Zaptec AS — Annual Report 2021

Nov 9, 2022

Consolidated statement of profit or loss and other comprehensive income For the year ended 31 December

	Note	2021	2020
(All figures in NOK 1 000)
Continuing operat ions Revenues fr om contracts with customers	6	488 972	219 755
Other operati ng income	13	27	0
Total operating income		488 999	219 755
Operat ing expenses
Cost of goods sold		273 843	137 106
Empl oyee benefit expenses	7	77 973	43 624
Depreci ati on and amorti sation expense	11,12,13	12 890	6 221
Other operati ng expenses	7,22	61 791	20 347
Total operating expenses		426 497	207 298
Operat ing result		62 502	12 456
Finance income and expense
Finance i ncome	8	5 115	4 726
Finance expense	8	4 983	4 486
Net finance income and expense		133	240
Profit before tax		62 635	12 697
Tax expense	9	17 134	-6 029
Profit		45 501	18 725
Other comprehensive income Items that will or may be reclassified to profit or loss:
Exchange gains arising on translation of foreign operations
Total comprehensive income		3 905 49 406	63 18 788
Profit for the year attributable to:
Owners of the parent		45 501	18 583
Non-control li ng interest		0	142
Total comprehensive income at tributable to:
Owners of the parent		49 406	18 702
Non-control li ng interest		0	87
Earnings per share
Basic earnings per shares (in NOK)	10	0,603	0,321
Diluted earnings per shares (in NOK)	10	0,595	0,320

Consolidated statement of financial position As of 31 December 2021, 31 December 2020 and 01 January 2020

Asset s	Note	2021	2020	01.01.2020
(All figures in NOK 1 000)
Non-current assets
Deferred tax asset	9	5 468	16 394	10 365
Intangibl e assets	11	141 125	46 514	36 627
Property, plant and equipment	12	5 061	2 246	1 672
Right-of-use assets	13	15 210	1 388	2 776
Other non-current assets		109	82	4 003
Total non-current assets		166 973	66 624	55 443
Current assets
Inventori es	14	26 173	12 952	16 806
Financial Investments	4	183 500	221 012	0
Trade recei vabl es	15	80 916	30 780	7 502
Other current assets		28 605	8 854	2 922
Current assets		319 193	273 598	27 231
Cash and cash equi val ents	16	76 258	23 734	15 021
Total Cash and cash equivalents		76 258	23 734	15 021
Tot al current assets		395 451	297 332	42 252
Total assets		562 424	363 957	97 695

Consolidated statement of financial position As of 31 December 2021, 31 December 2020 and 01 January 2020

Equity and liabilities	Note	2021	2020	01.01.2020
(All figures in NOK 1 000)
Equity
Share capi tal	17	475	469	318
Treasury shares	17	0	0	-5
Share premi um	17	355 362	323 993	95 008
Not regi stered capital i ncrease	17	3 825	0	0
Other pai d i n equi ty		10 633	2 931	0
Foreign exchange reserve		4 093	118	0
Other reserves		20 126	-21 940	-42 229
Non controll ing i nterest			87
Total equity		394 514	305 658	53 092
Liabilities
Deferred tax	9	5 360	0	0
Loans and borrowings	18	0	3 833	7 667
Lease l iabi li ti es	13	11 619	0	1 417
Provi sions	7	6 905	4 062	169
Total non-current liabilities		23 884	7 895	9 253
Current liabilities
Loans and borrowings	18	3 833	3 834	3 833
Trade payables		66 142	32 639	18 972
Current lease li abi li ti es	13	3 813	1 417	1 359
Conti ngent consi derati on	22	38 963	0	0
Income tax payabl e	9	9 248	0	0
Other current li abil ities	19	22 026	12 516	11 187
Total Current liabilities		144 026	50 405	35 350
Total liabilities		167 910	58 300	44 603
Total equity and liabilities		562 424	363 957	97 695

Stavanger, October 14, 2022

Stig H. Christiansen (sign) Peter Bardenfleth-Hansen(sign) Christian Rangen(sign) Pål S. Valseth (sign) Chairman of the board Chief Executive Officer Board member Board member

Consolidated statement of changes in equity

(All figures in NOK 1 000)

Note	Share Capital	Treasury shares	Share premium	Not registered capital	Other paid in capital	Foreign exchange reserve	Other equity	Total equity holders of t he parent	Non controlling int erest	Total equity
31 December 2019	318	-5	95 008				-42 097	53 224		53 224
25 Effect of implementi ng IFRS							-132	-132		-132
1 January 2020	318	-5	95 008				-42 229	53 092		53 092
Pr ofi t							18 583	18 583	142	18 725
Other comprehensive Income						118		118	-55	63
Total comprehensive Income for the year						118	18 583	18 702	87	18 788
Purchase of treasury shares		-1					-599	-600		-600
Sale of treasury shares		6					2 304	2 310		2 310
Capital increase	151		228 985					229 136		229 136
Share based payments 7					2 931			2 931		2 931
Contributi ons by and distributions to owners	151	5	228 985		2 931		1 705	233 777		233 777
31 December 2020	469	0	323 993		2 931	118	-21 940	305 571	87	305 658
Pr ofi t Other comprehensive Income						3 905	45 501	45 501 3 905		45 501 3 905
Total comprehensive Income for the year						3 905	45 501	49 406		49 406
Purchase of non controlling interest Sale of treasury shares			0				-7 409 2 998	-7 409 2 998	-87	-7 495 2 998
Capital increase	6		31 369	3 825			350	35 550		35 550
Share based payments 7					8 396			8 396		8 396
Contributi ons by and distributions to
owners	6	0	31 369	3 825	8 396		-4 061	39 536	-87	39 450
31 December 2021	475	0	355 362	3 825	11 327	4 023	19 500	394 512		394 514

Consolidated statement of cash flows

For the year ended 31 December

(All figures in NOK 1 000)

	Not e	2021	2020
Cash flows from operating activities
Profi t before tax		62 635	12 697
Adjusted for
Depreci ation and amortisati on expense	11,12,13	12 890	6 221
Gai n on right of use assets	13	-27	0
Fi nance i ncome	8	-4 679	-4 146
Finance expense	8	3 608	3 611
Increase in trade and other recei vabl es		-10 564	3 854
Increase in i nventori es		-39 054	-23 278
Decrease in trade and other payables		28 683	13 667
Change in other accrual i tems		-914	3 828
Cash generated from operations		-10 057	3 757
Income tax paid	9	0	0
Net cash flow s from operating activities		52 578	16 453
Investing activities
Acquisition of subsidiary, net of cash acquired	22	-18 298	0
Purchases of property, pl ant and equipment	11	-16 973	-16 841
Payments to buy other investments	4	40 000	-220 000
M ovement in other interest-beari ng items		-110	3 921
Net cash used in investing activities		4 619	-232 920
Financing activities
Repayment of long-term li abil ities	18	-3 833	-3 833
Lease l iabi li ti es	13	-2 901	-1 359
Interest on l ease l iabil ities	13	-436	-91
Interest on debts and borrowi ngs		-205	-385
Purchase of treasury shares and non-controlli ng interest		-7 495	-600
Sal e of treasury shares		2 998	2 312
Proceeds from equi ty		7 200	229 136
Di vidends pai d to the hol ders of the parent		0	0
Net cash (used in)/ from financing activities		-4 673	225 180
Net increase in cash and cash equivalents		52 524	8 713
Cash and cash equivalents at beginning of year		23 734	15 021
Cash and cash equivalents at end of year		76 258	23 734

