the carrying amount of the CGU. The discounted cash flow analysis is based on management’s forecasts for the period 2026 to 2030, incorporating revenue from signed contracts, identified prospects, and other expected future income sources. Management has determined that the value-in-use calculation for HP Tianjin is particularly sensitive to three key assumptions: the utilization of available production capacity (volume), the discount rate applied, and the expected EBITDA margin. Estimated future cash flows are discounted to their present value using a discount rate derived using the Capital Asset Pricing Model (CAPM). The asset beta is based on industry data, while the risk-free rate is based on a Chinese 10-year government bond. The discount rate is applied without adjustment for lease liabilities. An effective tax rate of 25% is applied in the discounted cash flow calculation. In estimating revenue growth and EBITDA margins, management has utilized forecasts based expected future income from a qualified pipeline, and current production capacity. Sensitivity analyses have been performed on the key assumptions used in the value-in-use calculation. These analyses include changing various assumptions to reflect alternative market conditions. The sensitivity analysis focuses on the impact of changes in the EBITDA margin, discount rate, and utilization of available capacity. The recoverable amounts resulting from all sensitivity analysis scenarios exceed the carrying amounts for the CGUs.
The Weighted Average Cost of Capital (WACC) used in the impairment testing of goodwill is as follows:
| CGU | 2025 | 2024 |
|---|---|---|
| HydrogenPro (Tianjin) Co. Ltd. | 22.0% | 20.6 |
HydrogenPro Tianjin Co. Ltd. is assumed to achieve a steady state in 2030, with a long-term growth rate of 2.0%. HydrogenPro has performed its annual impairment test as of December 2025. The recoverable amounts of the CGU exceed the book values in the goodwill impairment testing, and, as a result, no impairment losses have been recognized for the year 2025.
Technology
The Technology cost corresponds to the acquisition of the subsidiary HydrogenPro Aps (formerly Advance Surface Plating ApS). The useful lifetime of the asset is expected to be 10 years. The acquisition date was 22nd December 2020, and depreciation commenced from January 2021.
The Group has assessed the carrying value of the development costs as of 31 December 2025 and has concluded that the carrying value remains intact. This conclusion is based on the following factors:
* Technical feasibility: The Group has assessed the technical feasibility of developing the product for sale and has determined its intention and ability to complete and sell the product. The Group has invested in a new production line which is expected to expand the existing production capacity significantly. This is the second production line since the acquisition in 2020. The Group has sufficient resources available to continue the development of the technology. This includes both technical expertise and allocated research funds for large-scale testing. The Group has performed calculations based on expected earnings for HydrogenPro Aps to support the carrying value.
Research costs were expensed as incurred, as only development costs that meet the criteria in IAS 38 are capitalized. The total research costs expensed in 2025 amount to NOK 36.3 million (2024: NOK 15.4 million).
Capitalized Development Cost
As of 31 December 2025, the Group has capitalized NOK 11.7 million related to the development of structured ITB (Invitation to Bid) documentation. This documentation serves as a strategic tool in HydrogenPro’s Supply Chain Strategy, supporting the procurement of electrolyzer components. The ITB documentation facilitates competitive supplier bidding on key sub-supply packages. The ITB documentation process was initiated in the second half of 2020 and completed by the end of 2021, establishing a framework for future projects. The related costs were capitalized in accordance with IAS 38 as they met the recognition criteria for intangible assets, including the demonstration of probable future economic benefits and the ability to reliably measure the expenditure. The asset has an expected useful life of five years, with depreciation commencing from January 2021, leading to full depreciation by the end of December 2026. The Group has assessed the carrying value of the capitalized costs and determined that no impairment is required as of 31 December 2025.
66 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 3.2 Property, plant and equipment
| NOK ’000 | Plant and machinery | Moveables | Machinery and plant in progress | 2025 Total |
|---|---|---|---|---|
| Accumulated cost | ||||
| 01.01.2025 | 75 972 | 6 399 | 29 391 | 111 762 |
| Additions | 835 | 61 | 41 414 | 42 310 |
| From Machinery and plant in progress | 14 132 | - | -14 132 | - |
| Disposals | -4 787 | - | - | -4 787 |
| Exchange differences | -3 927 | -148 | 354 | -3 721 |
| Accumulated cost 31.12.2025 | 82 226 | 6 311 | 57 028 | 145 565 |
| Accumulated depreciation | ||||
| 01.01.2025 | 20 170 | 2 780 | 0 | 22 950 |
| Depreciation for the year | 8 274 | 1 120 | 0 | 9 395 |
| Disposals | -2 003 | 0 | 0 | -2 003 |
| Exchange | differences -736 -86 0 -822 Carrying amount at 31.12.2025 56 520 2 497 57 028 116 045 Expected useful life 5-10 years 5-10 years Depreciation method Linear Linear |
| NOK ’000 | Plant and machinery | Moveables | Machinery and plant in progress | 2024 Total |
|---|---|---|---|---|
| Accumulated cost 01.01.2024 | 75 714 | 5 625 | 543 | 81 882 |
| Additions | 800 | 466 | 29338 | 30 604 |
| From Machinery and plant in progress | 590 | 0 | -590 | 0 |
| Disposals | -6 302 | -81 | 0 | -6 383 |
| Exchange differences | 5170 | 390 | 100 | 5 660 |
| Accumulated cost 31.12.2024 | 75 972 | 6 399 | 29 391 | 111 762 |
| Accumulated depreciation 01.01.2024 | 12 267 | 1 457 | 0 | 13 724 |
| Depreciation for the year | 8 018 | 1201 | 0 | 9 220 |
| Disposals | -835 | -835 | ||
| Exchange differences | 720 | 122 | 0 | 842 |
| Carrying amount at 31.12.2024 | 55 802 | 3 619 | 29 391 | 88 811 |
| Expected useful life | 5-10 years | |||
| Depreciation method | Linear |
Technology Centre at Herøya
The Technology Centre at Herøya consists of two containers located near HydrogenPro’s headquarters in Porsgrunn. The containers are classified as plant and machinery and are depreciated on a straight-line basis over five years. The Group has also invested in a new plant for full-scale testing of its equipment and technology. The total investment of NOK 14.2 million (NOK 5.7 million in 2025 and NOK 8.4 million in 2025) was capitalized in 2025 as plant and machinery and depreciated on a straight-line basis over ten years.
Advanced Surface Plating Line
In 2025, accumulated investments in a new Advanced Surface Plating Line amounted to NOK 57 million (NOK 36.1 million in 2025 and NOK 20.9 million in 2024) in plant and machinery in progress. These costs were incurred as part of the expansion of the manufacturing capacity in Aarhus. The Company has contractual commitments totaling approximately NOK 60 million in connection with the expansion project. As of the end of 2025, NOK 51 million of these commitments have been delivered, with the remaining balance expected to be delivered during 2026.
HydrogenPro Tianjin Co. Ltd.
In 2025, additions to HydrogenPro Tianjin Co. Ltd. amounted to NOK 0.8 million (2024: 0.6 million) in plant and machinery. These costs were incurred in the production plant facility in Tianjin.
Note 3.3 Right of use assets
The Group as a Lessee
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group applies the definition of a lease as outlined in IFRS 16.
As a result of these assessments, the Group has identified leases for the rental contract for office space as leases in accordance with IFRS 16. The leases do not impose any restrictions on the Group’s dividend policy or financing activities. Additionally, the Group does not have significant residual value guarantees associated with its leases that would require disclosure.
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
| NOK ’000 | Buildings | Vehicles | 2025 Total |
|---|---|---|---|
| Accumulated cost 01.01.2025 | 27 189 | 0 | 27 189 |
| Additions | 891 | 891 | |
| Remeasurements/Modifications | 3 606 | 3 606 | |
| Disposal | 0 | 0 | |
| Exchange differences | -1 085 | -1 085 | |
| Accumulated cost 31.12.2025 | 30 601 | 0 | 30 601 |
| Accumulated depreciation 01.01.2025 | 9 906 | 0 | 9 906 |
| Depreciation for the year | 5 457 | 5 457 | |
| Disposal | 0 | 0 | |
| Exchange differences | -384 | -384 | |
| Carrying amount at 31.12.2025 | 15 622 | 0 | 15 622 |
| Expected useful life | 2 -8 years | ||
| Depreciation method | Linear |
| NOK ’000 | Buildings | Vehicles | 2024 Total |
|---|---|---|---|
| Accumulated cost 01.01.2024 | 31 039 | 334 | 31 373 |
| Additions | 7 610 | 0 | 7 610 |
| Disposal | -12 887 | -334 | -13 221 |
| Exchange differences | 1 427 | 0 | 1 427 |
| Accumulated cost 31.12.2024 | 27 189 | 0 | 27 189 |
| Accumulated depreciation 01.01.2024 | 10 584 | 334 | 10 918 |
| Depreciation for the year | 6 525 | 0 | 6 525 |
| Disposal | -7 615 | -334 | -7 949 |
| Exchange differences | 412 | 0 | 412 |
| Carrying amount at 31.12.2024 | 17 283 | 0 | 17 283 |
| Expected useful life | 2 -8 years | ||
| Depreciation method | Linear |
Lease liabilities
NOK ’000 | 2025 | 2024
---|---|---
Balance as of 01.01. | 17 956 | 20 361
Additions | 891 | 2 088
Remeasurements/Modifications | 3 606 |
Lease payments | -6 013 | -6 550
Accretions of interest | 770 | 1 036
Exchange differences | -730 | 1 021
Carrying amount at 31.12. | 16 479 | 17 956
Undiscounted Lease Liabilities and Maturity of Cash Outflows
NOK ’000 | 2025 | 2024
---|---|---
Less than 1 year | 5 778 | 5 651
1-3 years | 10 701 | 10 193
4-5 years | - | 2 112
Total lease liabilities as of 31.12. | 16 479 | 17 956
Variable Lease Payments
In addition to the lease liabilities above, the Group is committed to paying variable lease payments for certain leases. These variable lease payments are recognized as expenses as incurred.
Short-term Leases and Leases of Low-Value Assets
The Group has elected to apply the practical expedient provided by IFRS 16, treating short-term leases and leases of low-value assets outside the scope of IFRS 16. These leases are not included in the lease liabilities recognized on the balance sheet.
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 3.4 Other non-current receivables
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Receivables from associated companies | 1 098 | 2 725 |
| Other receivables | 995 | 775 |
| Financial investment | 12 095 | 34 060 |
| Carrying amount at 31.12 | 14 188 | 37 560 |
Financial Investments
NOK ’000 | 2025 | 2024
---|---|---
Opening balance 1. January | 34 060 | 30 517
Fair Value Adjustment | -18 421 |
Translation effect | -3 544 | 3 543
Balance at 31 December | 12 095 | 34 060
In October 2021, the Company entered into a Convertible Promissory Note Purchase Agreement with DG Fuels LLC (“DG Fuels”) and purchased a convertible promissory note with a principal balance of $3.0 million / NOK 30 million (the “DG Fuels Note”). The maturity date of each DG Fuels Note is June 2027. The DG Fuels Note carries an annual interest rate of 10% and, under certain conditions, may be converted into a variable number of equity instruments at a future date. The derivative financial instrument related to the DG Fuels Note is recorded as a non-current asset in the consolidated balance sheet. The instrument is measured at fair value through profit or loss (FVTPL) in accordance with IFRS 9, as it does not meet the criteria for solely payments of principal and interest (SPPI). It is classified within Level 3 of the fair value hierarchy under IFRS 13 due to the use of unobservable inputs in its valuation. As of the reporting date, the fair value of the note has been reassessed using a methodology consistent with Level 3 valuation techniques. The updated valuation reflects factors such as credit risk, illiquidity, strategic considerations, and marketability constraints. It also takes into account the Group’s investment strategy and current project developments. The reassessment resulted in a reduction in the carrying value of the investment. This adjustment reflects the early-stage nature of DG Fuels’ operations and ongoing funding challenges. The resulting fair value change has been recognized in the income statement under “Net financial items.” For the reconciliation of financial instruments, see Note 6.1.
Note 4.1 Overview of group
| Company | Country of incorporation | Main operations | Ownership interest 2025 | Voting power 2025 | Ownership interest 2024 | Voting power 2024 |
|---|---|---|---|---|---|---|
| HydrogenPro ApS | Denmark | Technology industries | 100% | 100% | 100% | 100% |
| HydrogenPro Tianjin CO Ltd2) | China | Technology industries | 75% | 75% | 75% | 75% |
| HydrogenPro Shanghai CO Ltd | China | Technology industries | 100% | 100% | 100% | 100% |
| Kvina Energy AS | Norway | Technology industries | 50% | 50% | 50% | 50% |
| HydrogenPro Inc | USA | Technology industries | 100% | 100% | 100% | 100% |
| HydrogenPro France1) | France | Technology industries | 100% | 100% | 100% | 100% |
| HydrogenPro GmbH | Germany | Technology industries | 100% | 100% | 100% | 100% |
1) The company is excluded from the consolidation as this is a company without significant assets or operating assets that provides services to the group that would have been.2) In November 2025, Hydrogen entered into an agreement with the minority shareholders of HydrogenPro Tianjin to acquire the remaining 25% of the shares in Tianjin. The transfer was finalized in January 2026.
Note 4.2 Business combination
The company had no significant business combinations during the year.
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 5.1 Inventory
As of 31 December 2025, inventories comprise purchased raw materials, work in progress (semi-finished goods) and finished goods. The raw materials include parts that are integrated into the final finished goods. Work in progress represents partially completed products awaiting further processing. Finished goods are completed products that are ready for sale but for which control remains with the Group until the product is sold or transferred.
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Finished goods | 2 932 | 6 346 |
| Raw material | 17 759 | 15 605 |
| Work in progress | - | 5 558 |
| Balance as of 31.12 | 20 691 | 27 509 |
Measurement and Costing Method
Inventories are measured at the lower of cost and net realizable value, in compliance with IAS 2 – Inventories. The cost of inventory includes all costs of purchase, conversion, and other costs incurred in bringing the inventory to its present location and condition. Net realizable value represents the estimated selling price of the inventory in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The Company measures its raw materials inventory using the weighted average cost method, where the cost is determined by averaging the costs of all units available during the reporting period. Raw materials are valued at the lower of cost or net realizable value, with any necessary write-downs recognized as an expense.
Obsolescence
Obsolescence of inventories is assessed regularly, and provisions are made for any inventories that have declined in value or are no longer expected to be sold. As of 31 December 2025, no has been recognized for obsolete goods. Inventory write-down in 2024 was NOK 0.0 million.
Note 5.2 Trade and other receivables
Trade receivables
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Total trade receivables (Gross) | 7 036 | 115 292 |
| Allowance for expected credit losses | 3 640 | - |
| Balance as of 31.12 | 3 396 | 115 292 |
Other short terms receivables
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Pre-paid costs | 4 054 | 4 342 |
| Pre-paid raw material | 2 1 581 | - |
| Tax Credit Receivable | ||
| VAT net receivables | 11 857 | 10 573 |
| Other current receivables | 4 761 | 8 625 |
| Balance as of 31.12 | 31 248 | 32 405 |
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 5.3 Contract assets and liabilities
Contract Balances
HydrogenPro’s equipment contracts with customers typically include milestone-based payments with variable structures. Payments are invoiced when specific criteria are met, such as contract acceptance, major supplier purchases, delivery/shipment, and installation/commissioning. The payment structure of the contracts typically results in advance payments and progress billings exceeding the satisfaction of performance obligations in progress, resulting in a net contract liability. On the other hand, if the group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Contract Assets
A contract asset represents the Group’s right to consideration for goods or services transferred to a customer before payment is received or due. When performance obligations are met before invoicing, the earned but conditional consideration is recognized as a contract asset. At each balance sheet date, the cumulative costs incurred and recognized profit/losses on contracts are compared to advances and progress billings: If cumulative costs plus recognized profits exceed advances and billings, the balance is recorded as “contract assets” (due from customers on construction contracts). When the contract asset becomes an unconditional right to payment, it is reclassified as trade receivables, typically upon invoicing.
| Contract assets | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Balances as of 01.01 | 15 272 | 65 836 |
| Transfers from contract assets recognised at the beginning of the period to receivables | -15 263 | -51 442 |
| Impairment of contract assets | - | -1 380 |
| Increases due to measure of progress in the period | 12 998 | 2 258 |
| Balances as of 31.12 | 13 007 | 15 272 |
Contract Liabilities
A contract liability is the Group’s obligation to transfer goods or services to a customer for which the group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the group transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the group performs under the contract. Where advances and progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts within “contract liabilities”.
| Contract liabilities | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Balances as of 01.01 | 916 | 49 641 |
| Revenue from amounts included in contract liabilities at the beginning of the period | -916 | -49 641 |
| Billing and advances received not recognised as revenue in the period | 373 | 916 |
| Balances as of 31.12 | 373 | 916 |
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 5.4 Other current liabilities
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Warranties | 14 724 | 14 308 |
| Project related liabillities | 24 080 | 78 890 |
| Other liabilities | 34 404 | 43 754 |
| Balance as of 31.12 | 73 208 | 136 952 |
Provision for warranty
The Group’s warranty to customers is limited to the provision of replacement parts and services and generally expires two years from the date of delivery or contract completion. The warranty period generally does not exceed 24 months. However, some contracts may include extended warranty periods of up to 3 years. The Group’s warranty obligation arises both from contractual commitments and from liabilities under applicable laws. Estimated warranty obligations are recognized in the period in which related revenue is recognized. The Group estimates and records a provision for warranty-related costs, primarily based on industry benchmarks, projected failure rates, and expected material and labor costs. While historical data is limited, the Group has used external industry data, including data from comparable peers, to estimate warranty costs. These estimates take into account the expected timing of warranty claims, with approximately 60% of claims expected within 12 months and 40% anticipated beyond 12 months.Non-current warranty provision of NOK 9.8 million (2024: NOK 9.5 million) is included in non-current liabilities. Accounting for warranties requires the Group to make assumptions and apply judgment in estimating the product failure rates and the expected material and labor costs. The Group adjusts the warranty accruals as new warranty claim data becomes available, including changes in failure rates or repair costs. If actual warranty claims differ from these assumptions and judgments, such as higher failure rates or unforeseen repair costs, the Group may be exposed to material gains or losses. The Group will continue to assess the adequacy of the warranty provision as more data becomes available and may adjust the provision accordingly.
| NOK ’000 | 2025 | 2024 | |
|---|---|---|---|
| Opening balance | 1.1 | 23 846 | 16 962 |
| Additions | 1 586 | 5 509 | |
| Reversals | -895 | - | |
| Foreign exchange effect | - | 1 376 | |
| Closing balance as of 31.12 | 24 537 | 23 846 | |
| Non-current liabilities | 9 814 | 9 538 | |
| Other current liabilities | 14 724 | 14 308 |
Note 6.1 Overview of financial instruments and risk management
Overview
Through its activities, the Group is exposed to various types of financial risks, including market risk, credit risk, and liquidity risk. This note provides information on the Group’s exposure to these risks, as well as its objectives, policies, and procedures for risk management. It also outlines the Group’s approach to capital management. Additional quantitative information is included in these consolidated financial statements.
The Group’s overarching risk management objective is to ensure sufficient liquidity at all times, enabling it to meet its obligations as they fall due. The Group does not have any external bank borrowings and, consequently, is not subject to any financial covenants related to such borrowings.
Risk management is overseen by the Group’s operational executives, including the CEO and CFO, in collaboration with the Board of Directors. Their responsibilities include identifying, assessing, mitigating, and reporting financial risks in close coordination with the various operating units. Risk management policies and procedures are reviewed regularly to account for changes in market conditions and the Group’s business activities.
Capital Management
The Group’s primary objective is to maximize shareholder value while ensuring its ability to sustain operations. To achieve this, the Group aims to maintain a capital structure that optimally balances financial flexibility with market conditions. The Group continuously assesses its financial position and future outlook in the short to medium term, making necessary adjustments to its capital structure as required. This approach ensures the Group remains well-positioned to support its strategic objectives and operational needs.
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Financial instruments by category – 2025
| NOK ’000 | Financial assets measured at amortized cost | Financial liabilities measured at amortized cost | Financial Investment measured at fair value throgh profit and loss | Total carrying amount 31.12.2025 | |
|---|---|---|---|---|---|
| Other non-current receivables | 2 093 | - | - | 2 093 | |
| Financial investment | - | - | 12 095 | 12 095 | |
| Trade receivable | 3 396 | - | - | 3 396 | |
| Cash and cash deposits | 102 244 | - | - | 102 244 | |
| Total financial assets | 107 733 | - | 12 095 | 119 828 | |
| Non-current lease liabilities | - | 10 701 | - | 10 701 | |
| Trade and other payables | - | 14 921 | - | 14 921 | |
| Current lease liabilities | - | 5 778 | - | 5 778 | |
| Total financial liabilities | - | 31 400 | - | 31 400 |
Maturity Analysis of financial liabilities - 2025
| NOK ’000 | Due within 1 year | Due between 1 and 3 years | Due later than 3 year | Total |
|---|---|---|---|---|
| Non-current lease liabilities | - | 10 701 | 0 | 10 701 |
| Trade and other payables | 14 921 | - | - | 14 921 |
| Current lease liabilities | 5 778 | - | - | 5 778 |
| Total financial liabilities | 20 700 | 10 701 | 0 | 31 400 |
Financial instruments by category – 2024
| NOK ’000 | Financial assets measured at amortized cost | Financial liabilities measured at amortized cost | Financial Investment measured at fair value throgh profit and loss | Total carrying amount 31.12.2024 | |
|---|---|---|---|---|---|
| Other non-current receivables | 3 500 | - | - | 3 499 | |
| Financial investment | - | - | 34 060 | 34 060 | |
| Trade receivable | 115 292 | - | - | 115 292 | |
| Cash and cash deposits | 191 216 | - | - | 191 216 | |
| Total financial assets | 310 008 | - | 34 060 | 344 067 | |
| Non-current lease liabilities | - | 12 305 | - | 12 305 | |
| Trade and other payables | - | 59 361 | - | 59 361 | |
| Current lease liabilities | - | 5 651 | - | 5 651 | |
| Total financial liabilities | - | 77 316 | - | 77 317 |
Maturity Analysis of financial liabilities - 2024
| NOK ’000 | Due within 1 year | Due between 1 and 3 years | Due later than 3 year | Total |
|---|---|---|---|---|
| Non-current lease liabilities | - | 10 193 | 2 112 | 12 305 |
| Trade and other payables | 59 361 | - | - | 59 361 |
| Current lease liabilities | 5 651 | - | - | 5 651 |
| Total financial liabilities | 65 012 | 10 193 | 2 112 | 77 317 |
Financialinvestment details are presented in Note 3.4.
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Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Financial Risk Management
The Group takes a proactive approach to identifying risks and implementing risk-mitigation measures where practical and appropriate. Below is a description of the Group’s key financial risks:
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument may fail to meet its obligations, resulting in a financial loss for the Group. The Group is exposed to credit risk in the course of its ordinary business activities, primarily in relation to trade receivables and cash and cash equivalents. However, as the Group’s customer base primarily consists of large industrial companies, the credit risk associated with trade receivables is considered limited. The following table provides information about the exposure to credit risk for trade receivables from customers as of 31 December:
| 2025 | 2024 | |||
|---|---|---|---|---|
| NOK ’000 | Gross carrying Amount | Provision bad debt | Gross carrying Amount | |
| Current (not past due) | 5 021 | - | 60 | - |
| 1-30 days past due | - | 1 625 | - | 921 |
| 31-60 days past due | - | - | 3 468 | - |
| 60-260 days past due | - | - | 8 132 | - |
| More than one year past due | 3 640 | 3 640 | 102 711 | - |
| Total | 7 036 | 3 640 | 115 292 | - |
At the reporting date, approximately 52% of the Group’s past-due trade receivables relate to two customers, and these balances are more than one year overdue. In accordance with the Group’s expected credit loss (ECL) model under IFRS 9, these receivables have been assessed individually due to their size, ageing, and specific risk characteristics. The assessment indicates a significant risk of non-recovery, and the Group has therefore recognised a 100% lifetime ECL provision against these balances. The Group continues to pursue collection activities; however, no collateral is held and no material recoveries are expected based on current information.
Liquidity Risk
Liquidity risk refers to the risk that the Group may encounter difficulties in meeting its financial obligations as they fall due, requiring cash or other financial assets for settlement. The Group manages its liquidity prudently, implementing policies and controls to ensure that sufficient cash and cash equivalents are available to meet both short- and long-term financial commitments. Liquidity forecasts are regularly reviewed against the contractual maturities of financial liabilities, including lease obligations. Further details on financial liabilities are provided in Note 5.4, with all liabilities due within one year
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. The Group’s primary market risks include foreign exchange risk and raw material price risk.
Foreign Exchange Risk
The Group’s functional currency is NOK. However, as the Group operates globally, it is exposed to currency fluctuations, primarily related to USD, EUR, and CNY. This risk is further amplified by the long-term nature of customer contracts.While the Company closely monitors its currency exposure, it has not yet entered into financial instruments to hedge against foreign exchange risk. The Group’s exposure to foreign currency risk arises from: Revenue transactions in USD and EUR. Expenses denominated in CNY, EUR, USD, NOK, and DKK, impacting the Group’s cost structure and margins. Monetary assets and liabilities denominated in foreign currencies, leading to potential exchange rate gains or losses. A sensitivity analysis has been conducted to assess the potential impact of exchange rate fluctuations on the Group’s financial statements. The analysis considers a reasonable change in the exchange rates of the key foreign currencies against NOK, with all other variables held constant. The estimated impact on profit or loss for the year is as follows: A 10% appreciation of NOK against EUR and the USD would result in a decrease in revenue and net profit of approximately NOK 8.3 million. A 10% depreciation of NOK against EUR and the USD would result in an increase in revenue and net profit of approximately NOK 8.3 million. Similar movements in CNY, and DKK would impact expenses, leading to fluctuations in the Group’s operating results. As the Group does not apply hedging instruments to mitigate foreign currency risk, it actively monitors exchange rate developments and considers adjustments to its pricing strategy and cost management approach to manage the impact of foreign currency fluctuations. Additionally, the Group evaluates the potential benefits of implementing risk management strategies in the future. Given the significance of foreign currency risk to the Group’s financial performance, management continuously assesses the risk and evaluates potential measures, including natural hedging strategies or financial instruments, to mitigate adverse exchange rate fluctuations in the future
Raw Material Risk
Fluctuations in commodity prices, particularly for steel and nickel, may have a financial impact on the Group. Although the Group has not yet implemented financial hedging strategies, it seeks to partially mitigate price risk through agreements with suppliers or agents.
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Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 6.2 Cash and bank deposits
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term bank deposits | 102 244 | 191 216 |
| Cash and bank deposits in the balance sheet | 102 244 | 191 216 |
For the purpose of the statement of cash flows, cash and cash deposits comprise the following at 31 December:
| 2025 | 2024 | |
|---|---|---|
| Restricted bank deposit | 4 771 | 4 281 |
The Group has no credit facilities.
Note 6.3 Share capital and shareholders
The 20 main shareholders at 31.12.25 are:
| Shareholder | Number of shares | Ownership interest |
|---|---|---|
| Clearstream Banking S.A. | 16 646 917 | 17.43% |
| UniCredit Bank Austria AG | 15 994 036 | 16.74% |
| Deutsche Bank Aktiengesellschaft | 12 703 209 | 13.30% |
| Mitsubishi heavy Industries Ltd | 11 731 165 | 12.28% |
| TM Holding AS | 9 635 182 | 10.09% |
| Richard Espeseth | 7 932 300 | 8.30% |
| Avanza Bank AB | 2 547 838 | 2.67% |
| Vivian Espeseth | 1 860 000 | 1.95% |
| Enern Invest AS | 1 408 433 | 1.47% |
| Tor Danielsen | 1 303 872 | 1.36% |
| Nordea Bank Abp | 1 244 436 | 1.30% |
| BNP Paribas | 732 314 | 0.77% |
| Morgan Stanley & Co. Int. Plc. | 730 939 | 0.77% |
| Nordea Bank Abp | 685 776 | 0.72% |
| Arild Hansen | 650 000 | 0.68% |
| Skandinaviska Enskilda Banken AB | 559 786 | 0.59% |
| Saxo Bank A/S | 518 065 | 0.54% |
| Caceis Bank | 472 937 | 0.50% |
| LJM As | 385 000 | 0.40% |
| KBC Bank NV | 376 648 | 0.39% |
| Total | 88 118 853 | 92.25% |
| Total other shareholders | 7 406 036 | 7.75% |
| Total number of shares | 95 524 889 | 100.00% |
As of 31 December 2025, the group’s share capital was TNOK 1 910 (1 402), consisting of 95 524 889 (70 121 680) shares, each with a value of NOK 0.02 (0.02)
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Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 6.4 Earnings per share
Earnings per share (EPS) is calculated by dividing the profit or loss for the year attributable to equity holders of the parent company by the weighted average number of ordinary shares outstanding during the reporting period. Diluted earnings per share consider the same calculation as basic EPS but includes the effect of all potential shares with a dilutive impact that were outstanding during the period. Potential shares typically arise from instruments or agreements that confer the right to issue additional shares in the future, such as share options. Share options are excluded from the diluted EPS calculation if their inclusion would have an anti-dilutive effect.
| NOK ’000 | 2025 | 2024 | |
|---|---|---|---|
| Basic earnings per share | |||
| Profit/(loss) for the the year attributable to ordinary shares | -233 115 | -196 061 | |
| Issued shares as of 1 January | 70 121 680 | 63 300 046 | |
| Share issued | 25 403 209 | 6 821 634 | |
| Issued ordinary shares at 31 December | 95 524 889 | 70 121 680 | |
| Effect of weighting | -7 064 967 | -1 843 179 | |
| Weighted average number of shares outstanding for the purpose of basic earnings per share | 88 459 922 | 68 278 501 | |
| Basic earnings per share for income attributable to the equity holder of the parent company | -2.64 | -2.87 | |
| Diluted earnings per share | |||
| Weighted average number of shares outstanding for the purpose of diluted earnings per share | 88 459 922 | 68 278 501 | |
| Diluted earnings per share for income attributable to the equity holder of the parent company | -2.64 | -2.87 |
76
Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 7.1 Remuneration and board management
Executive management remuneration – 2025
| NOK ’000 | Salary | Bonus | Benefits in kind | Pension expense | Total remuneration | Number of shares | Ownership Interest |
|---|---|---|---|---|---|---|---|
| Jarle Dragvik (CEO) | 4 271 | 2 312 | 152 | 147 | 6 882 | 41 033 | 0.06% |
| Martin Thanem Holtet (CFO) | 2 556 | 1 729 | 20 | 161 | 4 466 | 1 500 | 0.00% |
| Michael Caspersen (COO)$^{1)}$ | 206 | 1 8 | 215 | - | 0.00% | ||
| Erik Chr Bolstad (ex CCO) | 2 467 | 959 | 38 | 171 | 3 635 | - | 0.00% |
| Cathrin Bretzeg (CPCO) | 2 269 | 844 | 25 | 174 | 3 312 | - | 0.00% |
| Tormod Kløve (CLO) | 2 445 | 1 527 | 24 | 161 | 4 157 | - | 0.00% |
| Odd-Arne Lorentsen (CTO) | 2 461 | 879 | 24 | 172 | 3 536 | - | 0.00% |
| Jon Backer (COO) | 2 251 | 774 | 50 | 172 | 3 247 | - | 0.00% |
| Jan-Henrik Kuhlefelt (GM Tianjin) | 2 386 | 146 | 2 158 | 2 692 | 10 000 | 0.00% |
$^{1)}$ Caspersen started 01.12.2025
Executive management remuneration – 2024
| NOK ’000 | Salary | Bonus | Benefits in kind | Pension expense | Total remuneration | Number of shares | Ownership Interest |
|---|---|---|---|---|---|---|---|
| Jarle Dragvik (CEO) | 3 539 | - | 146 | 102 | 3 787 | 41 033 | 0.06% |
| Martin Thanem Holtet (CFO) | 2 325 | 351 | 17 | 103 | 2 796 | 1 500 | 0.00% |
| Erik Chr Bolstad (CCO) | 2 107 | 297 | 45 | 107 | 2 556 | - | 0.00% |
| Cathrin Bretzeg (CPCO) | 2 065 | 149 | 35 | 108 | 2 357 | - | 0.00% |
| Tormod Kløve (CLO) | 2 175 | 250 | 22 | 103 | 2 550 | - | 0.00% |
| Odd-Arne Lorentsen (CTO) $^{1)}$ | 1 717 | - | 31 | 90 | 1 838 | - | 0.00% |
| Jon Backer (COO) $^{2)}$ | 1 473 | - | 26 | 81 | 1 580 | - | 0.00% |
$^{1)}$ Lorentsen started 01.03.2024
$^{2)}$ Backer started 01.04.2024
Board of Directors remuneration – 2025
| NOK ’000 | Board fee | Audit and risk commitee | Compensation and staff committee | Nomination committee | Consultancy fee | Taxable income execution of options | Total remuneration |
|---|---|---|---|---|---|---|---|
| Asta Stenhagen (Chair)$^{1)}$ | 684 | 90 | 18 | - | - | - | 791 |
77
Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet dateMarianne Aamodt (member) 465 110 18 - - - 592
Hallvard Hasselknippe (member) 277 53 18 - - - 347
Bjørn Hansen (member) 462 - 13 - - - 475
Haimeng Zhang (member) - - - - - - -
Dag Opedal (ex Chair)$^2)$ 344 - 13 - 33 - 390
Jarle Tautra (ex member) 188 - 13 - - - 200
Geir Bredo Larsen (ex member) 188 38 - - - - 226
Arild S. Frick (Chair nom. Commitee) - - - 75 - - 75
Marit Moen Vik-Langlie (member nom.commitee) - - - 50 - - 50
$^1)$ Stenhagen was elected as Chair 30.04.2025.
$^2)$ Opedal served as Chair from the 23.04.2024 to 30.04.2025.
Board of Directors remuneration – 2024 NOK ’000
| Name | Board fee | Audit committee | Compensation and staff committee | Nomination committee | Board and committee fees 2023 | Taxable income execution of options | Total remuneration |
|---|---|---|---|---|---|---|---|
| Dag Opedal (Chair)$^2)$ | 564 | - | 75 | - | - | - | 639 |
| Terje Mikaelsen (ex Chair)$^3)$ | 272 | - | - | - | 14 | - | 286 |
| Ellen Hanetho (ex Chair)$^4)$ | - | - | - | - | 69 | 1 | 1 235 |
| Asta Stenhagen (member) | 453 | 99 | - | - | 83 | - | 635 |
| Jarle Tautra (member) | 453 | 31 | 62 | - | 44 | - | 590 |
| Marianne Aamodt (member) | 453 | 106 | - | - | 174 | - | 733 |
| Geir Bredo Larsen (member) | 308 | 62 | - | - | - | - | 370 |
| Bjørn Hansen (member) | 308 | - | 62 | - | - | - | 370 |
| Arild S. Frick (Chair nom. Commitee) | - | - | - | 200 | 102 | - | 303 |
| Bjørn G. Reed (member nom.commitee) | - | - | - | 50 | 8 | - | 59 |
$^1)$ Includes remuneration regarding the year 2023 not included in provision as of 01.01.2024.