1. Basis of preparation 7
Note 2. Accounting policies 7
Note 3. Critical accounting estimates and judgements 13
Note 4. Financial instruments - Risk M anagement 14
Note 5 Segment information 18
Note 6 Revenues from contracts with customers 19
Note 7 Employee benefit expenses 20
Note 8 Finance income and expense 23
Note 9 Income tax 24
Note 10 Earnings per share 25
Note 11 Intangible assets 27
Note 12 Property, plant and equipment 29
Note 13 Right of use assets and lease liabilities 30
Note 14 Inventories 31
Note 15 Accounts receivables 31
Note 16 Cash and cash equivalents 31
Note 17 Shareholders and shareholders information 32
Note 18 Loans and borrowings 33
Note 19 Other Current liabilities 33
Note 20 Notes Supporting the cash flows 33
Note 21 Consolidated companies 34
Note 22 Business combinations 35
Note 23 Related party transactions 36
Note 24 Events after the reporting date 36

1. Basis of preparation

The principal accounting policies adopted in the preparation of the consolidated financial statements are set out in the following section. The policies have been consistently applied to all the years presented, unless otherwise stated.

The consolidated financial statements are presented in NOK, which is also the functional currency of the parent.

Amounts are rounded to the nearest thousand, unless otherwise stated.

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) which have been adopted by the EU and are mandatory for financial years beginning on or after 1 January 2020. These financial statements are the first financial statements prepared by the Group. Details on the effect from implementing IFRS are disclosed in note 25

The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

Note 2. Accounting policies

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for the following items (refer to individual accounting policies for details):

• Financial investments fair value through profit or loss
• Contingent consideration fair value through profit or loss

Accounting policies – Revenue

Performance obligations and timing of revenue recognition

The majority of the group's revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the group no longer has physical possession, usually will have a present right to payment (as a single payment on delivery) and retains none of the significant risks and rewards of the goods in question.

Some goods sold by the group include warranties which require the group to either replace or mend a defective product during the warranty period if the goods fail to comply with agreed-upon specifications. In accordance with IFRS 15, such warranties are not accounted for as separate performance obligations and hence no revenue is allocated to them.

Determining the transaction price

The group's revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices.

Allocating amounts to performance obligations

For most contracts, there is a fixed unit price for each product sold, with reductions given for bulk orders placed at a specific time. Therefore, there is no judgement involved in allocating the contract price to each unit ordered in such contracts (it is the total contract price divided by the number of units ordered). Where a customer orders more than one product line, the Group is able to determine the split of the total contract price between each product line by reference to each product's standalone selling prices (all product lines are capable of being, and are, sold separately).

Basis of consolidation

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of profit and loss from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

Goodwill

Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired.

Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense.

Impairment of non-financial assets (excluding inventories and deferred tax assets)

Impairment tests on goodwill are performed annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash inflows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the Group's CGUs that are expected to benefit from a business combination that gives rise to the goodwill.

Impairment charges are included in profit or loss. An impairment loss recognised for goodwill is not reversed.

Foreign currency

Transactions in foreign currency are converted at the exchange rate at the time of the transaction. Monetary items in foreign currency are converted into NOK using the statement of financial position date's exchange rate. Non-monetary items measured at historical exchange rates expressed in foreign currency are converted into NOK using the exchange rate at the time of the transaction. Gains and losses from exchange rate changes are recognized in the income statement on an ongoing basis during the accounting period.

Assets and liabilities in foreign operations are converted into NOK using the balance sheet date's currency rate. Revenues and expenses in foreign operations converted into NOK using quarterly average currency rates. The translation difference because of the conversion of foreign operations is recognised in other comprehensive income. Accumulated translation differences in equity are recycled into profit and loss upon divestment of foreign operations.

Financial assets

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. Other than financial assets in a qualifying hedging relationship, the Group's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises investment in financial investments in interest rate funds. They are carried in the statement of financial position at fair value with changes in fair value recognised in the consolidated statement of comprehensive income in the finance income or expense line.

Amortised cost

These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. Apart from trade receivables the assets are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

The Company's financial assets measured at amortised cost comprise trade receivables, other current receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents includes cash in hand, deposits held at call with banks. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.

Financial liabilities

The Group classifies its financial liabilities into one of two categories, the Group's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises contingent consideration. Contingent consideration is carried in the consolidated statement of financial position at fair value with changes in fair value recognised in the consolidated statement of comprehensive income. Other than the contingent consideration, the Group does not have any liabilities held for trading nor has it designated any financial liabilities as being at fair value through profit or loss.

Other financial liabilities

Other financial liabilities include the following items:

Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

• Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Share capital

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The Group's ordinary shares are classified as equity instruments.

Defined contribution schemes

Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the year to which they relate.

Share-based payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Nonmarket vesting conditions are taken into account by adjusting the number of equity instruments expected to are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

Employer contribution payable is accrued over the vesting period based on the intrinsic value of the options.

vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions

Leases

satisfied.

All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:

• Leases of low value assets; and
• Leases with a duration of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;
• the exercise price of any purchase option granted in favour of the group if it is reasonable certain to assess that option;
• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

• lease payments made at or before commencement of the lease; and
• initial direct costs incurred

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

When the group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of the rightof-use asset is adjusted to zero, any further reduction is recognised in profit or loss

Externally acquired intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straightline basis over their useful lives.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/ legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.

Internally generated intangible assets (development costs)

Expenditure on internally developed products is capitalised if it can be demonstrated that:

• it is technically feasible to develop the product for it to be sold
• adequate resources are available to complete the development
• there is an intention to complete and sell the product
• the Group is able to sell the product
• sale of the product will generate future economic benefits, and
• expenditure on the project can be measured reliably.

Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within the " Depreciation and amortization expense" in the consolidated statement of comprehensive income.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred.

Dividends

Dividends are recognised when they become legally payable.

Taxes

The tax expense in the Consolidated statement of profit and loss includes both current tax payable and changes in deferred tax/ deferred tax assets.

Current tax constitutes the expected tax payable on the year's taxable result at the applicable tax rates on the balance sheet date and any corrections of tax payable for previous years.

Tax payable and deferred tax/ deferred tax assets are calculated at the tax rate applicable in different jurisdictions.

Deferred tax/ deferred tax assets are calculated on the basis of the temporary differences that exist between accounting and tax bases of assets and liabilities, as well as tax losses carried forward at year end. Net deferred tax assets are recognized to the extent that there is convincing evidence that there will be taxable income available to utilize the deferred tax asset.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs.