$^2)$ Opedal was elected as Chair 23.04.2024.
$^3)$ Mikaelsen served as Chair from the 04.10. 2023 to 23.04.2024. Shares are hold by TM Holding AS.
$^4)$ Hanetho served as a board member in the period 2019 until 04.10.2023.
Shares held by Board of Directors
| Name | 2025 Number of shares | 2025 Ownership Interest | 2024 Number of shares | 2024 Ownership Interest |
|---|---|---|---|---|
| Asta Stenhagen (Chair) | - | - | - | - |
| Marianne Aamodt (member) | - | - | - | - |
| Hallvard Hasselknippe (member) | - | - | - | - |
| Bjørn Hansen (member) | - | - | - | - |
| Haimeng Zhang (member) | - | - | - | - |
| Dag Opedal (ex Chair) | - | - | - | - |
| Jarle Tautra (ex member) | 1 000 | 0.00% | 1 000 | 0.00% |
| Geir Bredo Larsen (member) | - | - | - | - |
| Jarle Dragvik (ex member) | 41 033 | 0.06% | 41 033 | 0.06% |
| Arild S. Frick (Chair nom. Commitee) | - | - | - | - |
| Marit Moen Vik-Langlie (member nom.commitee) | - | - | - | - |
| Bjørn G. Reed (ex member nom.commitee) | - | - | - | - |
| Terje Mikaelsen (ex Chair)$^1)$ | 9 653 182 | 13.74% | 9 653 182 | 15.22% |
| Ellen Hanetho (ex Chair) | - | - | - | - |
$^1)$ Mikaelsen served as Chair from the 04.10. 2023 to 23.04.2024. Shares are hold by TM Holding AS.
77 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1.1 Corporate information
Note 1.2 Basis of preparation
Note 1.3 Significant accounting judgements, estimates and assumptions
Note 1.4 General accounting policies
Note 2.1 Operational segments
Note 2.2 Revenue from contracts with customers
Note 2.3 Direct material
Note 2.4 Personnel expenses
Note 2.5 Pensions
Note 2.6 Other operating expenses
Note 2.7 Financial income and expenses
Note 2.8 Income tax
Note 3.1 Intangible assets
Note 3.2 Property, plant and equipment
Note 3.3 Right of use assets
Note 3.4 Other non-current receivables
Note 4.1 Overview of group
Note 4.2 Business combination
Note 5.1 Inventory
Note 5.2 Trade and other receivables
Note 5.3 Contract assets and liabilities
Note 5.4 Other current liabilities
Note 6.1 Overview of financial instruments and risk management
Note 6.2 Cash and bank deposits
Note 6.3 Share capital and shareholders
Note 6.4 Earnings per share
Note 7.1 Remuneration and board management
Note 8.1 Going Concern
Note 8.2 Significant events after the balance sheet date
Note 8.1 Going Concern
Management has assessed the Group’s ability to continue as a going concern, based on financial and operational information available through March 2026. The updated five-quarter rolling forecast indicates sufficient liquidity beyond the forecast period, assuming timely execution of planned operational and financial measures. The Group’s commercial position has been strengthened through EPC/system-integrator partnerships and a targeted pipeline with high-probability 2026 FID opportunities. Based on this assessment, Management concludes that the Group has adequate resources to continue operations for at least 12 months from the reporting date, and the financial statements are therefore prepared on a going concern basis. However, the Group remains exposed to uncertainties related to market conditions, customer investment decisions, and the timing of contract awards. These factors could affect future cash flows and create material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern. Management’s assessment reflects the best information available at the date of approval of these financial statements.
Note 8.2 Significant events after the balance sheet date
Hydrogenpro Acquires Full Ownership of Manufacturing Site in Tianjin, China
In November 2025, HydrogenPro ASA reached an agreement with Tianjin Miaoqing Machinery Equipment Co., Ltd. to acquire the remaining 25 per cent of shares in HydrogenPro Tianjin, increasing HydrogenPro’s ownership from 75 per cent to 100 per cent. The consideration for the transaction consists of CNY 3 million in cash, plus equipment valued at approximately CNY 1.8 million. The transfer of the shares was finalized in January 2026.
The Impact of the Situation in the Middel East on Hydrogenpro
Although global geopolitical tensions have increased, particularly with the recent escalation in the Middle East and the continued conflict in Ukraine, these developments have not altered HydrogenPro’s overall outlook or materially affected the company’s project pipeline. The planned projects underpinning the going concern assessment are geographically diversified and do not rely on major activity in the Middle Eastern region. HydrogenPro continues to advance targeted, high-quality projects moving toward final investment decisions, supported by a stable operating platform and strong industry partnerships. Based on the information available to management, the company remains well positioned to pursue its long term growth ambitions and to contribute meaningfully to the ongoing energy transition.
78 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Statement of Profit and Loss 80
Statement of Financial Position 81
Statement of Changes in Equity 82
Statement of Cash Flows 83
Notes to the Parent Company 84
Note 1 General accounting principles 84
Note 2 Revenue from contracts with customers 86
Note 3 Direct Materials 86
Note 4 Personnel Expenses 87
Note 5 Pensions 88
Note 6 Other Operating Expenses 88
Note 7 Financial Income and Expenses 88
Note 8 Income Tax 89
Note 9 Intangible Assets, Property, Plant and Equipment 89
Note 10 Subsidiaries, Joint Ventures, and Associates 90
Note 11 Financial Investment 90
Note 12 Other Receivables 91
Note 13 Inventory 91
Note 14 Trade Receivables 91
Note 15 Contracts Assets and Contracts Liabilities 91
Note 16 Cash and Bank Deposits 92
Note 17 Share Capital and Shareholders 92
Note 18 Shareholder Option Plan 93
Note 19 Trade Creditors and Other Current Liabilities 95
Note 20 Going Concern 95
Financial Statements and Notes for the Parent Company 79
Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Statement of Profit and Loss
| NOK ’000 | Note | 2025 | 2024 |
|---|---|---|---|
| Revenue | 2 | 95 213 | 191 592 |
| Total revenue | 95 213 | 191 592 | |
| Direct material | 3 | 90 732 | 204 909 |
| Personnel expenses | 4 | 77 757 | 81 025 |
| Depreciation and amortisation expense | 9 | 4 704 | 3 958 |
| Other operating expenses | 6 | 55 651 | 77 131 |
| Operating profit/(loss) | -133 631 | -175 431 | |
| Financial income | 7 | 7 008 | 30 887 |
| Financial expenses | 7 | 54 934 | 2 380 |
| Net financial income and expenses | -47 927 | 28 507 | |
| Profit/(loss) before income tax | -181 557 | -146 924 | |
| Tax Income | 8 | -187 | - |
| Profit/(loss) for the year | -181 370 | -146 924 | |
| To/(from) other equity | -181 370 | -146 924 | |
| Total allocated and equity transfers | -181 370 | -146 924 |
Financial Statements for the Parent Company 80
Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Statement of Financial Position as of 31 December
| NOK ’000 | Note | 2025 | 2024 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 9 | 2 348 | 4 697 |
| Property, plant and equipment | 9 | 14 488 | 11 132 |
| Investments in subsidiaries | 10 | 225 780 | 160 721 |
| Loan to group companies | 10 | 42 586 | 53 386 |
| Investment in shares | 0 | 1 | |
| Financial investment | 11 | 12 095 | 34 060 |
| Other receivables | 12 | 1 185 | 2 423 |
| Total non-current assets | 298 482 | 266 421 | |
| Current assets | |||
| Inventories | 13 | 3 034 | 1 082 |
| Trade receivables | 14 | 44 936 | 151 973 |
| Contract assets | 15 | 13 007 | 15 272 |
| Other receivables | 12 | 19 817 | 9 025 |
| Cash and bank deposits | 16 | 91 553 | 156 767 |
| Total current assets | 172 347 | 334 120 | |
| TOTAL ASSETS | 470 830 | 600 540 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Share capital | 17 | 1 910 | 1 402 |
| Share premium account | 17 | 915 084 | 775 875 |
| Other equity contributed | 18 | 43 709 | 42 596 |
| Other equity | -563 455 | -382 085 | |
| TOTAL EQUITY | 397 248 | 437 788 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| 19 | 9 814 | 9 538 | |
| Total non-current liabilities | 9 814 | 9 538 | |
| Current liabilities | |||
| Trade creditors | 19 | 4 231 | 29 474 |
| Contract liabilites | 15 | 373 916 | - |
| Public duties payable | 19 | 5 195 | 6 020 |
| Other current liabilities | 19 | 53 969 | 116 804 |
| Total current liabilities | 63 768 | 153 214 | |
| TOTAL LIABILITIES | 73 582 | 162 752 | |
| TOTAL EQUITY AND LIABILITIES | 470 830 | 600 540 |
Porsgrunn/Oslo 26 March 2026 (All signatures electronically signed)
Asta Ellingsen Stenhagen Chair
Marianne Mithassel Aamodt Board member
Hallvard Hasselknippe Board member
Bjørn Hansen Board member
Haimeng Zhang Board member
Jarle Dragvik CEO
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Statement of Changes in Equity
Attributable to equity holders of the parent company
| NOK ’000 | Share capital | Share premium account | Other equity contributed | Uncovered loss | Total other equity | Total equity |
|---|---|---|---|---|---|---|
| Equity as at 01.01.2024 | 1 266 | 691 797 | 38 557 | -235 161 | -235 161 | 496 459 |
| Profit for the period | -146 924 | -146 924 | -146 924 | |||
| Issue of share capital | 136 | 84 078 | 84 215 | |||
| Cost of share-based payment | 4 039 | 4 039 | ||||
| Equity as at 31.12.2024 | ## Statement of Changes in Equity - Company |
| NOK '000 | |||||||
|---|---|---|---|---|---|---|---|
| Share Capital | Share Premium | Other Paid in Capital | Total Paid in Capital | Other Reserves | Retained Earnings | Total Equity | |
| Equity as at 01.01 2024 | 1 402 775 | 875 42 596 | -382 085 | -382 085 | 437 788 | ||
| Equity as at 01.01 2025 | 1 402 775 | 875 42 596 | -382 085 | -382 085 | 437 788 | ||
| Profit for the period | -181 370 | -181 370 | |||||
| Issue of share capital | 508 139 | 210 139 | 718 | ||||
| Cost of share-based payment | 1 112 | ||||||
| Equity as at 31.12 2025 | 1 910 915 | 085 43 708 | -563 455 | -563 455 | 397 248 | 82 |
ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Statement of Cash Flows
NOK ’000 | Note | 2025 | 2024
| :--- | :--- | :--- | :---
Cash flows from operating activities | | |
Net Income / (Loss) before tax | | -181 557 | -146 924
Tax Income | 8 | 187 | -
Depreciation, amortisation & impairment | 9 | 4 704 | 3 958
Option cost no cash effect | | 1 112 | 4 039
Change in inventory | 13 | -1 952 | 6 267
Change in trade receivable | 14 | 031 | 130 048
Change in trade creditors | | -13 207 | -76 393
Impairment of financial assets | | 36 897 | -
Effect of foreign currency translation | | 8 153 | -9 452
Change in other accruals | | 5 817 | 73 230
Net cash flows from operating activities | | -125 814 | -15 228
Cash flows from investing activities | | |
Purchases of plant and machinery | 9 | -5 711 | -8 842
Acquisition of subsidiary, net of cash acquired | | - | -22 628
Net cash flows from investing activities | | -5 711 | -31 470
Cash flows from financing activities | | |
Increase of loan to subsidiaries | | -73 406 | -27 664
Proceeds from Equity Issue | | 139 718 | 84 214
Net cash flows from financing activities | | 66 311 | 56 550
Cash balance start of period | | 156 767 | 146 914
Net change in cash | | -65 213 | 9 852
Cash balance end of period | | 91 553 | 156 767
ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
| Note | Description |
|---|---|
| Note 1 | General accounting principles |
| Note 2 | Revenue from contracts with customers |
| Note 3 | Direct Materials |
| Note 4 | Personnel Expenses |
| Note 5 | Pensions |
| Note 6 | Other Operating Expenses |
| Note 7 | Financial Income and Expenses |
| Note 8 | Income Tax |
| Note 9 | Intangible Assets, Property, Plant and Equipment |
| Note 10 | Subsidiaries, Joint Ventures, and Associates |
| Note 11 | Financial Investment |
| Note 12 | Other Receivables |
| Note 13 | Inventory |
| Note 14 | Trade Receivables |
| Note 15 | Contracts Assets and Contracts Liabilities |
| Note 16 | Cash and Bank Deposits |
| Note 17 | Share Capital and Shareholders |
| Note 18 | Shareholder Option Plan |
| Note 19 | Trade Creditors and Other Current Liabilities |
| Note 20 | Going Concern |
Notes to the Parent Company
Note 1 General accounting principles
HydrogenPro ASA is a public limited company, incorporated in Norway, headquartered in Porsgrunn and listed on Oslo Stock Exchange, Address headquarters: Hydrovegen 55, 3936 Porsgrunn, Norway. HydrogenPro ASA designs and supplies large scale hydrogen production plants in cooperation with global partners and suppliers. Our core product is the alkaline highpressure electrolyzer. The company was founded in 2013 by individuals with background from the electrolysis industry. We are an experienced engineering team of leading industry experts, drawing upon unparalleled experience and expertise in the hydrogen and renewable energy industry. Our advanced electrode technology and new design reduce shunt currents, enabling increased production efficiency and a corresponding reduction in specific energy consumption. The new design delivers high efficiency across the entire load range. This is a significant step forward as the cost of electric power, depending on market prices, amounts to 70-90% of the total cost of producing hydrogen. The value of such increased efficiency equals approximately the investment cost for the entire plan in a Total cost of Operation perspective. Unlike traditional alkaline systems, our high-pressure units (up to 30 bar) save compression cost and are superbly suited for variable loads from solar panels and wind turbines. Thus, we compare favourable to alternative technologies. We are able to produce hydrogen at a lower cost, without using noble or scarce metals, while using renewable energy sources. HydrogenPro ASA is listed o at Oslo Stock Exchange under the ticker “HYPRO“. The financial statements of HydrogenPro ASA for the fiscal year 2025 were approved in the board meeting at 26.03.2026.
Basis for preparation of the annual accounts
The HydrogenPro AS’s financial statements have been prepared in accordance with the Norwegian Accounting Act of 1998 and Norwegian Generally Accepted Accounting Principles (NGAAP). The financial statements are based on historical cost. The financial statements have been prepared on the basis of uniform accounting principles for similar transactions and events under otherwise similar circumstances.
Functional currency and presentation currency
The Company’s presentation and functional currency is NOK. Transactions in foreign currency are translated to functional currency using the exchange rate at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated using the closing rate, non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction and non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. Changes in the exchange rate are recognised continuously in the accounting period.
The use of estimates and assessment of accounting policies when preparing the annual accounts.
Estimates and assumptions
The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information on potential liabilities. This particularly applies to the depreciation of property, plant and equipment, intangible assets, share-based payments and evaluations related to acquisitions. Future events may lead to these estimates being changed. Estimates and their underlying assumptions are reviewed on a regular basis and are based on best estimates and historical experience. Changes in accounting estimates are recognised during the period when the changes take place. If the changes also apply to future periods, the effect is divided among the present and future periods.
Judgments
The management has, when preparing the financial statements, made certain significant assessments based on critical judgment when it comes to application of the accounting principles. The following notes include the Company’s assessments regarding: Revenue recognition, note 2 Taxes, note 8 Assets cost and depreciation – note 9 Contract assets and contract liabilities – note 15 Share-based payment, note 18
Current versus non-current classification
The presents assets and liabilities in the statement of financial position as either current or non-current. The Company classifies an asset as current when it:
* Expects to realise the asset, or intends to sell or consume it, in its normal operating cycle
* Holds the asset primarily for the purpose of trading
* Expects to realise the asset within twelve months after the reporting period or
* The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current, including deferred tax assets. The Company classifies a liability as current when it:
* Expects to settle the liability in its normal operating cycle
* Holds the liability primarily for the purpose of trading
* Is due to be settled within twelve months after the reporting period or
* It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current, including deferred tax liabilities.
Note 2 Revenue from contracts with customers
The revenue in HydrogenPro is from the sale of both hydrogen electrolyzer systems and engineering services, including installation, commissioning, and long-term service agreements. Contracts that long-term fixed-price contracts are valued to the percentage of completion method. The degree of completion is calculated as expenses incurred as a percentage of estimated total expense. Total expenses are reviewed on a regular basis. If projects are expected to result in losses, the total estimated loss is recognised immediately. Revenue from Contract for sale of standalone systems are recognised when control is transferred to the customer upon delivery or as specified in the contract (e.g., FOB shipping point or upon site acceptance). Revenue from provision of Front End Engineering Design (FEED) Services which are delivered as part of a structured project, is recognized percentage of completion method. The degree of completion is calculated as expenses incurred as a percentage of estimated total expense. For contracts where FEED services are billed on an hour-by-hour basis, revenue is recognized when the hours are delivered.