Depreciation on assets under construction does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives.

Treasury shares

Consideration paid/ received for the purchase/ sale of treasury shares is recognised directly in equity. Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to retained earnings.

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Government grants

Government grants received on capital expenditure are generally deducted in arriving at the carrying amount of the asset purchased. Grants for expenditure are netted against the cost incurred by the Group. Where retention of a government grant is dependent on the Group satisfying certain criteria, it is initially recognised as deferred income. When the criteria for retention have been satisfied, the deferred income balance is released to the consolidated statement of comprehensive income or netted against the asset purchased.

Provisions

The group has recognised provisions for liabilities of uncertain timing or amount including those for warranty claims, leasehold dilapidations and legal disputes. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.

Note 3. Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may

differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimates and assumptions

• Impairment of goodwill Estimate of future cash flows and determination of the discount rate. (Note 9).
• Fair value measurement of asset and liabilities in business combinations (Note 22)

Note 4. Financial instruments - Risk M anagement

The Group is exposed through its operations to the following financial risks:

• Credit risk
• Interest rate risk
• Foreign exchange risk
• Other market price risk, and
• Liquidity risk.

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

(i) Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

• Trade receivables
• Other receivables
• Cash and cash equivalents
• Investments in funds
• Trade and other payables
• Bank overdrafts
• Floating-rate bank loans

(ii) Financial instruments by category

	Financial assets Financial asset		Financial liabilit ies Financial liabilities
31.12.2021	at fair value	at amortized	at fair value	at amortized	Total
		cost		cost
(All figures in NOK 1 000)
Assets
Investments	183 500				183 500
Other non-current assets	-	109			109
Trade receivables and ot her receivables	-	80 916			80 916
Other current receivables	-	28 605			28 605
Cash	-	76 258			76 258
Liabilities
Loans and borrowings				3 833	3 833
Trade payables				66 142	66 142
Contingent consideration			38 963		38 963
Other current liabilities				22 026	22 026
Net financial asset s and liabilities at 31 december 2021	183 500	185 887	38 963	92 002	238 422

	Financial assets Financial asset		Financial liabilities Financial liabilities
31.12.2020	at fair value	at amortized	at fair value	at amortized	Total
		cost		cost
(All figures in NOK 1 000)
Assets
Investments	221 012				221 012
Other non-current asset s	-	82			82
Trade receivables and other receivables	-	30 780			30 780
Other current receivables	-	7 273			7 273
Cash	-	25 321			25 321
Liabilities
Loans and borrowings				7 667	7 667
Trade payables				32 639	32 639
Contingent consideration				-	0
Other current liabilities				12 516	12 516
Net financial assets and liabilities at 31 december 2020	221 012	63 456	-	52 822	231 646

(iii) Financial instruments not measured at fair value

Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, trade and other payables, and loans and borrowings.

Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, and trade and other payables approximates their fair value.

(iv) Financial instruments measured at fair value

Investments are measured based on observable inputs at level 2 in the fair value hierarchy. As of 31.12.2021 the contingent consideration is measured based on observable input at level 2 in the fair value hierarchy.

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices.

Further disclosures regarding trade and other receivables are provided in note 15.

M arket risk

M arket risk arises from the Group's use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk).

Interest rate risk

The Group's interest rate risk arises in both the short and medium-term perspective as The Group's borrowings is held at floating interest rates. Changes in the interest rate level will have a direct impact on future cash flows and can also affect future investment opportunities.

Borrowings have been at a low level. Therefore, no measures implemented towards reducing the exposure towards interest rate risk.

Foreign exchange risk

Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency.

As of 31 December the Group's net exposure to foreign exchange risk was limited.

Other market price risk

Part of The Group's liquidity reserve is invested in financial instruments considered to have a low risk profile. The directors believe that the exposure to market price risk from this activity is acceptable in the Group's circumstances.

As of 31.12. the group holds the following investment in funds:

	2021	2020
DNB High Yield D	22 238	20 563
DNB Obli gasjon E	80 182	100 213
DNB Li kvi ditet Institusjon	81 080	100 236
	183 500	221 012

The effect of a 10% increase in the value of the investments held at the reporting date would, all other variables held constant, have resulted in an increase in the fair value through profit or loss and net assets of tNOK 18 350 (2020: tNOK 22 101). A 10% decrease in their value would, on the same basis, have decreased the fair value through profit or loss and net assets by the same amount.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.

The table below shows the maturity structure of the Group's financial liabilities

		Cash flows including interest
31.12.2021	Carrying amount	Within 1 year	1-2 years	2-4 years	After 5 years
(All figures in NOK 1 000)
Debt to financial inst it utions	3 833	3 936
Trade payables	66 142	66 142
Contingent considerat ion	38 963	40 000
Other short t erm liabilities	22 026	22 026
Total	130 965	132 105

		Cash flows including interest
31.12.2020	Carrying amount	Within 1 year	1-2 years	2-4 years	After 5 years
(All figures in NOK 1 000)
Debt to financial inst it utions	7 667	4 141	3 936
Trade payables	32 639	32 639
Contingent considerat ion
Other short t erm liabilities	12 516	12 516
Total	52 822	49 296	3 936

Capital Disclosures

The Group's objectives when maintaining capital are:

• to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Note 5 Segment information

The Group consists of several legal entities where most of the entities are established to handle sales in a specific country. For management purposes, financial information is reported to the group management based on a legal entity basis. The group management is identified as the chief operating decision maker. Based on the internal reporting the following reportable segments are identified.

Zaptec Charger AS

This segment is involved in the sale of Zaptec products in Norway, and to customers in other countries where the Group has not established an entity or sales organization. Zaptec Charger AS also handles procurement of goods and internal sales.

Zaptec Sweden AB

This segment is involved in the sale and distribution of Zaptec products in Sweden.

Novavolt AG

This segment is involved in the sale and distribution of Zaptec products in Switzerland.

Other

Consist of all other legal entities in the group.

					Adjustments
2021	Zaptec Charger AS	Zaptec Sweden AB	Novavolt AG	Other	and eliminations	Total
Revenues from contracts with customers	344 072	74 047	65 884	4 969	0	488 972
Revenues from internal sales	88 736	0	0	0	-88 736	0
Other operating income	0	0	0	0	27	27
Total Operating income	432 808	74 047	65 884	4 969	-88 709	488 999
Operating expenses						0
Cost of goods sold	268 030	53 083	35 922	549	-83 740	273 843
Employee benefit expenses	50 432	4 175	7 720	13 005	2 640	77 973
Depreciation and amortisation expense	6 100	0	10	1 806	4 975	12 890
Other operati ng expenses	45 686	6 326	1 426	13 072	-4 718	61 791
Total operating expenses	370 248	63 584	45 078	28 431	-80 844	426 498
Operating result	62 561	10 464	20 806	-23 462	-7 866	62 502

2020	Zaptec Charger AS	Zaptec Sweden AB	Novavolt AG	Other		Adjustments and eliminations	Total
Revenues from contracts with customers	196 588	20 565	0		2 410	0	219 563
Revenues from internal sales	15 203	0	0		0	-15 203	0
Other operating income	0	0	0		192	0	192
Total Operating income	211 791	20 565	0		2 602	-15 203	219 755
Operating expenses
Cost of goods sold	136 347	14 289	0		475	-14 005	137 106
Employee benefit expenses	40 821	2 799	0		-5	0	43 615
Depreciation and amortisation expense	4 237	0	0		1 381	612	6 230
Other operati ng expenses	17 975	2 108	0		2 874	-2 610	20 347
Total operating expenses	199 380	19 196	0		4 724	-16 002	207 299
Operating result	12 410	1 369	0		-2 122	799	12 456

Adjustments and eliminations

The Group evaluates segmental performance on the basis of profit or loss from operations calculated based on local financial statements. Adjustments for IFRS 16 and eliminations are included in the column adjustments and eliminations.

Finance costs and finance income are not allocated to individual segments as the underlying instruments are managed on a group basis. Similarly, depreciation and amortisation excess values from business combinations are not allocated to individual segments as the underlying assets are managed on a group basis.

Current taxes and deferred taxes are not allocated to those segments as they are also managed on a group basis. Capital expenditure consists of additions of property, plant and equipment, intangible assets and right of use assets.

Inter-segment revenues are eliminated on consolidation.

Note 6 Revenues from contracts with customers

Disaggregation of Revenue

The Group has disaggregated revenue into various categories in the following table which is intended to:

• depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic date; and
• enable users to understand the relationship with revenue segment information provided in note 5.

Set out below is the disaggregation of the Group's revenue from contracts with customers:

			For the year ended 31 December 2021
		Zaptec
Segments	Zaptec Charger AS	Sweden AB	Novavolt	Other	Total
Product sales	344 072	74 047	65 884	2 169	486 172
Other	-	-	-	2 800	2 800
Total revenue	344 072	74 047	65 884	4 969	488 972
By business area
Geographical distribution
Norway	236 067	-	-	3 799	239 866
Sweden	7 173	74 047	-	-	81 220
Switzerland	-	-	65 884	-	65 884
Denmark	40 072	-	-	-	40 072
Iceland	10 999	-	-	-	10 999
Europe	49 627	-	-	1 171	50 797
Other	133	-	-	-	133
Total	344 072	74 047	65 884	4 969	488 972
Timing of revenue recognition Goods transferred at a point in time Goods and services transferred over time Total revenue	344 072 - 344 072	74 047 - 74 047	65 884 - 65 884 For the year ended 31 December 2020	2 169 2 800 4 969	486 172 2 800 488 972
Segments	Zaptec Charger AS	Zaptec Sweden AB	Novavolt	Other	Total
Product sales	196 588	20 565	0	1 331	218 484
Other	0	0	0	1 271	1 271
Total revenue	196 588	20 565	0	2 602	219 755
Geographic information
Norway	154 958	0	0	2 602	157 560
Sweden	41 629	20 565	0	0	62 195
Total revenue	196 588	20 565	0	2 602	219 755
Timing of revenue recognition
Goods transferred at a point in time	196 588	20 565		1 331	218 484
Goods and services transferred over time				1 271	1 271
Total revenue	196 588	20 565	0	2 602	219 755

Note 7 Employee benefit expenses

	2021	2020
Salaries	45 049	25 619
Share based payment expense	8 399	2 928
Payroll tax	14 414	10 506
Other benefits	10 111	4 572
Total	77 973	43 624

Average full-time employees 59 34

Management remuneration

	Board of	Chief	Chief
2021	directors	executive officer	financial officer
Salaries	747	3 165	1 825
Bonus	0	0	0
Share base payment expense	5 900	1 363	454
Other benefits	0	18	14
Total	6 647	4 547	2 293
2020	Board of directors	Chief executive officer	Chief financial officer
Salaries	747	2 495	2
Bonus	0	1 500	0
Share base payment expense	0	1 597	532
Other benefits	0	19	14

Pension

The group is required to provide an occupational pension scheme pursuant to the Act relating to M andatory Occupational Pensions. The group's pension schemes comply with the requirements under that law. This year's pension cost of NOK 2 521 785 is recognised in the consolidated statement of profit and loss and included in Other benefits.

Remuneration to auditors

	2021	2020
Statutory audit	306	170
Other non-auditing services	435	302
Total	741	472
All amounts exclude VAT.

All amounts exclude VAT.

Loans and guarantees to management and leading employees

The group does not have any loans or guarantees to management and leading employees.

Share-based compensation

The company operates two equity-settled share-based remuneration schemes for key management.

	2021		2020
	Weighted average exercise price	Number	Weighted average exercise price	Number
Oustanding at 1 January	12.58	1 750 000	1.84	3 670 000
Granted during the year	11.25	300 000	13.25	1 650 000
Forfeited during the year
Excercied during the year	10.29	700 000	1.85	3 570 000
Lapsed during the year
Outstanding at 31 December	13.47	1 350 000	12.58	1 750 000
Vested at 31 December		650 000		650 000

The following information is relevant in the determination of the fair value of options granted during the year:

	2021	2020
Opt ion pricing model used	Black-Scholes	Black-Scholes
Share price at dat e of grant	40	11
Strike	11.25	11.25-15.25
Contract ual life (in days)	593	1 547
Expect ed life (in days)	486	956
Expect ed volat ilit y	78 %	66 %
Risk-free int erest rat e	0,4%-0,6%	0%-0,3%
Fair value at grant date	29.25	3.76
(average)

As of 31.12.2021 The Group had employee stock options agreements with 4 employees, former CEO Anders Thingbø, CFO Kurt Østrem, CTO Knut Braut og Kurt Aadnøy in Zaptec Charger. The agreements have vesting periods ranging from 12-24 months from October 2020, they grant the employees purchase rights of 1.100.000 shares at a share price ranging from NOK 11,25 to NOK 15,25.

During the 2021, Zaptec AS established stock options agreements with 2 board members, Stig Harry Christiansen (chairman) and Peter B. Hansen (board member). The agreements have vesting periods ranging for 6,4 - 18,4 months from 18.06.2021, they grant the board members purchase rights of 300 000 shares at a share pricing of NOK 11,25.