License and Royalty Revenue: The Company provides customers with licenses to its intellectual property. License revenue is recognized at the point in time when control of the licensed intellectual property is transferred to the customer, which normally occurs upon delivery of the licensed material. The Company also earns royalties based on the customer’s subsequent sales or usage of the licensed intellectual property. Royalty revenue is recognized when the underlying sales or usage occurs and the amount becomes measurable and collectible.
Long-Term Service Agreements: The Company enters into long-term service agreements covering maintenance, operational support, and the supply of spare parts for installed electrolysers. Revenue from such agreements is recognized over time as the services are rendered. This is typically based on a straight-line pattern over the contract period or, where relevant, based on actual usage or activity levels.
Note 8 Income tax
The tax expense consists of the tax payable and changes to deferred tax.Deferred tax/ tax assets are calculated on all differences between the book value and tax value of assets and liabilities, with the exception of: temporary differences related to investments in subsidiaries, associates, or joint ventures when the Company controls when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future. Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes in subsequent periods to utilise the tax asset. The company recognise previously unrecognised deferred tax assets to the extent it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it as probable that it can utilise the deferred tax asset. Deferred tax and deferred tax assets are measured on the basis of the expected future tax rates. Deferred tax and deferred tax assets are recognised at their nominal value and classified as non-current asset investments (long-term liabilities) in the balance sheet. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
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Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
Research and development
Expenses relating to research activities are recognised in the statement of comprehensive income as they incur. Expenses relating to development activities are capitalised to the extent that the product or process is technically and commercially viable and the Company has sufficient resources to complete the development work. Expenses that are capitalised include the costs of materials, direct wage costs and a share of the directly attributable common expenses. Capitalised development costs are recognised at their cost minus accumulated amortisation and impairment losses.
Property, plant and equipment
Property, plant and equipment are valued at their cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the carrying amount is derecognised and any gain or loss is recognised in the statement of profit and loss. The depreciation period and method are assessed each year. Assets under construction are classified as non-current assets and recognised at cost until the production or development process is completed. Assets under construction are not depreciated until the asset is taken into use.
Development Costs, Patents and licenses
Amounts paid for patents and licenses are capitalised and amortised in a straight line over the expected useful life. The expected useful life of patents and licenses varies from 5 til 10 years.
Government grants
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Operating grants are recognised systematically during the grant period. Grants are deducted from the cost which the grant is meant to cover. Investment grants are capitalised and recognised systematically over the asset’s useful life. Investment grants are recognised either as deferred income or as a deduction of the asset’s carrying amount.
Financial assets
The Company´s financial assets are: Loans to group companies, investments in shares, investments in subsidiaries, financial investment, trade receivable and cash and bank deposits. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, or payables, as appropriate. Loans, borrowings, and payables are recognised at fair value net of directly attributable transaction costs.
Inventories
The company recognized inventory in 2025. These are measured and valued at the lower of cost or net realisable value. Net realisable value is the estimated future sales price of the product the company expects to realise when the product is processed and sold, less estimated cost to complete production and bring the product to sale.
Subsidiaries and investment in associated companies
Subsidiaries are entities controlled by HydrogenPro ASA. Subsidiaries and investment in associated companies are accounted for using the cost method and are recognised as cost, less impairment
Cash and bank deposits
Cash includes cash in hand and at bank. Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.
Employee benefits
Wages, salaries, bonuses, pension, and social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by employees of the Company. The Company has pension plans for employees that are classified as defined contribution plans. Contributions to defined contribution schemes are recognised in the statement of profit or loss in the period in which the contribution amounts are earned by the employees.
Share-based payments
The Company has an option-program, including employees, board members and Guarantors. The programs are measured at fair value at the date of the grant, using an appropriate valuation model. That cost is recognised in personnel expenses, together with a corresponding increase in equity over the vesting period. Granted options are generally vested or earned during a period of three years according to a predetermined schedule. Options vested or earned can be exercised at any time and must be exercised at the latest four years after award. The vesting requires continued employment or association with the company. Social security tax on options is recorded as a liability and is recognised over the estimated vesting period. For further information refer Note 4 (salary and benefit) and Note 18 (share option plan).
Contingent liabilities and assets
Contingent liabilities are not recognised in the annual accounts. Significant contingent liabilities are disclosed, with the exception of contingent liabilities that are unlikely to be incurred. Contingent assets are not recognised in the annual accounts but are disclosed if there is a certain probability that a benefit will be received by the Company.
Statement of cash flow
The cash flow statement is prepared using the indirect method.
Going concern
The financial statement is presented on the going concern assumption. As per the date of this report HydrogenPro ASA has sufficient working capital for its planned business activities over the next twelve-month period. The Board of Directors confirmed on this basis that the going concern assumption is valid, and that financial statements are prepared in accordance with this assumption.
Events after the reporting period
New information on the company’s financial position on the end of the reporting period which becomes known after the reporting period is recorded in the annual accounts. Events after the reporting period that do not affect the company’s financial position on the end of the reporting period, but which will affect the company’s financial position in the future are disclosed if significant.
85 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
Note 2 Revenue from contracts with customers
HydrogenPro’s revenue from contracts with customers arises from the following principal sources:
Sale of Electrolyzer Systems:Revenue is recognised when control of the system is transferred to the customer, typically at delivery or installation, depending on the contract terms. When HydrogenPro enters into contracts for sales of electrolyzer systems bundled with provision of engineering, installation, and commissioning services as part of turnkey projects, revenue is recognized using the percentage of completion method. The degree of completion is calculated as expenses incurred as a percentage of estimated total expense. Total expenses are reviewed on a regular basis. If projects are expected to result in losses, the total estimated loss is recognised immediately.# Sale of Engineering Services
Revenue is recognised either in combination with electrolyzer system sales or as a standalone service, such as in FEED (Front-End Engineering Design) studies.
License and Royalty Revenue
The Company provides customers with licenses to its intellectual property. License revenue is recognized at the point in time when control of the licensed material is transferred to the customer, normally upon delivery. Royalty revenue is earned based on the customer’s subsequent sales or usage of the licensed intellectual property and is recognized when the underlying sales or usage occurs and the amount becomes measurable and collectible.
Long Term Service Agreements
The Company enters into long term service agreements covering maintenance, operational support, and the supply of spare parts for installed electrolysers. Revenue is recognized over time as the services are rendered, typically on a straight line basis over the contract period or, where relevant, based on actual usage or activity levels.
Liquidation Damages
Liquidated damages are predefined penalties imposed for breaches of contract, most commonly related to delays in project completion. In contracts with customers, LDs typically arise when project milestones or deadlines are not met. As the payment related to LDs does not correspond to a distinct good or service provided to HydrogenPro, it must be accounted for as a reduction in revenue. Specifically, if a project does not meet the defined milestones or other contract terms, HydrogenPro will establish a provision to reduce the transaction price. This provision is recognized unless it is highly probable that LDs will not be imposed. Contracts that include clauses for Liquidation Damages are reviewed on an ongoing basis. If it becomes probable that Liquidation Damages will be incurred, the estimated impact is accounted for as a reduction in revenue. This assessment is updated throughout the contract’s lifecycle to ensure accurate recognition of revenue and liabilities.
Revenue from contracts with customers has been disaggregated and presented in the tables below:
| Geographical region | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Europe | 47 586 | 196 954 |
| America | 45 898 | -5 442 |
| Asia Pacific | 1 729 | 80 |
| Total revenue | 95 212 | 191 592 |
| Major products/service lines | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Revenue from sale of electrolyser system | 79 658 | 185 396 |
| Revenue form sale of Feed and case-studies | 1 409 | 6 061 |
| License Revenue | 1 729 | - |
| Revenue from sale of sub-components, intercompany | 10 087 | - |
| Other revenue | 2 329 | 135 |
| Total revenue | 95 212 | 191 592 |
Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles Note 2 Revenue from contracts with customers Note 3 Direct Materials Note 4 Personnel Expenses Note 5 Pensions Note 6 Other Operating Expenses Note 7 Financial Income and Expenses Note 8 Income Tax Note 9 Intangible Assets, Property, Plant and Equipment Note 10 Subsidiaries, Joint Ventures, and Associates Note 11 Financial Investment Note 12 Other Receivables Note 13 Inventory Note 14 Trade Receivables Note 15 Contracts Assets and Contracts Liabilities Note 16 Cash and Bank Deposits Note 17 Share Capital and Shareholders Note 18 Shareholder Option Plan Note 19 Trade Creditors and Other Current Liabilities Note 20 Going Concern
Note 3 Direct Materials
Direct material consists of raw materials and components for project delivery. Direct materials are recognized as inventories when they are purchased and held for future use. They are measured initially at cost, which includes the purchase price (including import duties, taxes, and freight costs) and handling and other costs directly attributable to bringing the materials to their current location and condition. When these materials are used in production or project delivery and revenue is recognized, the cost of these materials is matched with revenue in the period in which they contribute to the revenue generation.
| NOK ’000 | ||
|---|---|---|
| 2025 | 2024 | |
| Direct material | 90 687 | 204 742 |
| Handling and freight expenses | 44 167 | |
| Total direct materials expense | 90 732 | 204 909 |
86 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles Note 2 Revenue from contracts with customers Note 3 Direct Materials Note 4 Personnel Expenses Note 5 Pensions Note 6 Other Operating Expenses Note 7 Financial Income and Expenses Note 8 Income Tax Note 9 Intangible Assets, Property, Plant and Equipment Note 10 Subsidiaries, Joint Ventures, and Associates Note 11 Financial Investment Note 12 Other Receivables Note 13 Inventory Note 14 Trade Receivables Note 15 Contracts Assets and Contracts Liabilities Note 16 Cash and Bank Deposits Note 17 Share Capital and Shareholders Note 18 Shareholder Option Plan Note 19 Trade Creditors and Other Current Liabilities Note 20 Going Concern
Note 4 Personnel Expenses
Option cost related to hired personnel is expensed as other operating expenses.
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Salaries | 61 962 | 62 561 |
| Sosial security tax | 9 351 | 8 967 |
| Option cost | 1 241 | 3 520 |
| Pension costs defined contribution plans | 3 861 | 2 895 |
| Other personnel costs | 1 343 | 3 082 |
| Total salaries and personnel expense | 77 757 | 81 025 |
| 2025 | 2024 | |
|---|---|---|
| Average number of full time employees | 35 | 39 |
Executive management remuneration
| NOK ’000 | Salary | Bonus | Benefits in kind | Pension expense | Total remunerat. 2025 | Total remunerat. 2024 |
|---|---|---|---|---|---|---|
| Jarle Dragvik (CEO) | 4 271 | 2312 | 152 | 147 | 6 882 | 3787 |
| Martin Thanem Holtet (CFO) | 2 556 | 1 729 | 20 | 161 | 4 466 | 2796 |
| Michael Caspersen (COO)1) | 206 | - | 1 | 8 | 215 | - |
| Erik Chr Bolstad (former CCO) | 2 467 | 959 | 38 | 171 | 3 635 | 2556 |
| Cathrin Bretzeg (CPCO) | 2 269 | 844 | 25 | 174 | 3 312 | 2357 |
| Tormod Kløve (CLO) | 2 445 | 1 527 | 24 | 161 | 4 157 | 2550 |
| Odd-Arne Lorentsen (CTO) | 2 461 | 879 | 24 | 172 | 3 536 | 1838 |
| Jon Backer (COO) | 2 251 | 774 | 50 | 172 | 3 247 | 1580 |
| Jan-Henrik Kuhlefelt (GM HP Tianjin Co Ltd)2) | 2 386 | 146 | 2 | 158 | 2 692 | - |
1) Caspersen started 1st of December 2025.
2) Kuhlefelt receives partial remuneration from HP Tianjin Co Ltd. The amounts presented represent the combined total of his compensation from both HP ASA and HP Tianjin Co Ltd.
Board of Directors remuneration
| NOK ’000 | Board fees 2025 | Other committee fees 2025 | Consultancy fee | Total remunerat. 2025 | Total remunerat. 2024 |
|---|---|---|---|---|---|
| Asta Stenhagen (Chair)1) | 684 | 108 | - | 791 | 635 |
| Marianne Aamodt (member) | 465 | 128 | - | 592 | 733 |
| Hallvard Hasselknippe (member) | 277 | 70 | - | 347 | - |
| Bjørn Hansen (member) | 462 | 13 | - | 475 | 370 |
| Haimeng Zhang (member) | - | - | - | - | - |
| Dag Opedal (ex Chair)2) | 344 | 13 | 33 | 390 | 639 |
| Jarle Tautra (ex member) | 188 | 13 | - | 200 | 590 |
| Geir Bredo Larsen (ex member) | 188 | 38 | - | 226 | 370 |
| Arild S. Frick (Chair nom. Commitee) | - | 75 | - | 75 | 303 |
| Marit Moen Vik-Langlie (member nom.commitee) | - | 50 | - | 50 | - |
| Bjørn G. Reed (member nom.commitee) | - | - | - | - | 59 |
| Terje Mikaelsen (ex Chair) | - | - | - | - | 286 |
| Ellen Hanetho (ex Chair) | - | - | - | - | 1 235 |
1) Stenhagen was elected as Chair 30.04.2025.
2) Opedal served as Chair from the 23.04.2024 to 30.04.2025.
No loans/securities have been granted to the CEO, Chair, or other related parties.
Options to leading employees and Board of Directors
| NOK ’000 | Quantity 01/01/2025 | Granted in period | Terminated in period | Exercised in period | Expiredin period | Quantity 31/12/2025 | Cost for the period |
|---|---|---|---|---|---|---|---|
| Jarle Dragvik | 400 000 | - | - | - | - | 400 000 | 1 098 |
| Martin Thanem Holtet | 150 000 | - | - | - | - | 150 000 | - |
| Cathrin Brezeg | 50 000 | - | - | - | - | 50 000 | 91 |
| Tormod Kløve | 50 000 | - | - | - | - | 50 000 | 51 |
| Jan Henrik Kulhefelt | 50 000 | - | - | - | - | 50 000 | 1 |
| Erik Christian Bolstad | 100 000 | - | - | - | - | 100 000 | - |
Granted options are generally vested or earned during a period of three years according to a predetermined schedule. Options vested or earned can be exercised at any time and must be exercised at the latest four years after award. The vesting requires continued employment or association with the company. For more details regarding stock option plan see note 18
87 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles Note 2 Revenue from contracts with customers Note 3 Direct Materials Note 4 Personnel Expenses Note 5 Pensions Note 6 Other Operating Expenses Note 7 Financial Income and Expenses Note 8 Income Tax Note 9 Intangible Assets, Property, Plant and Equipment Note 10 Subsidiaries, Joint Ventures, and Associates Note 11 Financial Investment Note 12 Other Receivables Note 13 Inventory Note 14 Trade Receivables Note 15 Contracts Assets and Contracts Liabilities Note 16 Cash and Bank Deposits Note 17 Share Capital and Shareholders Note 18 Shareholder Option Plan Note 19 Trade Creditors and Other Current Liabilities Note 20 Going Concern
Note 5 Pensions
Defined contribution plan
The company has defined contribution pension plans in accordance with local regulations. The plan covers all employees and applies to salary between 0 G and 12 G. The contribution rate is 7% of salary up to 7.1 G and 15% of salary between 7.1 G and 12 G. Employees may influence the investment management through an agreement with Gjensidige AS. Pension contributions are expensed as they are accrued. As of 31.12.2025 there were 31 members covered by the scheme. The contributions recognised as expenses equaled TNOK 3 861 in 2025 and TNOK 2 895 in 2024. The contributions to CEO were TNOK 147 in 2025 and TNOK 110 in 2024.