The table below is an overview of the share option agreements as of 31.12.2021:

Name Role Share options Strike (NOK)		Vesting	Expiration
				period end	date
Anders Thingbø	CEO	300 000	13,25	06.10.2021	31.12.2024
Anders Thingbø	CEO	300 000	15,25	06.10.2022	31.12.2024
Kurt Østrem	CFO	100 000	11,25	06.10.2020	31.12.2024
Kurt Østrem	CFO	100 000	13,25	06.10.2021	31.12.2024
Kurt Østrem	CFO	100 000	15,25	06.10.2022	31.12.2024
Knut Braut	CTO	100 000	15,25	06.10.2022	31.12.2024
Kurt Aadnøy		50 000	15,25	06.10.2022	31.12.2024
Stig H. Christiansen	Chairman	50 000	11,25	31.12.2021	01.02.2023
Stig H. Christiansen	Chairman	50 000	11,25	31.12.2022	01.02.2023
Peter B. Hansen	Board member	100 000	11,25	31.12.2021	01.02.2023
Peter B. Hansen	Board member	100 000	11,25	31.12.2022	01.02.2023

The table below is an overview of the share option agreements as of 31.12.2020:

Name	Role	Share options Strike (NOK)	Vesting	Expiration
			period end	date
Anders Thingbø	CEO	300 000 13,25	06.10.2021	31.12.2024
Anders Thingbø	CEO	300 000 15,25	06.10.2022	31.12.2024
Anders Thingbø	CEO	300 000 11,25	06.10.2020	31.12.2024
Kurt Østrem	CFO	100 000 11,25	06.10.2020	31.12.2024
Kurt Østrem	CFO	100 000 13,25	06.10.2021	31.12.2024
Kurt Østrem	CFO	100 000 15,25	06.10.2022	31.12.2024
Knut Braut	CTO	100 000 11,25	06.10.2020	31.12.2024
Knut Braut	CTO	100 000 13,25	06.10.2021	31.12.2024
Knut Braut	CTO	100 000 15,25	06.10.2022	31.12.2024
Kurt Aadnøy		50 000 11,25	06.10.2020	31.12.2024
Kurt Aadnøy		50 000 13,25	06.10.2021	31.12.2024
Kurt Aadnøy		50 000 15,25	06.10.2022	31.12.2024

During the year(2021) 700 000 options was exercised, subscription amount was NOK 7 200 000.

The employees have not paid any premium when acquiring the options. A provision is made for future obligations related to employer contribution from the option program. The provision is based on the intrinsic value of the options as of year-end and proportional to the vesting of the option granted. As of 31.12.2021 the provision for employer contribution is NOK 6 905 000 (NOK 4 062 000 for 2020).

Note 8 Finance income and expense

Finance income	2021	2020
Interest income	33	181
Gain on investment s	4 679	4 146
Other finance income	403	399
Total finance income	5 115	4 726
Finance expense	2021	2020
Interest on debt s and borrowings	205	385
Interest from leases	436	91
Other int erest paid	587	573
Loss on invest ments	1 930	3 135
Unwinding of discount on contingent consideration	1 037
Other finance expense	788	302
Total finance expense	4 983	4 486

Note 9 Income tax

	2021	2020
(All figures in NOK 1 000)
Income tax expense:
Current income tax	6 792	0
Correct ion of previous years current income t axes	0	0
Changes in deferred tax	10 341	-6 029
Total income tax expense	17 134	-6 029
Temporary differences and tax positions	2021	2020
Intangible asset s	-24 365	0
Propert y plant and equipment	4 873	3 104
Invent ories	223	603
Receivables	724	406
Profit and loss account	0	0
Provisions	7 282	4 317
Other differences	305	29
Total temporary differences and tax positions	-10 959	8 459
Tax losses carried forward	23 287	76 806
Temporary differences and tax positions not included in t he basis for deferred tax	-11 840	-10 745
Basis for deferred t ax	488	74 520
Net deferred tax asset	107	16 394

There is no time limit of the tax losses carried forward. Tax losses not included in the basis for deferred tax relates to subsidiaries where there a still uncertainty about the availability of future tax income that can utilise these losses.

Specification in the statement of financial position

Deferred t ax asset	5 468	16 394
Deferred t ax	5 360	0
Net deferred tax	107	16 394
Tax payable in the statement of financial position
Current income tax payable	6 860	0
Tax payable from result before acquisition	2 388	0
Net tax payable	9 248	0

Reconciliation of effective tax rate	2021	2020
(All figures in NOK 1 000)
Result before tax	62 635	12 697
Income t ax based on applicable t ax rate (22%)	13 780	2 793
Effect from foreign currency and different tax rates	-119	0
Tax effect from result before acquist ions	0	0
Changes in not recognized t ax loss carried forward	241	-9 727
Not deductible expenses employee share options	1 848	209
Not e deduct ible expenses	1 554	961
Tax loss in foreging subsidiaries	0	0
Goodwill	0	0
Not t axable income	-169	-264
Income tax expense	17 134	-6 029
Effective tax rat e	27,4 %	-47,5 %

Note 10 Earnings per share

Basic earnings per share is based on the earnings attributable to shareholders of the company and the weighted average number of ordinary shares outstanding for the year, less ordinary shares purchased by the company and held as treasury shares.

All numbers are presented in NOK 1.000 with the exeption of earnings per share and number of shares

Earnings per share	2021	2020
Net profit or loss for the year att ributable to owners of t he parent company	45 501	18 583
Adjustments for basic earnings:	-	-
Earnings used in basic EPS	45 501	18 583
Adjustments for dilut ed earnings:	-	-
Earnings used in dilut ed EPS	45 501	18 583
No. Of shares out standing as at 1 Jan	75 009 678	50 909 678
Share issue during the year	1 000 000	24 100 000
Share issue december 20
No. Of shares out standing as at 31 Dec	76 009 678	75 009 678
W eigthed average number of shares outstanding through the year used in basic EPS	75 511 533	57 895 432
Potential shares relating to:
Emplyee share options	923 925	112 336
W eighted average number of shares used in diluted EPS	76 435 458	58 007 768
Basic earnings per shares (in NOK)	0,603	0,321
Diluted earnings per shares (in NOK)	0,595	0,320

Note 11 Intangible assets

					Total
			Customer		Intangible
(All figures in NOK 1 000)	R& D / Patents	Goodwill	relations	W ebshop	Assets
Cost as of 31.12.2019	77 096			371	77 467
Additions	14 038			-	14 038
Cost as of 31.12.2020	91 134	-		371	91 505
Additions	12126			378	12 505
Additions business combinat ions		60 419	25 939		86 358
Foreign currency effects		2 641	1 134		3 775
Cost as of 31.12.2021	103 260	63 061	27 073	749	194 143
Accumulated amortisation and impairments as of 31.12.2019	40 839	-		-	40 839
Amortisat ion charge	4 151	-		-	4 151
Disposals	-				-
Foreign currency effects	-				-
Accumulated amortisation and impairments as of 31.12.2020	44 990	-	-	-	44 990
Amortisat ion charge	5 320	-	2 660		7 980
Disposals					-
Foreign currency effects			47		47
Accumulated amortisation and impairments as of 31.12.2021	50 310	-	2 707	-	53 017
Carrying amount as of 31.12.2019	36 257	-		371	36 627
Carrying amount as of 31.12.2020	46 143	-		371	46 514
Carrying amount as of 31.12.2021	52 950	63 061	24 366	749	141 125
Expected economic life	0-10 years Indefinte		5 years
Amortization plan	Linear		Linear

Intangible assets relate to capitalized development and the purchase of customer relationships. The amortization period is based on the best estimate for useful life for the assets.