Note 6 Other Operating Expenses
| Other operating expenses | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Rental an leasing expenses | 5 927 | 7 660 |
| Repear and maintenance expenses | 6 480 | 5 354 |
| Consultancy fees and external personnel | 31 027 | 45 380 |
| Travel expenses | 3 167 | 5 150 |
| Provision bad debts | 2 259 | 236.00 |
| Waranties | 894 | 5 509 |
| Reversal of provisions | - | -5 603 |
| Grants | -502 | -745 |
| Other operating costs | 6 399 | 14 190 |
| Total operating expenses | 55 651 | 77 131 |
| Specification auditors fee | NOK ’000 | |
|---|---|---|
| 2025 | 2024 | |
| Statutory audit | 2 017 | 3 335 |
| Other assurance services | 442 | 50 |
| Other non-assurance services | 140 | 63 |
| Total | 2 599 | 3 448 |
88 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles Note 2 Revenue from contracts with customers Note 3 Direct Materials Note 4 Personnel Expenses Note 5 Pensions Note 6 Other Operating Expenses Note 7 Financial Income and Expenses Note 8 Income Tax Note 9 Intangible Assets, Property, Plant and Equipment Note 10 Subsidiaries, Joint Ventures, and
Note 7 Financial Income and Expenses
Financial income
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Other financial income | 54.213 | 55 |
| Interest income | 6 953 | 5 884 |
| Net foreign exchange gains | - | 24 948 |
| Total financial income | 7 008 | 30 887 |
Financial expenses
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Interest on debts and borrowings | 28 | 49 |
| Impairment of shares in subsidiaries | 13 107 | - |
| Impairment of other financial assets | 23 740 | 1 839 |
| Net foreign exchange losses | 18 059 | - |
| Other financial expenses | 0 | 492 |
| Total financial expenses | 54 934 | 2 380 |
88 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles Note 2 Revenue from contracts with customers Note 3 Direct Materials Note 4 Personnel Expenses Note 5 Pensions Note 6 Other Operating Expenses Note 7 Financial Income and Expenses Note 8 Income Tax Note 9 Intangible Assets, Property, Plant and Equipment Note 10 Subsidiaries, Joint Ventures, and# Note 8 Income Tax
Income tax expense for the year NOK ’000
| 2025 | 2024 | |
|---|---|---|
| Tax Income | 187 | - |
| Changes in deferred tax | - | - |
| Total income tax expense | 187 | - |
Basis for income tax expense NOK ’000
| 2025 | 2024 | |
|---|---|---|
| Profit / loss (-) before taxes | -181 557 | -146 924 |
| Permanent differences | 15 533 | 3 582 |
| Changes in temporary differences | 12 247 | 165 113 |
| Use of tax loss carried forward | - | -21 771 |
| Basis for tax payable | -153 567 | - |
Explanation as of why the current year’s tax expense is not 22% of the profit before tax: NOK ’000
| 2025 | 2024 | |
|---|---|---|
| Tax on profit before taxes (22%) | -39 943 | -32 323 |
| Tax on permanent differences (22%) | 3 417 | 788 |
| Change in not recognised deferred tax assets | 36 525 | 31 535 |
| Tax expense | - | - |
| Effective tax rate | 0.00% | 0.00% |
Overview temporary differences NOK ’000
| 2025 | 2024 | Change | |
|---|---|---|---|
| Property, Plant and Equipment | 765 | -353 | 1 118 |
| Provisions | -59 953 | -84 248 | 24 295 |
| Non current receivables or liabilities in other currencies | 1 487 | 4 622 | -3 135 |
| Production contracts | -45 673 | -10 939 | -34 735 |
| Tax loss carried forward 1) | -449 900 | -296 333 | -153 567 |
| Total | -553 275 | -387 251 | -166 024 |
Deferred Tax Asset NOK ’000
| 2025 | 2024 | Change | |
|---|---|---|---|
| Deferred tax assets (22%) | 121 700 | 85 195 | 36 525 |
| Deferred tax not recognised in the Statement of financial position | 121 700 | 85 195 | 36 525 |
| Deferred tax in the Statement of financial position | - | - | - |
- The majority of the deferred tax asset is related to loss carry forward. As of 31 December 2025, it is considered not likely that the tax loss carry forward will be utilised in the near future, therefore the deferred tax assets are not capitalised.
Note 9 Intangible Assets, Property, Plant and Equipment
NOK ’000
| Intangible assets | Capitalized Development Cost | Plant and machinery | Moveables | Machinery and plant in progress | Total Property Plant and Equip, Accumulated cost | |
|---|---|---|---|---|---|---|
| Accumulated cost 01.01.2025 | 11 742 | 7 382 | 795 | 8 421 | 16 598 | |
| Additions | 5 711 | 5 711 | ||||
| From machinery and plant in progress | -14 132 | 14 132 | - | - | - | |
| Accumulated cost 31.12.2025 | 11 742 | 21 514 | 795 | - | 22 309 | |
| Accumulated depreciation 01.01.2025 | 7 045 | 5 106 | 360 | 5 466 | ||
| Depreciation for the year | 2 348 | 2 235 | 121 | 2 355 | ||
| Carrying value 31.12.2025 | 2 348 | 14 173 | 314 | - | 14 488 | |
| Economic life | 5 years | 5-10 years | 5 years | |||
| Depreciation method | linear | linear | linear | |||
| Accumulated cost 01.01.2024 | 11 742 | 7 382 | 374 | - | 7 756 | |
| Additions | 421 | 8 421 | 8 842 | |||
| From machinery and plant in progress | ||||||
| Accumulated cost 31.12.2024 | 11 742 | 7 382 | 795 | 8 421 | 15 598 | |
| Accumulated depreciation 01.01.2024 | 4 697 | 3 630 | 226 | 3 856 | ||
| Depreciation for the year | 2 348 | 1 476 | 134 | 1 610 | ||
| Carrying value 31.12.2024 | 4 697 | 2 276 | 435 | 8 421 | 11 132 | |
| Economic life | 5 years | 5-10 years | 5 years | |||
| Depreciation method | linear | linear | linear |
89 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
Intangible Assets
As of 31 December 2025, the Group has capitalised NOK 11.7 million related to the development of structured ITB (Invitation to Bid) documentation. The ITB documentation forms part of the Group’s supply chain strategy and supports the procurement process for key electrolyser components by facilitating competitive supplier bidding. The development work was initiated in the second half of 2020 and completed in 2021. The related costs were capitalised as intangible assets in accordance with Norwegian GAAP, as the project met the criteria for recognition, including probable future economic benefits and reliable measurement of the expenditure. The asset has an estimated useful life of five years, and amortisation commenced in January 2021, with full amortisation expected by December 2026. The Group has assessed the carrying amount of the capitalised development costs and determined that no impairment is required as of 31 December 2025.
Property, Plant and Equipment
The Technology Center at Herøya comprises two containers located close to HQ of HydrogenPro in Porsgrunn. The containers were acquired in 2020 and 2022 and have been subject for 5 years straight line depreciation from the date of acquisition. In addition, the Group has invested in a new facility for full-scale testing of its equipment and technology. The total investment of NOK 14.1 million (NOK 5.7 million and NOK 8.4 million in 2025) was capitalised as plant and machinery in 2025 and is depreciated on a straight-line basis over ten years.
Note 10 Subsidiaries, Joint Ventures, and Associates
The table below shows ownership in subsidiaries. Ownership interest corresponds to voting interest if not otherwise stated.
| Company | Ownerhip | Registered office | Functional currency | Total equity in 2025 (Functional currency '000) | Net Income/(loss) 2025 (Functional currency '000) | Carrying value NOK '000 2025 | Carrying value NOK '000 2024 |
|---|---|---|---|---|---|---|---|
| Hydrogenpro ApS | 100 % | Denmark | DKK | 35 881 | -13 056 | 166 521 | 88 226 |
| HydrogenPro France1) | 100 % | France | EUR | -24 | -8 | - | 50 |
| HydrogenPro Inc | 100 % | USA | USD | -1 156 | -330 | 177 | 177 |
| HydrogenPro Tianjin Co Ltd2) | 75 % | China | CNY | -13 380 | -20 430 | 50 898 | 50 898 |
| HydrogenPro Shanghai CO Ltd | 100 % | China | CNY | 5 462 | -4 335 | 7 864 | 20 998 |
| Kvina Energy AS1) | 50 % | Norway | NOK | -13 | 2 500 | - | 51 |
| HydrogenPro GmbH | 100 % | Germany | EUR | -553 | -570 | 321 | 321 |
| Total | 225 781 | 160 721 |
1) Kvina and HP France will be liquidated in 2026 and have been impaired as of 31.12.2025.
2) In November 2025, Hydrogen entered into an agreement with the minority shareholders of HydrogenPro Tianjin to acquire the remaining 25% of the shares in Tianjin. The transfer was finalized in January 2026.
3) HydrogenPro restructured its Chinese operations in 2024, closing the Shanghai office and relocating key personnel to Tianjin, which effectively discontinued the Shanghai entity. As of 31 December 2025, the investment in HydrogenPro Shanghai has been impaired to its remaining equity value of MNOK 7.864.
Loans to group companies NOK ’000
| 2025 | 2024 | |
|---|---|---|
| Hydrogenpro ApS | 9 283 | 36 923 |
| Kvina Energy AS | - | 3 806 |
| HydrogenPro Inc | 11 481 | 11 973 |
| HydrogenPro Tianjin Co Ltd | 14 397 | 684 |
| HydrogenPro GmbH | 7 425 | - |
| Total | 42 586 | 53 386 |
Other transactions with group companies NOK ’000
| Purhase | Sales | Interest | Pre-payments | ||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | |
| HydrogenPro Tianjin Co Ltd | 17 051 | 13 084 | - | - | - | - | - |
| HydrogenPro Shanghai CO Ltd | 36 463 | 126 165 | - | - | - | - | 1 385 |
| HydrogenPro ApS | 6 437 | 1 608 | 10 087 | - | 2 995 | 678 | 15 182 |
| Kvina Energy AS | - | - | - | - | 134 | 252 | - |
| HydrogenPro Inc | 2 651 | 1 771 | - | - | 876 | 575 | - |
| Total | 62 602 | 142 628 | 10 087 | - | 4 229 | 1 505 | 16 567 |
90 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
Note 11 Financial Investment
| Balance as of 31.12 | |
|---|---|
| 2025 | |
| Convertible receivable DG Fuels | |
| Opening balance 1 January | 34 060 |
| Non-temporary impairment | -18 421 |
| Foreign currency translation effect | -3 544 |
| Balance as of 31.12 | 12 095 |
In October 2021, the Company entered into an agreement with DG Fuels LLC and acquired a convertible promissory note with a principal amount of USD 3.0 million (NOK 30 million). The note carries an annual interest rate of 10% and matures in June 2027. Under certain conditions, the instrument may be converted into equity in DG Fuels. The investment is classified as a non current financial asset and is measured cost, less impairment in accordance with Norwegian GAAP. The Company assesses the carrying amount at each reporting date, considering credit risk, liquidity, project progress, and other relevant information.
91 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
As of the reporting date, the assessment indicated a decline in value that is not considered temporary, and the carrying amount has therefore been reduced. The impairment reflects the early stage nature of DG Fuels’ operations and ongoing funding challenges. The impairment loss has been recognised in the income statement under net financial items.
Note 12 Other Receivables
Other non-current assets NOK ’000
| 2025 | 2024 | |
|---|---|---|
| Receivables from associated companies | 1 098 | 2 354 |
| Other non-current receivables | 87 | 69 |
| Total other non-current current reciavables as of 31.12 | 1 185 | 2 423 |
Other current receivable NOK ’000
| 2025 | 2024 | |
|---|---|---|
| Pre-paid costs associated companies | 16 567 | 4 100 |
| Other pre-paid expenses | 2 063 | 2 571 |
| VAT net receivables | 1 187 | 2 354 |
| Total other current receivables as of 31.12 | 19 817 | 9 025 |
Note 13 Inventory
NOK ’000
| 2025 | 2024 | |
|---|---|---|
| Raw material | 3 034 | 1 082 |
| Balance as of 31.12 | 3 034 | 1 082 |
Inventories comprise purchased raw material.Raw materials include parts that become an integrated part of final finished goods. Obsolescence is considered for inventories and as of 31.12.2025 there are no write-downs performed on obsolete goods. Inventories are measured under the weighted-average cost formula.
Note 14 Trade Receivables
| Accounts receivables NOK ’000 | 2025 | 2024 |
|---|---|---|
| Receivables related to revenue from contracts with customers - external | 6 942 | 115 283 |
| Receivables related to sale of free issued material - internal | 41 634 | 36 690 |
| Total accounts receivables (Gross) | 48 576 | 151 973 |
| Allowance for expected credit losses | 3 640 | - |
| Total trade receivables (Net) as of 31.12 | 44 936 | 151 973 |
Trade receivables are non-interest bearing and are normally settled on 30-days payment terms.
Note 15 Contracts Assets and Contracts Liabilities
HydrogenPro’s equipment contracts with customers typically include milestone-based payments with variable structures. Payments are invoiced when specific criteria are met, such as contract acceptance, major supplier purchases, delivery/shipment, and installation/commissioning. The payment structure of the contracts typically results in advance payments and progress billings exceeding the satisfaction of performance obligations in progress, resulting in a net contract liability. On the other hand, if the company delivers by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Contract Assets
A contract asset represents the Company’s right to consideration for goods or services transferred to a customer before payment is received or due. When goods/services are delivered before invoicing, the earned but conditional consideration is recognized as a contract asset. At each balance sheet date, the cumulative costs incurred and recognized profit/losses on contracts are compared to advances and progress billings: If cumulative costs plus recognized profits exceed advances and billings, the balance is recorded as “contract assets” (due from customers on construction contracts). When the contract asset becomes an unconditional right to payment, it is reclassified as trade receivables, typically upon invoicing.
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Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
| Contract assets and contract liabilities NOK ’000 | 2025 | 2024 |
|---|---|---|
| Contract assets | ||
| Balances as of 01.01 | 15 272 | 65 836 |
| Transfers from contract assets recognised at the beginning of the period to receivables | -15 263 | -51 442 |
| Impairment of contract assets | - | -1 380 |
| Increases due to measure of progress in the period | 12 998 | 2 258 |
| Balances as of 31.12 | 13 007 | 15 272 |
Contract Liabilities
A contract liability is the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the company transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the company delivers under the contract. Where advances and progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts within “contract liabilities”. Contract assets relate to consideration for work completed.
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Contract liabilities | ||
| Balances as of 01.01 | 916 | 49 641 |
| Revenue from amounts included in contract liabilities at the beginning of the period | -916 | -49 641 |
| Billing and advances received not recognised as revenue in the period | 373 | 916 |
| Balances as of 31.12 | 373 | 916 |
Note 16 Cash and Bank Deposits
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Cash and bank deposits | 91 553 | 156 767 |
| Total cash and cash deposits | 91 553 | 156 767 |
For the purpose of the statement of cash flows, cash and bank deposits comprise the following at 31 December:
The company has no credit facilities.
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Restricted bank deposit | 4 295 | 3 816 |
Note 17 Share Capital and Shareholders
The 20 main shareholders at 31.12.2025 are:
| Shareholder | Number of shares | Ownership interest |
|---|---|---|
| Clearstream Banking S.A. | 16 646 917 | 17.43% |
| UniCredit Bank Austria AG | 15 994 036 | 16.74% |
| Deutsche Bank Aktiengesellschaft | 12 703 209 | 13.30% |
| Mitsubishi heavy Industries Ltd | 11 731 165 | 12.28% |
| TM Holding AS | 9 635 182 | 10.09% |
| Richard Espeseth | 7 932 300 | 8.30% |
| Avanza Bank AB | 2 547 838 | 2.67% |
| Vivian Espeseth | 1 860 000 | 1.95% |
| Enern Invest AS | 1 408 433 | 1.47% |
| Tor Danielsen | 1 303 872 | 1.36% |
| Nordea Bank Abp | 1 244 436 | 1.30% |
| BNP Paribas | 732 314 | 0.77% |
| Morgan Stanley & Co. Int. Plc. | 730 939 | 0.77% |
| Nordea Bank Abp | 685 776 | 0.72% |
| Arild Hansen | 650 000 | 0.68% |
| Skandinaviska Enskilda Banken AB | 559 786 | 0.59% |
| Saxo Bank A/S | 518 065 | 0.54% |
| Caceis Bank | 472 937 | 0.50% |
| LJM As | 385 000 | 0.40% |
| KBC Bank NV | 376 648 | 0.39% |
| Total | 88 118 853 | 92.25% |
| Total other shareholders | 7 406 036 | 7.75% |
| Total number of shares | 95 524 889 | 100.00% |
Ordinary shares in 2025 (2024) at NOK 0.02 (0.02) per share: 95 524 889 (70 121 680).
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Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
Shares held by Management and Board of Directors
| Shareholder | Number of shares | Ownership interest |
|---|---|---|
| Management | ||
| Jarle Dragvik (CEO)1) | 41 033 | 0.06% |
| Martin Thanem Holtet (CFO) | 1 500 | 0.00% |
| Michael Caspersen | - | 0.00% |
| Tormod Kløve (CLO) | - | 0.00% |
| Cathrin Bretzeg (CPCO) | - | 0.00% |
| Odd-Arne Lorentsen (CTO) | - | 0.00% |
| Jon Backer (COO) | - | 0.00% |
| Jan-Henrik Kuhlefelt (GM HP Tianjin Co Ltd) | 10 000 | 0.00 % |
| Board of Directors | ||
| Asta Stenshagen (Chair) | - | 0.00% |
| Marianne Aamodt (member) | - | 0.00% |
| Hallvard Hasselknippe (member) | - | 0.00% |
| Bjørn Hansen (member) | - | 0.00% |
| Haimeng Zhang (member) | - | 0.00% |
1) Held by the controlled company Jardis Invest AS. Board of Directors Current board members do not have personal shareholdings in the Group. However, two of the board members are nominated by shareholders.