The goodwill and customer relationships are allocated to the Novavolt CGU for the impairment test.

Goodwill assets by segment or CGU as	Goodwill		Total
Novavolt	63 061		63 061
Total as of 31.12.21	63 061	-	63 061

Impairment test of goodwill and intangible assets

Goodwill is allocated to the Group's cash flow generating units as shown above. The recoverable amount of the cash-generating units is calculated based on the value of the asset for the business (value of use).

The impairment tests are based budgets for next year with a projection based on long-term strategic plans. M anagement has set budgeted figures for 2022 based on previous performance and expectations for market developments. Growth rates for the period 2023 - 2026 are in accordance with management's long-term plan and are used as projections of budgeted figures for 2022. After 2022, 2% perpetual growth is based on cash flows in the year 2025. The discount rate used is after tax and reflects specific risks to the relevant operating segment/CGU.

Impairment test of Novavolt CGU

The Novavolt CGU consist of all operations in the Novavolt AG and is identical to the Novavolt segment. The impairment test shows that the calculated value in use estimated usage value is higher than the carrying amount. In the calculation, is based on a model with budgeted/ projected cash flows for a period of five years with residual value after year five. The cash flows estimate includes estimated annual growth in revenues based on business plan from the acquisition, which is reduced to a 2.0% perpetual growth from year 6. A WACC of 11,7% after tax is used for the value in use calculation.

Sensitivity

The management do not believe that any reasonable change in a key assumption would cause the CGU's recoverable amount to fall below the carrying amount.

Note 12 Property, plant and equipment

(All figures in NOK 1 000)	Total Equipment
Cost as of. 31.12.2019	2 633
Addit ions	1 260
Disposals	-
Foreign currency effects	-
Cost as of 31.12.2020	3 893
Addit ions	4 468
Addit ions business combinat ions	53
Disposals	-
Foreign currency effects	-
Cost as of 31.12.2021	8 415
Accumulated depreciation and impairments as of 31.12.	966
Depreciation	681
Impairment s	-
Foreign currency effects	-
Accumulated depreciation and impairments as of 31.12.	1 647
Depreciation	1 497
Impairment s	211
Disposals
Foreign currency effects	-
Accumulated depreciation and impairments as of 31.12.	3 355
Carrying amount as of 31.12.2019	1 671
Carrying amount as of 31.12.2020	2 246
Carrying amount as of 31.12.2021	5 061
Economic life	0 - 10 year

Linear

Note 13 Right of use assets and lease liabilities

		Land and
Right of use assets	Veichles	buildings	Other	Total
At 1 January 2020		2 776		2 776
Additions				0
Disposals
Amortisation		-1 388		-1 388
Foreign currency effects
At 31 December 2020	0	1 388	0	1 388
At 1 January 2021	-	1 388	0	1 388
Additions	506	16 844		17 350
Disposals		-1 041		-1 041
Additions through business combinations	674			674
Amortisation	-153	-3 051		-3 204
Foreign currency effects	26	19	0	44
At 31 December 2021	1 052	14 159	0	15 210
Economic life/lease term	3-5 year	3 - 7 year
Amortisation method	Straight line	Straight line

Lease liabilities

Undiscounted lease payments and year of payment	2021	2020
Less than 1 year	4 245	1 450
1-3 years	8 228	0
3-5 years	3 420	0
more t han 5 years	0	0
Total undiscounted lease payments	15 892	1 450
Changes in lease liabilities	2021	2020
At 1 January	1 417	2 776
Addit ions	17 940
Disposals	-1 068
Interest expenses	436	91
Lease payment s	-3 337	-1 450
Foreign currency effects	45
At 31 December	15 432	1 417

	2021	2020
Current lease liabilities	3 813	1 417
Non-current lease liabilities	11 619
Total	15 432	1 417

The lease contracts do not include any restrictions with regards to the Group's dividend policy or financing opportunities. In 2021 the lease of office expired (terminated 9 months before original term) and was replaced with a new lease on new offices. At initial recognition the new offices were recognised with an amount of NOK 15 568 477.

Note 14 Inventories

	2021	2020
Cost of inventories	26 395	13 555
Inventory obsolescence provision	-223	-603
Total	26 173	12 952

Note 15 Accounts receivables

(All figures in NOK 1 000)	2021	2020
Account s receivables at face value as of 31.12	81 429	31 040
Less: Provision for impairment of account s receivables	- 513 -	259
Net accounts receivables	80 916	30 780
	2021	2020
Receivables written off during the year	0	0
Collect ed on receivables writt en of in prior periods		0
Changes in provision during the year	-253	0
Impairment loss during the year	-253	0

Note 16 Cash and cash equivalents

The Group's cash and cash equivalents consists of bank balances and withholding tax.

	2021	2020
Bank balances	76 258	23 734
Including restricted funds of:
Restricted funds for employee withholding tax	2 103	1 420
Employees tax liability	2 081	1 398

Note 17 Shareholders and shareholders information

Share capital Zaptec AS 31.12.2021:

	Number of	Face value	Book value
	shares
Ordinary shares	76 009 678	0,00625	475 060
Total	76 009 678		475 060

Main shareholders 31.12.2021:

	Number of	Ownership	Voting rights
	shares	interest
Valinor AS	10 000 000	13,16 %	13,16 %
Nordnet Bank AB	8 688 531	11,43 %	11,43 %
State Street Bank and Trust Comp	7 752 861	10,20 %	10,20 %
Avanza Bank AS	6 673 035	8,78 %	8,78 %
Clearstream Banking S.A.	2 865 081	3,77 %	3,77 %
Kog Invest AS	2 405 000	3,16 %	3,16 %
Verdipapirfondet Norge Selektiv	2 228 781	2,93 %	2,93 %
Skandinaviska Enskilda Banken AB	1 642 365	2,16 %	2,16 %
MUST Invest AS	1 554 726	2,05 %	2,05 %
Verdipapirfondet DNB SMB	1 380 206	1,82 %	1,82 %
Østrem Invest AS	1 300 000	1,71 %	1,71 %
Verdipapirfondet Pareto Investment	1 076 000	1,42 %	1,42 %
Euroclear Bank S.A./N.V.	1 012 705	1,33 %	1,33 %
Verdipapirfondet Fondsfinans Norge	960 000	1,26 %	1,26 %
Danske Bank A/S	810 347	1,07 %	1,07 %
Brown Brothers Harriman & Co.	767 825	1,01 %	1,01 %
Zaptec AS – Treasury stock	20 825	0,03 %	0,00 %
Other (less than 1% ownership )	24 871 390	32,72 %	32,73 %
Total	76 009 678	100 %	100 %

Stocks and options owned by members of the board and management:

Name	Position	Numbers of	Options
		shares
Anders Thingbø	CEO	2 405 000	600 000
Kurt Østrem	CFO	1 300 000	300 000
Stig H. Christiansen	Chairman of the board	0	100 000
Peter B. Hansen	Board member	0	200 000
Lars Helge Helvig	Deputy board member	10 000 000	0
Pål Selboe Valseth	Board member	420 000	0
Christian Rangen	Board member	357 562	0