Note 18 Shareholder Option Plan
Option programme
| The company has a share option program covering certain employees in senior positions. From 2019, employees, board members and guarantors were included in the option program. Granted options are generally vested or earned during a period of three years according to a predetermined schedule. Options vested or earned can be exercised at usually one year after it is granted and must be exercised at the latest four years after. The vesting requires continued employment or association with the company. The purpose of the establishment of the options program is to attract and retain key personnel. The fair value and annual expense/costs of the options are calculated based on the Black Scholes model and expense over the vesting period. The annual costs calculated and option program for 2025 are based on the Black & Scholes formula with input factors as a risk-free interest rate, volatility factor and share price at grant date. The fair value of the individual options at grant date, are then distributed over the vesting schedule agreement. Employer’s social security contributions are accrued on a quarterly basis and become payable upon the exercise of the options. The social security contributions are estimated based on the gain on the share-based instruments multiplied by the applicable social security tax rate. The total expense recognized for the share-based programs, excluding social security contributions, during 2025 was NOK 1.2 million (NOK 3.7 million in 2024). The total accrued social security contribution at year-end was NOK 0.0 million (NOK 0.0 million in 2024). The total accumulated cost related to share-based payments was NOK 43.7 million (NOK 42.6 million in 2024) as of 31 December 2025.Total costs and Social Security CONTRIBUTION NOK ’000 | 2025 | 2024 |
|---|---|---|
| Total cost | 1 241 | 3 710 |
| Total Social security contribution | - | - |
| 93 |
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Note 1 General accounting principles
Note 2 Revenue from contracts with customers
Note 3 Direct Materials
Note 4 Personnel Expenses
Note 5 Pensions
Note 6 Other Operating Expenses
Note 7 Financial Income and Expenses
Note 8 Income Tax
Note 9 Intangible Assets, Property, Plant and Equipment
Note 10 Subsidiaries, Joint Ventures, and Associates
Note 11 Financial Investment
Note 12 Other Receivables
Note 13 Inventory
Note 14 Trade Receivables
Note 15 Contracts Assets and Contracts Liabilities
Note 16 Cash and Bank Deposits
Note 17 Share Capital and Shareholders
Note 18 Shareholder Option Plan
Note 19 Trade Creditors and Other Current Liabilities
Note 20 Going Concern
Quantity and weighted average prices
| | 01.01.2025 - 31.12.2025 | 01.01.2024 - 31.12.2024 |
| :--- | :--- | :--- | :--- |
| Activity | Number of instruments | Weighted aver.strike price | Number of instruments | Weighted aver. strike price |
| Outstanding OB | 4 869 637 | 13.93 | 5 085 637 | 13.64 |
| Granted | - | 0.00 | - | 0.00 |
| Exercised | - | 0.00 | 216 000 | 7.00 |
| Released | - | 0.00 | - | 0.00 |
| Adjusted | - | 0.00 | - | 0.00 |
| Performance Adjusted | - | 0.00 | - | 0.00 |
| Cancelled | -11 000 | 17.00 | - | 0.00 |
| Terminated | -4 283 637 | 13.00 | - | 0.00 |
| Expired | - | 0.00 | - | 0.00 |
| Outstanding CB | | 20.82 | 4 869 637 | 13.93 |
| Vested CB | | | 308 333 | 20.52 |
| | | | 4 456 723 | 13.27 |
Granted instruments
No instruments were granted in either 2024 or 2025.
Outstanding Instruments Overview
| Vested Instruments 2025 | Vested Instruments 31.12.2024 | ||||||
|---|---|---|---|---|---|---|---|
| Strike price | Number of Instruments | Weighted Average remaining contractual life | Weighted Average Strike Price | Strike price | Number of Instruments | WeightedAverage Strike Price | WeightedAverage Strike Price |
| 17.00 | 25 000 | 1.17 | 17.00 | 17.00 | 25 000 | 17.00 | 17.16 |
| 17.16 | 50 000 | 0.17 | 17.16 | 17.16 | 50 000 | 17.16 | 18.20 |
| 18.20 | 50 000 | 0.87 | 18.20 | 18.20 | 50 000 | 18.20 | 20.95 |
| 20.95 | 400 000 | 3.61 | 20.95 | 20.95 | 141 666 | 20.95 | 28.00 |
| 28.00 | 50 000 | 1.50 | 28.00 | 28.00 | 41 667 | 28.00 | |
| Total | 575 000 | Total | 308 333 |
| Vested Instruments 2024 | Vested Instruments 31.12.2023 | ||||||
|---|---|---|---|---|---|---|---|
| Strike price | Number of Instruments | Weighted Average remaining contractual life | Weighted Average Strike Price | Strike price | Number of Instruments | WeightedAverage Strike Price | WeightedAverage Strike Price |
| 7.00 | 2 745 383 | 0.66 | 7.00 | 7.00 | 2 745 383 | 7.00 | 16.80 |
| 16.80 | 206 250 | 0.84 | 16.80 | 16.80 | 206 250 | 16.80 | 17.00 |
| 17.00 | 36 000 | 2.17 | 17.00 | 17.00 | 21 000 | 17.00 | 17.16 |
| 17.16 | 50 000 | 1.17 | 17.16 | 17.16 | 46 877 | 17.16 | 17.24 |
| 17.24 | 251 745 | 0.80 | 17.24 | 17.24 | 251 745 | 17.24 | 17.66 |
| 17.66 | 159 584 | 0.75 | 17.66 | 17.66 | 159 584 | 17.66 | 18.20 |
| 18.20 | 50 000 | 1.87 | 18.20 | 18.20 | 38 542 | 18.20 | 18.78 |
| 18.78 | 150 000 | 0.17 | 18.78 | 18.78 | 150 000 | 18.78 | 20.65 |
| 20.65 | 100 000 | 0.67 | 20.65 | 20.65 | 100 000 | 20.65 | 20.95 |
| 20.95 | 400 000 | 4.61 | 20.95 | 20.95 | 41 666 | 20.95 | 26.15 |
| 26.15 | 526 925 | 0.39 | 26.15 | 26.15 | 526 925 | 26.15 | 28.00 |
| 28.00 | 50 000 | 2.50 | 28.00 | 28.00 | 25 001 | 28.00 | 32.45 |
| 32.45 | 68 750 | 0.34 | 32.45 | 32.45 | 68 750 | 32.45 | 66.00 |
| 66.00 | 75 000 | 0.09 | 66.00 | 66.00 | 75 000 | 66.00 | |
| Total | 4 869 637 | Total | 4 456 723 |
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Note 19 Trade Creditors and Other Current Liabilities
NOK ’000 | 2025 | 2024 |
| :--- | :--- | :--- |
| Provisions for warranties long term | 9 814 | 9 538 |
| Total non-current liabilities | 9 814 | 9 538 |
| NOK ’000 | 2025 | 2024 |
|---|---|---|
| Trade creditors external | 4 017 | 22 782 |
| Trade creditors internal | 214 | 6 692 |
| Total trade creditors | 4 231 | 29 474 |
| Government taxes, tax deductions etc. | 5 195 | 6 020 |
| Provisions for warranties short term | 14 724 | 14 308 |
| Project related liabilities | 26 600 | 81 728 |
| Other liabilities | 12 646 | 20 768 |
| Total other current liabilites | 53 969 | 116 804 |
| Total | 63 395 | 152 298 |
Trade creditors are non-interest bearing and are normally settled on 30-day terms. Interest payable is normally settled quarterly.
Note 20 Going Concern
Management has assessed the Group’s ability to continue as a going concern, based on financial and operational information available through March 2026. The updated five-quarter rolling forecast indicates sufficient liquidity beyond the forecast period, assuming timely execution of planned operational and financial measures. The Group’s commercial position has been strengthened through EPC/system-integrator partnerships and a targeted pipeline with high-probability 2026 FID opportunities.Based on this assessment, Management concludes that the Group has adequate resources to continue operations for at least 12 months from the reporting date, and the financial statements are therefore prepared on a going concern basis. However, the Group remains exposed to uncertainties related to market conditions, customer investment decisions, and the timing of contract awards. These factors could affect future cash flows and create material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern. Management’s assessment reflects the best information available at the date of approval of these financial statements.
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We hereby confirm that the annual accounts for the Group and the Company for 2025 to the best of our knowledge have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Company taken as a whole. The Directors’ report gives a true and fair view of the development and performance of the business and the position of the Group and the Company, as well as a description of the principal risks and uncertainties facing the Group.
Statement Pursuant to Section 5-5 of the Norwegian Securities Trading Act
Porsgrunn/Oslo 26 March 2026
(All signatures electronically signed)
Asta Ellingsen Stenhagen Chair
Marianne Mithassel Aamodt Board member
Hallvard Hasselknippe Board member
Bjørn Hansen Board member
Haimeng Zhang Board member
Jarle Dragvik CEO
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Alternative Performance Measures
HydrogenPro discloses alternative performance measures (APM). This is based on the group’s experience that APMs are frequently used by analysts, investors and other parties as supplemental information. The purpose of APMs is to provide an enhanced insight into the operations, financing and future prospects of the group. Management also uses these measures internally to drive performance in terms of monitoring operating performance and long-term target setting. APMs are adjusted IFRS measures that are defined, calculated and used in a consistent and transparent manner over the years and across the group where relevant. Financial APMs should not be considered as a substitute for measures of performance in accordance with the IFRS.
HydrogenPro’s financial APMs:
Gross profit marginis defined as gross profit (Revenues – Direct materials) divided by revenues in percentage. EBITDAis defined as earnings before interest, tax, depreciation, amortisation and impairment, corresponding to operating profit/(loss) plus depreciation, amortisation and impairment. Order intakeis defined as firm purchase order with agreed price, volume, timing, term and conditions entered within a given period. The order intake includes both contracts and change order. For service contracts and contract with uncertain transaction price, the order intake is based on estimated revenue. The measure does not include potential change order. Backlogis defined as a firm purchase order with agreed price, volume, timing, term and condition and where revenue is yet to recognize. The backlog includes both contracts and change order. For service contracts and contract with uncertain transaction price, the backlog is based on estimated revenue. The measure does not include potential change order. Equity Ratio shows the proportion of total assets financed by shareholders’ equity. It is calculated as:
Equity Ratio =Total Equity/Total Assets
| alternative performance measures | NOK million | 2025 | 2024 |
|---|---|---|---|
| Revenue from contracts with customers | 87 | 196 | |
| Direct materials | 61 | 147 | |
| Gross profit/(loss) | 25 | 49 | |
| Gross profit/(loss) | 25 | 49 | |
| Revenue from contracts with customers | 87 | 196 | |
| Gross profit margin | 29 % | 25 % | |
| Gross profit/(loss) | 25 | 49 | |
| Personnel expenses | 137 | 144 | |
| Other operating expenses | 81 | 109 | |
| EBITDA | -193 | -204 | |
| EBITDA | -193 | -204 | |
| Depreciation and amortization expenses | 22 | 23 | |
| Operating profit/(loss) (EBIT) | -215 | -227 |
| NOK million | 2025 | 2024 | |
|---|---|---|---|
| Order backlog start of period | 305 | 423 | |
| Order intake | 57 | 38 | |
| Revenue fro,m projects contracts with customers | -83 | -192 | |
| Deferred Revenue Recognition | 26 | - | |
| Revaluation | -31 | 36 | |
| Order backlog end of period | 275 | 305 |
| NOK million | 2025 | 2024 | |
|---|---|---|---|
| Total equity | 247 | 348 | |
| Total Assets | 367 | 582 | |
| Equity Ratio | 67.3 % | 59.9 % |
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Auditor’s Report
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Appendix
| Sustainability Factbook | 101 |
|---|---|
| GRI Content Index | 107 |
| GHG Accounts | 109 |
| Voluntary Reporting Under Article 8 of the EU Taxonomy Regulation | 112 |
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Sustainability Factbook
HydrogenPro ASA has reported for the period from 1 January 2025 to 31 December 2025 in accordance with the Global Reporting Initiative (GRI) Standards.In addition, we have added a voluntary but not comprehensive reporting according to the EU Taxonomy for sustainable activities. All subsidiaries and units in HydrogenPro ASA that were operating in 2025 are covered by the report, this means the operations in Norway, Denmark, Germany, and China. For more information about the company structure, see page 10. The ESG report and related data are not subject to external assurance.
In 2025, we are pleased to report reductions in several environmental impact areas, including material consumption, water usage, and waste generation. Conversely, energy consumption increased during the year. These changes primarily reflect a shift in our operational focus towards component manufacturing of large electrolysers, which are shipped from China to Europe for assembly and further production. In Europe, emphasis has been placed on large-scale testing and the establishment of new production lines in Denmark, contributing to higher energy use. The reduction in environmental impact this year is largely due to a combination of stabilised production levels and continued market challenges, which have led to lower overall output compared to previous years. While this has resulted in decreased resource consumption, the increased energy demand is primarily driven by the extensive testing activities, highlighting the evolving nature of our operational processes. We remain committed to transparency and continuous improvement in our environmental performance. The data presented in this report reflects our ongoing dedication to reducing our environmental footprint and promoting sustainable practices across our operations.
Key sustainability data
Environment
To provide a comprehensive view of recent changes, we also reflect on last year’s developments to highlight the distinct factors influencing energy consumption across both periods. The decrease in energy consumption in 2024 is primarily due to the exclusion of the Datang facility from our operations. In 2023, Datang accounted for 76% of our total heat consumption and 27% of our electricity consumption. Its removal has significantly reduced our overall energy use. This also applies to the diesel consumption for forklifts, which has decreased due to one of the forklifts previously used in Datang being out of operation. In contrast, the notable increase in electricity consumption in 2025 is primarily due to the testing of the full-scale “StackOne” electrolyzer at the test center in Norway, which demands significantly more power than the smaller-scale testing conducted in previous years. There is also an increase in Denmark, reflecting the overall scale-up of production activities and related operational requirements.
In 2024, material consumption decreased due to changes in production and operational processes. The shift from complete machine deliveries to component deliveries led to a reduction in plastic packaging, with wooden boxes becoming the primary packaging material. Additionally, the exclusion of the Datang facility contributed to lower chemical and nickel consumption. The overall decrease in production volumes also resulted in a significant reduction in the use of cutting fluids and hydraulic fluids.
In 2025, material consumption reflected a further shift in production activities, with a mixture of complete electrolyzer deliveries and component manufacturing. This contrasts with 2023, which was primarily focused on complete electrolyzer deliveries, and 2024, which was dominated by component deliveries. Most materials used are non-renewable, with wooden trays being the only exception. Recycled input material accounts to 0% of the materials used.
Water discharge equals water withdrawal, except neglectable amounts (<1 m3) of evaporated water that comes out of our test electrolyzers in form of hydrogen and oxygen. The substantial decrease in water withdrawal from 2023 to 2024 can primarily be attributed to a shift in testing scale, with industrial-scale testing conducted in 2023 transitioning to pilot- scale testing in 2024.
The reduction in waste generation in 2024 is primarily driven by changes in production and operational processes. The transition from complete machine delivery to component delivery resulted in decreased plastic packaging waste, as wooden boxes became the primary packaging material. Additionally, variations in specific waste streams, such as lye waste, are due to inventory usage from purchases made in previous years (2022 and 2024), rather than new material consumption in 2025. Overall, the lower waste volumes reflect a year with reduced operational activity.
100% of all non-hazardous waste categories are diverted from disposal, as they are handled by waste companies which are contracted to either prepare them for reuse, recycle them or perform other recovery operations on them. The specific numbers are not known at this time, except for the fact that 100% of the steel waste reported is recycled by the waste company handling it. All the hazardous waste fractions above are collected by specialized waste companies which are contracted to handle these according to local laws and regulations. However, it is not known at this time how much of the hazardous waste is disposed of or diverted from disposal.
| Energy consumption by source | KWh | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Fuels consumption | ||||||
| Motor gasoline | - | 10 634 | 0 | 0 | 0 | |
| Diesel for forklifts | - | - | 99 200 $^{1)}$ | 28 847 $^{1)}$ | 79 646.30 | |
| Indirect energy | ||||||
| Electricity | 34 829 | 1 548 546 | 1 547 185.37 | 829 575.29 | 13 717 718.58 | |
| Heat | 67 185 | 161 087 | 1 053 298.36 | 141 130.23 | 164 218.73 |
$^{1)}$ The original value of 10 000 liters is converted to kWh using the UK Government GHG Conversion Factors for Company Reporting, DEFRA
| Materials procured by type | Tonnes | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Raw materials | ||||||
| Steel | - | 79.42 | 2 291.01 | 931.56 | 119.86 | |
| Nickel | - | - | 25.25 | 2.33 | 28 | |
| Nickel foam | - | - | 94.6 | 25.74 | 18.5 | |
| Associated processing materials | ||||||
| K3[Fe(CN)6] | 0.00002 | 0 | ||||
| Cutting fluid | - | 0.50 | 21 | 1.5 $^{1)}$ | 1.6 | |
| Argon | - | - | 23 | 189.50 | 7.98 | 0.003 |
| Chemicals | - | 75.8 | 25.88 | 0.05 | ||
| Hydraulic fluids | 2.2 | 0.69 | ||||
| Lye | 0.02 | |||||
| Semi-manufactured goods or parts | - | - | 1 203.51 | 536.14 | 76.9 | |
| Materials for packaging purposes | ||||||
| Wrapping plastic | - | - | 20.11 | 0.20 | 1.05 | |
| Wooden trays | - | - | 53.80 | 100.78 | 28.8 | |
| Iron nail | 0.6 | 0.12 | ||||
| Crystal plate | 0.5 | 0 |
$^{1)}$ Under the assumption that cutting fluids have the same density as water, the original value of 1 600 liters is converted to tonnes by following the convertion factor 1L=1kg.
| Water withdrawal | M3 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Total water withdrawal | 148 641 | 35 351.76 | 2 271.03 | 1 850.04 | ||
| From municipal water supplies - surface water | 23 519 | 35 224.66 | 841.33 | 1 850.04 | ||
| From municipal water supplies - ground water | 125 122 | 127.10 | ||||
| From municipal water supplies – produced water | 1 429.70 |
| Waste generated | Tonnes | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Non-hazardous waste | ||||||
| Paper/cardboard | 0.5 | 1.5 | 1.67 | 1.45 | 2.23 | |
| Plastic | 0.05 | 0.35 | 3.37 | 1.09 | 0.47 | |
| Residual waste | - | 1.68 | 4.97 | 1.19 | 3.01 | |
| Biological/food waste | - | 0.32 | 0.95 | 0.18 | 6.12 | |
| Glass | 0.05 | 0.73 | 0.19 | 0.01 | 0.05 | |
| Steel | 0.1 | 53.08 | 944.10 | 489.66 | 1.25 | |
| Packaging (styroform) | - | 0.1 | 0.10 | 0.10 | 0.10 | |
| Wooden trays | - | - | 24.01 | 4.77 | 4 | |
| Diaphragm waste | 3.97 | 0.02 | ||||
| Hazardous waste | ||||||
| Water-diluted lye | 2 | 26 | 0.1 | 48.88 | 0.4 | |
| Mineral oils and cutting fluids | - | 0.74 | 0.4 | 2 | 4.51 | |
| Oil drums | - | - | 1.1 | 3.2 | 0.5 | |
| Nickel | - | - | 0.1 | 0.2 | 6 | |
| Gas | - | - | 0.1 | 0.1 | 0.2 | |
| Chemicals | - | - | 0.1 | 0.1 | 0.1 | |
| General | - | - | 0.1 | - |
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GHG emissions
HydrogenPro’s greenhouse gas emission inventory can be found in our GHG accounts on page 109. We did not have emissions of ozone-depleting substances (ODS), nor Nitrogen oxides (NOx), sulfur oxides (SOx), or other significant air emissions in the reporting period.
Social
Please note, numbers in this section are denoted as headcount at the end of the reporting period, 31.12.2025, unless other information is stated. The average number of FTE’s during the reporting period was 122,8, with the highest in January and February (151) and the lowest in December (87). No non-guaranteed hours employees were employed in 2025.
All employees by gender and region
The three workers who are not employees and whose work is controlled by the organization in Norway are performing administrative tasks. All workers had either semi-permanent or temporary time- limited contractual relationships with the company. The average number of workers who are not employees was 7.3, with the highest in June (18) and the lowest in December (3).
| Total number of employees | Female | F% of region | F% of total | Male | M% of region | M% of total | Total | |
|---|---|---|---|---|---|---|---|---|
| Norway | 11 | 35% | 11% | 20 | 65% | 21% | 31 | |
| Denmark | 4 | 12% | 4% | 30 | 88% | 31% | 34 | |
| Germany | 1 | 33% | 1% | 2 | 67% | 2% | 3 | |
| China | 8 | 29% | 8% | 20 | 71% | 21% | 28 | |
| Total | 24 | 25% | 72 | 75% | 96 |
| Permanent employees | Female | F% of region | F% of total | Male | M% of region | M% of total | Total | |
|---|---|---|---|---|---|---|---|---|
| Norway | 11 | 35% | 11% | 20 | 65% | 21% | 31 | |
| Denmark | 1 | 3% | 1% | 21 | 62% | 22% | 22 | |
| Germany | 1 | 33% | 1% | 2 | 67% | 2% | 3 | |
| China | 8 | 29% | 8% | 20 | 71% | 21% | 28 | |
| Total | 21 | 22% | 63 | 66% | 84 |
| Temporary employees | Female | F% of region | F% of total | Male | M% of region | M% of total | Total | |
|---|---|---|---|---|---|---|---|---|
| Norway | 0 | 0% | 0% | 0 | 0% | 0% | 0 | |
| Denmark | 3 | 9% | 3% | 9 | 26% | 9% | 12 | |
| Germany | 0 | 0% | 0% | 0 | 0% | 0% | 0 | |
| China | 0 | 0% | 0% | 0 | 0% | 0% | 0 | |
| Total | 3 | 3% | 9 | 9% | 12 |
| Full-time employees | Female | F% of region | F% of total | Male | M% of region | M% of total | Total | |
|---|---|---|---|---|---|---|---|---|
| Norway | 11 | 35% | 11% | 20 | 65% | 21% | 31 | |
| Denmark | 2 | 6% | 2% | 23 | 68% | 24% | 25 | |
| Germany | 1 | 33% | 1% | 2 | 67% | 2% | 3 | |
| China | 8 | 29% | 8% | 20 | 71% | 21% | 28 | |
| Total | 22 | 23% | 65 | 68% | 87 |
| Part-time employees | Female | F% of region | F% of total | Male | M% of region | M% of Total | Total | |
|---|---|---|---|---|---|---|---|---|
| Norway | 0 | 0% | 0% | 0 | 0% | 0% | 0 | |
| Denmark | 2 | 6% | 2% | 7 | 21% | 7% | 9 | |
| Germany | 0 | 0% | 0% | 0 | 0% | 0% | 0 | |
| China | 0 | 0% | 0% | 0 | 0% | 0% | 0 | |
| Total | 2 | 2% | 7 | 7% | 10 |
| Workers who are not employees | Female | F% | Male | M% | Total | |
|---|---|---|---|---|---|---|
| Norway | 1 | 33% | 2 | 67% | 3 | |
| Denmark | 0 | 0% | 0 | 0% | 0 | |
| Germany | 0 | 0% | 0 | 0% | 0 | |
| China | 0 | 0% | 0 | 0% | 0 | |
| Total | 1 | 33% | 2 | 67% | 3 |
103 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Employee Turnover <30 years 30-50years >50 years Total % of region % of total
Female Norway 0 2 1 3 38% 9%
Denmark 0 0 0 0 0% 0%
Germany 0 0 0 0 0% 0%
China 0 8 0 8 0% 23%
Total 0 10 1 11 31%
Male Norway 1 2 2 5 63% 14%
Denmark 2 0 0 2 100% 6%
Germany 0 0 0 0 0% 0%
China 0 16 1 17 0% 49%
Total 3 18 3 24 69%
Total Norway 1 4 3 8 23%
Denmark 2 0 0 2 0%
Germany 0 0 0 0 0%
China 0 24 1 25 71%
Total 3 28 4 35 100%
New employee hires <30 years 30-50 years >50 years Total % of region % of total
Female Norway 0 0 0 0 0% 0%
Denmark 2 0 0 2 10% 10%
Germany 0 0 0 0 0% 0%
China 0 0 0 0 0% 0%
Total 2 0 0 2 10%
Male Norway 0 1 0 1 100% 5%
Denmark 11 7 0 18 90% 86%
Germany 0 0 0 0 0% 0%
China 0 0 0 0 0% 0%
Total 11 8 0 19 90%
Total Norway 0 1 0 1 5%
Denmark 13 7 0 20 95%
Germany 0 0 0 0 0%
China 0 0 0 0 0%
Total 13 8 0 21 100%
Work-related injuries and ill health
| Work-related ill health | Work-related injuries | |
|---|---|---|
| Fatalities as a result of work-related ill health | 0 | 0 |
| Recordable work-related ill health | 0 | 0 |
| Fatalities as a result of work-related injury | 0 | 0 |
| Total fatalities | ||
| frecuency rate | ||
| High-consequence recordable work-related injuries | 0 | 0 |
| Total high-consequence injuries frequency rate | ||
| Recordable work- related injuries | 0 | 0 |
| Total recordable injuries (TRI) frequency rate | ||
| Total hours worked | 238 560 | |
| Employees | ||
| External Workers | 0 | 0 |
| n/a | ||
| n/a |
1) Frequency rates are calculated using a work hour factor of 200 000 hours. For external workers only the number of cases is reported and not frequency rates, as data on hours worked by external workers is not available. No workers excluded from the disclosure. 104 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
Diversity of employees <30 years 30-50 years >50 years Total % of EC % of total
Female
Full-time Permanent 2 16 3 21 25% 21%
Temporary 1 0 0 1 33% 1%
Contracted 0 0 1 1 33% 1%
Part-time Permanent 0 0 0 0 0% 0%
Temporary 2 0 0 2 22% 2%
Contracted 0 0 0 0 0% 0%
Total 5 16 4 23 23%
Male
Full-time Permanent 5 46 12 63 75% 64%
Temporary 2 0 0 2 67% 2%
Contracted 0 0 2 2 67% 2%
Part-time Permanent 0 0 0 0 0% 0%
Temporary 7 0 0 7 78% 7%
Contracted 0 0 0 0 0% 0%
Total 14 46 14 67 68%
Total
Full-time Permanent 7 62 15 84 85%
Temporary 3 0 0 3 3%
Contracted 0 0 3 3 3%
Part-time Permanent 0 0 0 0 0%
Temporary 9 0 0 9 9%
Contracted 0 0 0 0 0%
Total 19 62 18 99 100% 100%
Career and development review
| | Permanent | Temporary | Contracted | Non-guaranteed |
| :--- | :--- | :--- | :--- | :--- |
| Female Norway | 100% | n/a | n/a | n/a |
| Denmark | 100% | 100% | n/a | n/a |
| Germany | 100% | n/a | n/a | n/a |
| China | 59% | n/a | n/a | n/a |
| Total | 86% | 100% | 0% | 0% |
| Male Norway | 100% | n/a | n/a | n/a |
| Denmark | 100% | 100% | n/a | n/a |
| Germany | 100% | n/a | n/a | n/a |
| China | 27% | n/a | n/a | n/a |
| Total | 76% | 100% | 0% | 0% |
| Total Norway | 100% | n/a | n/a | n/a |
| Denmark | 100% | 100% | n/a | n/a |
| Germany | 100% | n/a | n/a | n/a |
| China | 36% | n/a | n/a | n/a |
| Total | 84% | 100% | 0% | 0% |
Diversity of governance bodies
| Age group | Female | F% | Male | M% | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| <30 years | 0 | 0% | 0 | 0% | 0 |
| 30-50 years | 0 | 0% | 1 | 0% | 1 |
| >50 years | 2 | 40% | 2 | 40% | 4 |
| Total | 2 | 40% | 3 | 60% | 5 |
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Ratio of salary
Ratio of the annual total compensation for the organization’s highest-paid individual to the median annual total compensation for all employees
Ratio (highest/median)
Norway 3.7
Denmark 3.35
China 3.5
Ratio of the percentage increase in annual total compensation for the organization’s highest paid individual to the median percentage increase in the annual total compensation for all employees.
Ratio (highest/median)
Norway 1.01
Denmark 1.00
China 1.00
No employees reported in the above have been excluded. Pay rates for part- time employees are adjusted to full-time position. Compensation includes base salary as of 31.12.2025, transportation agreement, pension contribution, value of insurance, and value of electronic
Ratio of the basic salary and remuneration of women to men for each employee category 1) , by significant locations of operation 2) .
| | All employees | Permanent | Temporary | Full-Time | Part-Time |
| :--- | :--- | :--- | :--- | :--- | :--- |
| NO 0.76 | 0.76 | n/a | 0.76 | n/a |
| CXO 3) 0.96 | 0.96 | n/a | 0.96 | n/a |
| NO ex. CXO 0.83 | 0.83 | n/a | 0.83 | n/a |
| Denmark 3) 0.53 | 0.52 | 1.83 | 1.03 | 1,00 |
| China 0.53 | 0.53 | n/a | 0.53 | n/a |
1) significant locations of operation is defined as locations with more than 10 employees
2) ratio is not adjusted for any parameters, e.g. seniority, education, position level etc.
3) only one female permanently employed communication benefits. The highest-paid individuals in the significant locations of operations are as following: CEO (Norway), CCO (Denmark), General Manager (China). 106 Browse Page Search ABOUT US | GOVERNANCE | OUR IMPACT | FINANCIAL STATEMENTS | APPENDIX | CONTACT
GRI Content Index
| Code | GRI disclosure title | Reference or additional information | Page |
| :--- | :--- | :--- | :--- |
| GRI 2 General Disclosures 2021 | | | |
| 02-01 | Organizational details | Sustainability factbook | 101 |
| 02-02 | Entities included in the organization’s sustainability reporting | Sustainability factbook | 101 |
| 02-03 | Reporting period, frequency and contact point | Sustainability factbook | 101 |
| 02-04 | Restatements of information | Sustainability factbook | 101 |
| 02-05 | External assurance | Sustainability factbook | 101 |
| 02-06 | Activities, value chain and other business relationships | About HydrogenPro ASA | 10-11 |
| 02-07 | Employees | Sustainability factbook | 103-106 |
| 02-08 | Workers who are not employees | Sustainability factbook | 103-106 |
| 02-09 | Governance structure and composition | Board of Director’s Report, NUES Corporate Governance Report | 19 , 23 , 25-27 |
| 02-10 | Nomination and selection of the highest governance body | NUES Governance Report | 25 |
| 02-11 | Chair of the highest governance body | The chair of the highest governance body is not a senior executive in the organization | |
| 02-12 | Role of the highest governance body in overseeing the management of impacts | NUES Corporate Governance Report | 23 , 25-27 |
| 02-13 | Delegation of responsibility for managing impacts | NUES Corporate Governance Report | 23 , 25-27 |
| 02-14 | Role of the highest governance body in sustainability reporting | Board of Director’s Report, NUES Corporate Governance Report | 23 , 25-27 |
| 02-15 | Conflicts of interest | NUES Corporate Governance Report | 25 |
| 02-16 | Communication of critical concerns | NUES Corporate Governance Report, Ethical Business Conduct | 27 , 29 |
| 02-17 | Collective knowledge of the highest governance body | Board of Director’s Report | 20 , 21 |
| 02-18 | Evaluation of the performance of the highest governance body | Board of Director’s Report, NUES Corporate Governance Report | 25 |
| 02-19 | Remuneration policies | NUES Corporate Governance Report | 26-27 |
| 02-20 | Process to determine remuneration | NUES Corporate Governance Report | 26-27 |
| 02-21 | Annual total compensation ratio | Sustainability factbook | 106 |
| 02-22 | Statement on sustainable development strategy | Material ESG topics, Sustainability targets | 33-36 |
| 02-23 | Policy commitments | Ethical Business Conduct | 28 |
| 02-24 | Embedding policy commitments | Ethical Business Conudct | 28 |
| 02-25 | Processes to remediate negative impacts | NUES Corporate Governance Report | 26 |
| 02-26 | Mechanisms for seeking advice and raising concerns | Ethical Business Report, Board of Director’s Report | 28 , 49 |
| 02-27 | Compliance with laws and regulations | No significant instances of non-compliance during the reporting period. No monetary fines for instances of non-compliance paid. | |
| 02-28 | Membership associations | Stakeholder Dialogue | 12-13 |
| 02-29 | Approach to stakeholder engagement | Stakeholder Dialogue | 12-13 |
| 02-30 | Collective bargaining agreements | | 49 |
| Code | GRI disclosure title | Reference or additional information | Page |
| GRI 3 Material Topics 2021 | | | |
| 03-01 | 3-1 Process to determine material topics | Material ESG topics | 34 |
| 03-02 | 3-2 List of material topics | Material ESG topics | 34-35 |
| 03-03 | 3-3 Management of material topics | Material ESG topics | 34-35 |
| GRI 201 Economic Performance 2016 | | | |
| 201-2 | Financial implications and other risks and opportunities due to climate change | Board of Director’s Report | 20-21 |
| GRI 205 Anti-corruption 2016 | | | |
| 205-1 | Operations assessed for risks related to corruption | NUES Corporate Governance Report, Ethical Business Conduct | 26,28 |
| 205-2 | Communication and training about anti-corruption policies and procedures | NUES Corporate Governance Report, Ethical Business Conduct | 26,28 |
| 205-3 | Confirmed incidents of corruption and actions taken | No confirmed incidents of corruption during the reporting year | |
| GRI 301 Materials 2016 | | | |
| 301-1 | Materials used by weight or volume | Sustainability factbook | 101 |
| 301-2 | Recycled input materials used | Sustainability factbook | 101 |
| GRI 302 Energy 2016 | | | |
| 302-1 | Energy consumption within the organization | Sustainability factbook | 101 |
| 302-2 | Energy consumption outside of the organization | Data not available for 2025 | |
| 302-3 | Energy intensity | Sustainable manufacturing and supply chain | 41 |
| 302-4 | Reduction of energy consumption | Data not available for 2025 | |
| 302-5 | Reductions in energy requirements of products and services | Efficient technology and scalability | 38 |
| GRI 303 Water and Effluents 2018 | | | |
| 303-1 | Interactions with water as a shared resource | Efficient technology and scalability, Sustainable manufacturing and supply chain | 39 , 41-42 |
| 303-2 | Management of water discharge-related impacts | Efficient technology and scalability, Sustainable manufacturing and supply chain | 39 , 41-42 |
| 303-3 | Water withdrawal | Sustainability factbook | 102 |
| 303-4 | Water discharge | Sustainability factbook | 102 |
| 303-5 | Water consumption | Sustainability factbook | 102 |
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| Code | GRI disclosure title | Reference or additional information | Page |
| GRI 305 Emissions 2016 | | | |
| 305-1 | Direct (Scope 1) GHG emissions | Sustainability factbook, GHG Accounts | 109-110 |
| 305-2 | Energy indirect (Scope 2) GHG emissions | Sustainability factbook, GHG Accounts | 109-110 |
| 305-3 | Other indirect (Scope 3) GHG emissions | Sustainability factbook, GHG Accounts | 109-110 |
| 305-4 | GHG emissions intensity | Sustainable manufacturing and supply chain | |
| 305-5 | Reduction of GHG emissions | Sustainable factbook, GHG accounts | 109-110 |
| 305-6 | Emissions of ozone-depleting substances (ODS) | Sustainability factbook | 103 |
| 305-7 | Nitrogen oxides (NOx), sulfur | | |oxides (SOx), and other significant air emissions Sustainability factbook 103 GRI 306 Waste 2020 306-1 Waste generation and significant waste-related impacts Sustainable manufacturing and supply chain 42 306-2 Management of significant waste-related impacts Sustainable manufacturing and supply chain 42 306-3 Waste generated Sustainability factbook 102-103 306-4 Waste diverted from disposal Sustainability factbook 102-103 306-5 Waste directed to disposal Sustainability factbook 102-103 GRI 308 Supplier Environmental Assessment 2016 308-1 New suppliers that were screened using environmental criteria Sustainable manufacturing and supply chain 42-44 308-2 Negative environmental impacts in the supply chain and actions taken Sustainable manufacturing and supply chain 44 GRI 401 Employment 2016 401-1 New employee hires and employee turnover Sustainability factbook 104-105 GRI 402 Labor/Management Relations 2016 402-1 Minimum notice periods regarding operational changes 49 GRI 403 Occupational Health and Safety 2018 403-1 Occupational health and safety management system A safe and attractive place to work 48-49 403-2 Hazard identification, risk assessment, and incident investigation A safe and attractive place to work 48-49 403-3 Occupational health services A safe and attractive place to work 48-49 403-4 Worker participation, consultation, and communication on occupational health and safety A safe and attractive place to work 48-49 403-5 Worker training on occupational health and safety A safe and attractive place to work 48-49 403-6 Promotion of worker health A safe and attractive place to work 48-49 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships A safe and attractive place to work 48-49 Code GRI disclosure title Reference or additional information Page 403-8 Workers covered by an occupational health and safety management system A safe and attractive place to work 48-49 403-9 Work-related injuries Sustainability factbook 104 403-10 Work-related ill health Sustainability factbook 104 GRI 404 Training and Education 2016 404-1 Average hours of training per year per employee A safe and attractive place to work 49 404-2 Programs for upgrading employee skills and transition assistance programs A safe and attractive place to work 49 404-3 Percentage of employees receiving regular performance and career development reviews Sustainability factbook 105 GRI 405 Diversity and Equal Opportunity 2016 405-1 Diversity of governance bodies and employees Sustainability factbook 106 405-2 Ratio of basic salary and remuneration of women to men Sustainability factbook 106 GRI 406 Non-discrimination 2016 406-1 Incidents of discrimination and corrective actions taken A safe and attractive place to work 48 GRI 407 Freedom of Association and Collective Bargaining 2016 407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk Sustainable manufacturing and supply chain 44 GRI 408 Child Labor 2016 408-1 Operations and suppliers at significant risk for incidents of child labor Sustainable manufacturing and supply chain 44 GRI 409 Forced or Compulsory Labor 2016 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labor Sustainable manufacturing and supply chain 44 GRI 414 Supplier Social Assessment 2016 414-1 New suppliers that were screened using social criteria Sustainable manufacturing and supply chain 44 414-2 Negative social impacts in the supply chain and actions taken Sustainable manufacturing and supply chain 44
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Introduction
This report provides a detailed inventory of the company’s emission sources and associated greenhouse gas emissions for the period 1. Jan 2025 – 31. Dec 2025. The emissions are quantified according to the Greenhouse Gas (GHG) Protocol. The company’s activities and transactions are calculated into tonnes of CO-equivalents using emission factors from vetted sources. A greenhouse gas inventory allows companies to identify emission hot-spots in their operations and in their value chain, and consequently to initiate measures to mitigate their contribution to climate change. This annual report allows the company to measure their emissions over time and thereby manage their progress.