Note 18 Loans and borrowings

	2021	2020
Secured debt	3 833	7 667
Guaranties pledges as security	2 500	2 500
	0	0
Secured in the following assets, book value:	0	0
Fixed assets	5 061	2 065
Inventory	22 476	12 605
Accounts receivables	61 451	23 711
Total	88 987	38 382

Note 19 Other Current liabilities

Other current liabilities	2021	2020	2019
(All figures in NOK 1 000)
Public duties payable	9 313	7 329	2 523
Other short term liabilit ies	12 714	5 187	8 664
Total other current liabilities	22 026	12 516	11 187

Note 20 Notes Supporting the cash flows

		Non-current		Current
(All figures in NOK 1 000)	loans and	Non-current	loans and	Current
	borrowings	Lease liabilitiesborrowings		Lease liabilities	Total
At 1 January 2021	3 833	-	3 834	1 417	9 084
Cash flows
Downpayment of loans			-3 834		-3 834
New loans					-
Net change in overdraft facility					-
Net lease payments				-2 893	-2 893
Non-cash flows
- Changes from business combinations		675			675
- Terminat ion of lease agreement				-1 071
- New lease agreement		17 233			17 233
- Reclassification short /long term	-3 833	-6 302	3 833	6 302	-
Foreign exchange effect				45	45
At 31 December 2021	0	11 606	3 833	3 800	20 310

		Non-current		Current
(All figures in NOK 1 000)	loans and	Non-current	loans and	Current
	borrowings	Lease liabilitiesborrowings		Lease liabilities	Total
At 1 January 2020	7 667	1 417	3 833	1 359	14 276
Cash flows
Downpayment of loans	-	-	-3 833	-	-3 833
New loans		-	-	-	-
Net change in overdraft facility		-	-	-	-
Net lease payments	-	-	-	-1 359	-1 359
Non-cash flows
- Changes from business combinations	-	-	-	-	-
- New lease agreement	-		-	-	-
- Reclassification short /long term	-3 834	-1 417	3 834	1 417	-
At 31 December 2020	3 833	0	3 834	1 417	9 084

Note 21 Consolidated companies

The following companies are included in the consolidated financial statements

Parent company: Zaptec AS

Subsidiaries 2021	Head office	Ownership
Zaptec Charger AS	Stavanger	100 %
Charge365 AS	Stavanger	100 %
Zaptec IP AS	Stavanger	100 %
Zaptec Power AS	Stavanger	100 %
Zaptec Sverige AB	Stockholm (SEK)	100 %
NovaVolt AG*	Zürich (CHF)	100 %
Zaptec Denmark ApS	Copenhagen (DKK)	100 %
Zaptec U.K. Ltd	Broseley (GBP)	100 %
Zaptec Deutchland GmbH	München( EUR)	100 %

The Group acquired the shares on the non- controlling interest in Zaptec Sverige AB for tNOK 7 495 in 2021.

Subsidiaries 2020	Head office	Ownership
Zaptec Charger AS	Stavanger	100 %
Charge365 AS	Stavanger	100 %
Zaptec IP AS	Stavanger	100 %
Zaptec Power AS	Stavanger	100 %
Zaptec Sverige AB	Stockholm (SEK)	90 %

On 30 June 2021 the Group acquired 100% of the shares in Novavolt AG. Novavolt's activity consisted of sale and distribution of Zaptec products in Switzerland. The principal reason for this acquisition was to get control over that sale and distribution activities of Zaptec products in Switzerland.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows (note that fair value was not used as the measurement basis for assets and liabilities that require a different basis, which includes leases and income taxes):

Acquisitions effect on the consolidated	Carrying	Adjustment
statement of financial position	amount	to fair value	Fair value
Intangible		25 939	25 939
Propert y, plant and equipment	53		53
Invent ory	2 648		2 648
Other current asset s	13 810	0	13 810
Cash	11 164		11 164
Deferred t ax asset/ liabilit y	-	-5 707	-5 707
Tax payable	-		0
Current liabilities	- 12 551	0	-12 551
Total net assets	15 124	20 232	35 356
Fair value of consideration paid
Cash			29 500
Equit y consideration			28 350
Contingent cash considerat ion			37 926
Tot al considerat ion			95 776
Goodwill			60 419

Acquisition related costs of tNOK 2 500 arose as a result of the transaction. These have been recognised as part of other operating expenses in the statement of comprehensive income.

The contingent consideration was linked to the performance of Novavolt for the second part of 2021. In the event of the target being achieved, the Company is obliged to issue pay an additional amount up to a maximum of tNOK 40.000. As of year-end the target triggering the maximum payment for the contingent consideration was achieved.

The main factors leading to the recognition of goodwill are:

• The presence of certain intangible assets, such as the assembled workforce of the acquired entity, which do not qualify for separate recognition
• Future growth opportunities based on marked position acquired

The goodwill recognised will not be deductible for tax purposes.

Since the acquisition date, Novavolt has contributed tNOK 65,884 to group revenues and tNOK 16,296 to group profit. If the acquisition had occurred on 1 January 2021, group revenue would have been tNOK 527,840 and group profit for the period would have been tNOK 15.487.

Note 23 Related party transactions

Part from transaction with key management and board members included in note 7 there are no transactions with related parties.

Note 24 Events after the reporting date

This annual report is a restatement of previously prepared financial statements prepared in accordance with NGAAP. The conversion to IFRS has been carried out based on the regulations in IFRS 1 and new information is taken into account in accordance with the regulations.

CEO in Zaptec AS, Anders Thingbø resigned from his position February 28th 2022, and Kurt Østrem stepped up from CFO to acting CEO until further notice.

Due to ongoing challenges with logistics and component shortage, the company's main producer of EV chargers, Westcontrol is facing a production stop throughout April month 2022. The delayed circuits are produced in Taiwan, tested in Thailand and shipped to Europe through Hongkong. Estimated delivery of the delayed circuits is late April month, with production in M ay. The delayed production is equivalent to sales of approximately 70 M NOK.

Zaptec regards this shortage as temporary, and expect any backlog created during the spring to be invoiced during third quarter 2022

Note 25 Transition to IFRS

This is the company's first consolidated financial statements presented in accordance with IFRS. The Group has previously submitted its annual financial statements for 2021 in accordance with Norwegian general accepted accounting principles (NGAAP). This is a restatement with the aim of preparing for a planned listing at the M ain List on Oslo Børs.

The accounting principles described in note 2 have been used to prepare the company's consolidated financial statements for 2021, comparable figures for 2020 and an IFRS opening balance as at 1 January 2020, which is the Group's date of transition from NGAAP to IFRS.

In connection with the preparation of the IFRS opening balance sheet, the Group has made some adjustments to the accounting figures compared to those reported earlier in the Group's consolidated financial statements that were prepared according to NGAAP. The effect of the transition from NGAAP to IFRS on the Group's financial position and the Group's Consolidated statement of profit or loss and other comprehensive income is explained in greater detail in this note.