In 2025, emissions across all scopes have been influenced by operational changes and testing activities. In particular, Scope 2 emissions increased due to higher electricity consumption associated with large-scale testing in Europe. Similarly, Scope 1 emissions from stationary combustion rose, reflecting the demands of the full-scale testing. Scope 3 emissions decreased significantly, primarily driven by reductions in Category 1 (purchased goods and services). This change reflects a shift in production activities, with 2025 involving a mixture of complete electrolyser deliveries and component manufacturing, resulting in lower demand for purchased materials. Further details on these changes and their implications for our emissions profile can be found in the Sustainability Factbook on page 101.
GHG Accounts
Emissions tCO2e
| 2021 | 2022 | 2023 (base year) | 2024 | 2025 | |
|---|---|---|---|---|---|
| Mobile combustion | 0 | 2.3 | 27 | 7.7 | 21 |
| Stationary combustion | 0 | 14.01 | 173 | 55 | 229 |
| Scope 1 total | 0 | 16.3 | 200 | 63 | 250 |
| Purchased electricity 1) | 0 | 111.3 | 769 | 358 | 359 |
| Purchased heat | 0 | 30.0 | 524 | 5.6 | 6.2 |
| Scope 2 total | 0 | 141.3 | 1293 | 364 | 365 |
| Purchased good and services | 1 200.3 | 5 614.7 | 33 269 | 14 415 | 6 705 |
| Fuel and energy related emissions | 0 | 0.0 | 53 | 77 | 169 |
| Upstream transport and distribution | 1.4 | 279.3 | 316 | 76 | 113 |
| Waste generated in operations | 0.3 | 0.7 | 1 082 | 73 | 10 |
| Business travel | 0 | 10.3 | 271 | 312 | 299 |
| Upstream leased assets | 0 | 2.6 | 16 | 10 | 16 |
| Scope 3 total | 1 202.0 | 5 907.5 | 35 008 | 14 964 | 7 311 |
| Scope 1, 2 and 3 Total | 1 202.0 | 6 065.1 | 36 501 | 15 390 | 7 927 |
1) Electricity is calculated using location-based method. Read more about location-based and market-based method under Annual Inventory, Methodology and Sources in this report.
Emissions tCO2e
| 2021 | 2022 | 2023 (base year) | 2024 | 2025 | |
|---|---|---|---|---|---|
| Electricity market-based method 2) | 0 | 383.9 | 866 | 526 | 7 384 |
| Scope 2 market-based method total | 0 | 388.9 | 866 | 532 | 7 401 |
| Scope 1, 2 and 3 total market based method | 1 202.0 | 6 312.6 | 36 074 | 15 558 | 14 962 |
2) Electricity is calculated using market-based method. Read more about location-based and market-based method under Annual Inventory, Methodology and Sources in this report.
In 2023 we established our baseline year for GHG emissions, as it marked the first full year of operations for our production facility in Tianjin, China. This decision provides a reliable foundation for tracking our emissions performance over time and ensures that our data accurately reflects the scale of our operations. In 2025, overall reported GHG emissions decreased, driven predominantly by significant reductions in Scope 3 emissions. This decline reflects changes in production patterns, resulting in a reduced demand for purchased goods and services within our operations. However, emissions in Scope 1 and Scope 2 increased, largely due to higher energy consumption as well as stationary combustion associated with large-scale testing activities and expanded production operations in Europe. We continue to refine our GHG accounting practices, maintaining a dual approach that integrates both a spend-based top-down methodology and an activity- based bottom-up approach. Engaging all business units remains a key priority to ensure completeness, accuracy, and consistency in our reporting. Going forward, we remain committed to enhancing our data collection processes and implementing targeted initiatives to further reduce emissions in alignment with our sustainability strategy.
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Annual Inventory, Methodology and Sources
This Greenhouse Gas Inventory is prepared in accordance with the Greenhouse Gas Protocol (GHG Protocol) Corporate Accounting and Reporting Standard, and its related updates and guidelines. The GHG Protocol is a partnership between the World Resource Institute (WRI) and the World Business for Sustainable Development (WBCSD) that provides standards, guidance, tools and training for business and government to measure and manage climate-warming emissions. The standard covers the accounting and reporting of the seven greenhouse gases covered by the Kyoto Protocol – carbon dioxide ($\text{CO}_2$), methane ($\text{CH}_4$), nitrous oxide ($\text{N}_2\text{O}$), hydrofluorocarbons (HFCs), perfluorocarbons (PCFs), and sulphur hexafluoride ($\text{SF}_6$). The emissions of each GHG ($\text{CO}_2$, $\text{CH}_4$, $\text{N}_2\text{O}$, etc.) are calculated separately and then converted to $\text{CO}_2$ equivalents on the basis of their global warming potential.
The GHG Protocol differentiates between two approaches for consolidating the inventory: the equity share approach and the control approach. The control approach can then be defined as operational control or financial control. The inventory is based on the Operational Control approach. In accordance with the GHG Protocol, a company should account for all entities over which it has full authority to introduce and implement its operating policies. Following this approach, we made a restatement in 2023 to include emissions from the Datang nickel plating facility, which was under our operational control in 2022 and 2023 but had previously been accounted for as a supplier. However, as our operational relationship with the industrial park in Datang was terminated in December 2023, emissions from this facility were no longer included from our 2024 inventory onwards.
In line with the GHG Protocol, the inventory divides greenhouse gas emissions, calculated into $\text{CO}_2$ equivalents, into three scopes, where Scope 1 & 2 are deemed mandatory by the Protocol, while Scope 3 is encouraged but voluntary.# Scope 1 & 2
Scope 1 includes direct GHG emissions from sources that are owned or controlled by the company. These sources are categorized in four groups: mobile combustion (e.g. company-owned vehicles), stationary combustion (e.g. furnace heating of facilities), process emissions (e.g. emissions from chemical production), and fugitive emissions (e.g. leakage of refrigerants). Direct $\text{CO}_2$ emissions from the combustion of biomass, also called biogenic emissions, shall not be included in Scope 1 but should be reported separately.
Scope 2 includes indirect GHG emissions from the generation of purchased electricity consumed by the company. Purchased electricity is defined as electricity that is purchased or otherwise brought into the organizational boundary of the company. Scope 2 emissions physically occur at the facility where electricity is generated. The Protocol mandates that Scope 2 emissions must be reported in two ways: with location-based method and market-based method. Location-based method reflects the average emissions intensity of grids on which energy consumption occurs, which is usually a mix between renewable and non-renewable energy sources. It derives emission factors mostly from grid-averages for defined geographic locations, including local, subnational, or national boundaries. Market-based method reflects emissions from electricity that companies have purposefully chosen (or not chosen). It derives emission factors from contractual instruments, such as Guarantees of Origin (GoOs), Renewable Energy Certificates (RECs) and Power Purchase Agreements (PPAs). If the company has purchased such contractual instruments, the market-based emissions will reflect this, whereas if such instruments are not purchased, the market-based emissions will reflect the residual emissions of the unclaimed electricity mix (often referred to as the “residual mix”), which tends to be much higher than the location-based emission factors.
The inventory includes all material emissions on sources in Scope 1 & 2 and data is complete for both scopes, across all entities. 57.6% of our in Scope 1 & 2 is calculated based on bottom-up activity data, while 42.4% is calculated based on top-down transaction data. We did not have any biogenic emissions during the reporting period.
Scope 3
Scope 3 includes other indirect GHG emissions that occur upstream and downstream of the company’s activities. These emissions occur as a consequence of the activities of the company, but stem from sources not owned or controlled by the company. Scope 3 emissions are divided into 15 categories. For the reporting period, we have been able to include the following categories: Mobile combustion, Stationary combustion, Purchased electricity, Purchased heat, Purchased goods and services, Fuel and energy related emissions, Upstream transport and distribution, Waste generated in operations, Business travel, Upstream leased asset.
For all these categories, data is complete across all entities except for Business travel¹, where only air mileage is complete across all entities, while road and rail transport are reported for Denmark, Germany, and China and not comprehensively. Comprehensive travel emissions data for Denmark were not available for the reporting period. Consequently, the 2025 travel emissions have been estimated by carrying forward the 2024 figures, reflecting the assumption of stable travel activity between the two years. For China, travel emissions were estimated by adjusting the 2024 figures downward by 40%, based on a reduction in average headcount and anticipated changes in business travel patterns. These approaches represent the most reliable estimates achievable given current data limitations. For the other scope 3 categories not mentioned here, evaluations of relevance have not been conducted. We will continue to improve and expand our Scope 3 inventory to include all material categories in the near future.
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5.5% of our emissions in Scope 3 is calculated based on bottom-up activity data, while 94.5% is calculated based on top-down transaction data (read more about types of data in the Methodology chapter of this report).
Input data
The input data used to calculate emissions in the three scopes can either be primary data in the form of activity data that the company retrieves itself or supplier-specific activity data that is retrieved from suppliers, or it can be secondary data in the form of averages for similar activities or transaction data retrieved through accounting systems. The GHG Protocol prefers activity data to be used for calculating emissions in Scope 1 & 2, as activity data will allow for a more granular analysis that will enable decision-making. However, activity data is hard to come by for Scope 3, which leads to incomplete inventories. Thus, average and transaction-based data can be used to populate the inventory.
In addition to allowing for input of activity data, the tool used for the GHG accounts enables the calculation of transaction-based emissions using an environmentally-extended multi-regional input-output model (EE-MRIO) which estimates emissions resulting from the production and upstream supply chain activities of different sectors and products based on their geographical location. EEIO models are derived by allocating direct sectoral GHG emissions and relate these to the output level in the sector (sectoral intensities or sectoral Scope 1 emissions). All sectoral intensities are further interlinked with material and service input and output relations of all sectors in the world (66 individual economies + ROW group). By combining this model with company business data, we achieve estimated cradle-to-gate GHG emissions, and these are particularly useful when screening emission hot-spots in a global value-chain perspective. This dual approach - a bottom-up activity-based approach combined with a top-down transaction-based approach - allows companies to harness the combined strength of accuracy and completeness in their GHG inventory, thereby maximizing their ability to use the inventory for strategic decision-making in planning their decarbonization. The SaaS platform the GHG accounting tool is based on, always ensures that the GHG emissions are captured either with activity data or by the transaction-based method, thus double counting will not occur.
Changes in methodology from the 2022 GHG accounts
In 2022 the emission factors from the travel agency Bennett Norway were used to calculate emissions from business flights from the Norwegian business. From 2023 onwards, the emission factors provided by the MoreScope platform have been used for all business travels across locations.
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The Taxonomy is a classification system created by the European Union (EU) that defines specific criteria under which certain economic activities are to be considered environmentally sustainable for investment purposes. The intent is that it will serve as an important tool for financing the transition and contribute to meeting the objectives of the European Green Deal.
In Norway, the EU Taxonomy has been incorporated into Norwegian law through the Act on Disclosure of Sustainability-related Information in the Financial Sector, which entered into force 1 January 2023. Recent amendments to the Corporate Sustainability Reporting Directive (CSRD), introduced as part of the EU’s Omnibus Directive package in January 2026, have revised the scope of companies required to report. While these changes are not yet incorporated into Norwegian law, authorities have indicated that companies may voluntarily apply the updated rules ahead of formal adoption. The updated scope limits mandatory reporting to companies with more than 1,000 employees and a turnover exceeding EUR 450 million, although companies outside this scope may opt in voluntarily and comply with the same requirements.
Recognizing the interest of many of our stakeholders in this area, we have chosen to do a preliminary voluntary reporting of our Taxonomy eligible activities. For this purpose, we continue to follow last year’s version of the EU Taxonomy framework, Voluntary Reporting Under Article 8 of the EU Taxonomy Regulation maintaining the reporting structure we have applied in previous years.
The good news is that the Taxonomy is at the heart of what we do. HydrogenPro has identified two economic activities described in the EU Taxonomy Climate Delegated Act that are of relevance for our company. Most of our business activities are Taxonomy eligible under the activity 3.2 Manufacturing of equipment for the production and use of hydrogen, but we also have a small portion of R&D and engineering studies that meet the description stated in activity 9.1 Close to market research, development, and innovation.
We have identified the part of our turnover, capital expenditures (CapEx) and operational expenditures (OpEx) that are Taxonomy eligible for the accounting year of 2025 – in line with the definitions set out in the Disclosure Delegated Act
Turnover: All our turnover is Taxonomy eligible. Our revenue is derived from either sale of electrolyser systems which qualifies under activity 3.2, or revenue from sale of front-end engineering and design (FEED) and case studies, covered by activity 9.1.
CAPEX: All investments made in 2025 are related to activity 3.2 Manufacturing of equipment for the production and use of hydrogen and is thus Taxonomy eligible.
OPEX: In previous years, our calculations of OPEX showed a high degree of alignment with the EU Taxonomy. However, we recognize that OPEX is more complex to calculate compared to CapEx and turnover, and it is not a key metric for financial institutions, as it is not systematically collected or reported by them.Given these factors, we have decided not to update our OPEX calculation for this year. Instead, we will reassess and report on it as part of a full Taxonomy alignment in a future reporting cycle. In the meantime, we will continue to monitor regulatory developments and industry best practices to ensure our reporting remains aligned with expectations. Looking ahead, we will start to assess Taxonomy alignment of our activities. This is particularly interesting for activity 3.2, which covers the majority of our business. To meet the technical screening criteria set out for substantial contribution under 3.2 Manufacturing of hydrogen equipment, the equipment manufactured must produce hydrogen in accordance with the requirements set out in activity 3.10 Production of hydrogen. This entails that for hydrogen production life cycle GHG emissions must be lower than $3tCO_2e/tH_2$, equalling a life cycle GHG emission saving of 73.4%. We expect our equipment to meet the current technical screening criteria for life-cycle emissions, as our high-pressure alkaline electrolysers run on renewable energy. Further, we will assess and ensure compliance with the “do no significant harm” and “minimum social safeguard” criteria for our mandatory Taxonomy reporting in the coming years. We acknowledge that the Taxonomy is a dynamic framework and will continue to closely follow any new developments or changes.
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HydrogenPro ASA Hydrovegen 55 3936 Porsgrunn Norway hydrogenpro.com [email protected] +47 990 79 500
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