IFRS 1 "First-time adoption of IFRS" has been applied and the following exemption has been used:

• IFRS 16 has been implemented prospectively from 01.01.2020. (IFRS 1.D9)

• Cumulative translation differences are deemed to be zero as of 01.01.2020 (IFRS 1.D13).

• IFRS 2 is not applied to share based payments arrangement vested before 01.01.2020.

Reconciliation of statement of financial positions at 1 January 2020

			Effect of
Assets	Note	NGAAP	transition to IFRS	IFRS
(All figures in NOK 1 000)
Non-current asset s
Deferred tax asset	D	10 328	37	10 365
Intangible assets		36 627	0	36 627
Property, plant and equipment		1 672	0	1 672
Right-of-use assets	A	0	2 776	2 776
Ohter non-current assets		4 003	0	4 003
Total non-current assets		52 630	2 813	55 443
Current assets
Inventories		16 806	0	16 806
Investments		0	0	0
Trade receivables and other receivables		7 502	0	7 502
Other current receivables		2 922	0	2 922
Current assets		27 231	0	27 231
Cash and cash equivalents		15 021	0	15 021
Total Cash and cash equivalents		15 021	0	15 021
Total current assets		42 252	0	42 252
Total assets		94 882	2 813	97 695
Equity and liabilities
Equity
Share capital		318	0	318
Treasury shares		-5	0	-5
Share premium		95 008	0	95 008
Other reserves		-42 097	-132	-42 229
Total equity		53 224	-132	53 092
Liabilities Deferred tax
Loans and borrowings	B	11 500	-3 833	7 667
Lease liabilities	A	0	1 417	1 417
Other non-current l iabilities	C	0	169	169
Total non-current liabilities		11 500	-2 247	9 253
Current liabilities
Loans and borrowings	B	0	3 833	3 833
Trade payabl es		18 972	0	18 972
Current lease liabilities	A	0	1 359	1 359
Other current liabilities		11 187	0	11 187
Total Current liabilities		30 158	5 192	35 350
Total liabilities		41 658	2 945	44 603
Total equity and liabilities		94 882	2 813	97 695
				38

Assets	Note	NGAAP	Effect of transit ion to IFRS	IFRS
(All figures in NOK 1 000)
Non-current asset s
Deferred tax asset	D	15 689	705	16 394
Intangi ble assets		46 514	0	46 514
Property, plant and equipment		2 246	0	2 246
Right-of-use assets	A	0	1 388	1 388
Ohter non-current assets		82	0	82
Total non-current assets		64 531	2 093	66 624
Current assets
Inventories		12 952	0	12 952
Investments		221 012	0	221 012
Trade receivabl es and other receivables		30 780	0	30 780
Other current receivables		8 854	0	8 854
Current assets		273 598	0	273 598
Cash and cash equival ents		23 734	0	23 734
Total Cash and cash equivalent s		23 734	0	23 734
Total current assets		297 332	0	297 332
Total assets		361 863	2 093	363 956
Equity and liabilities
Equity
Share capi tal		469	0	469
Treasury shares		0	0	0
Share premi um		323 993	0	323 993
Other pai d i n equity		6 287	-3 356	2 931
Foreign exchange reserve		0	118	118
Other reserves		-22 679	739	-21 940
Non-control ling interest		85	0	85
Total equit y		308 155	-2 499	305 656
Liabilities
Deferred tax
Loans and borrowings	B	7 667	-3 834	3 833
Lease liabi lities			0	0
Other non-current l iabil iti es	C	886	3 176	4 062
Total non-current liabilit ies		8 553	-658	7 895
Current liabilit ies
Loans and borrowings	B	0	3 834	3 834
Trade payabl es		32 639	0	32 639
Cur rent lease li abil iti es	A	0	1 417	1 417
Other current li abili ti es		12 516	0	12 516
Total Current liabilities		45 155	5 250	50 405
Total liabilities		53 708	4 592	58 300
Total equit y and liabilities		361 863	2 093	363 956
				39

Reconciliation of statement of financial positions at 31 December 2020

Note		NGAAP	Effect of transition to IFRS	IFRS
(All figures in NOK 1 000)
Revenues from contracts with customers		219 755	0	219 755
Other operating i ncome		0	0	0
Total operating income		219 755	0	219 755
Operating expenses
Cost of goods sol d		137 106	0	137 106
Employee benefit expenses	C	43 977	-353	43 624
Depreci ation and amortisation expense	A	4 833	1 388	6 221
Other operating expenses	A	21 797	-1 450	20 347
Total operating expenses		207 713	-415	207 298
Operating result		12 042	415	12 456
Finance income and expense
Finance income		4 726	0	4 726
Finance expense	A	4 395	91	4 486
Net finance income and expense		331	-91	240
Profit before t ax		12 373	324	12 697
Tax expense	D	-5 361	-668	-6 029
Profit		17 734	992	18 725
Other comprehensive Income
Items which will or may be reclassified to profit and loss
Exchange gains arisi ng on translation of forei gn operati ons		0	63	63
Other comprehensive income		0	63	63
Total comprehensive income for t he year		-	63	63

Reconciliation of statement of comprehensive income for 2020

Notes to the reconciliation of transition to IFRS for 2020

A Right of use assets and lease liabilities

Under previous gaap lease payments on operating lease contracts was expensed over the lease period. In accordance with IFRS 16 a lease liability and at right of use assets should be recognized for all leases, except for short term leases and small value leases. Based on this regulation group has recognized a right of use

asset of tNOK 2 975 and a corresponding lease liability in the IFRS opening balance as of 01.01.2020. As of 31.12.2020 a right of use asset of tNOK 1 397 and lease liability of 1 421 is included in the financial position.

In the statement of comprehensive income for 2020 lease payment expensed under local gaap are reversed with tNOK 1 450. Depreciation of right of use assets are expensed with tNOK 1 397 and interest expense on the lease liability is expensed with tNOK 77.

B Reclassification of current liabilities

Under local gaap debt is classified based on the intention at initial recognition, reclassification to current is not required. Under IFRS liabilities due during the next 12 months should be classified as current.

C Share based payment (corrections of an error)

Under NGAAP share based payments arrangements were expenses over vesting period based on the intrinsic value of the granted options at the reporting date. Under IFRS this approach should only be applied in very limited circumstances. In accordance with IFRS 2 equity settled option arrangements should be measured as fair value at the grant date. The fair value of the options granted should then be expensed over the vesting period. Details on the valuation of options granted are included in note 7. The correction resulted in a significant reduction of the expense as the intrinsic value as of year-end was significantly higher than the fair value of options at grant date.

In the statement of comprehensive income, the amount expensed under NGAAP tNOK 6 287 are reversed and replaced with an amount of tNOK 2 591. Provision for social security of tNOK 886originally expensed are replaced with an amount of tNOK 3 893. The provision for social security includes provision for options already vested before 01.01.2020 not included in Local gaap.

In the IFRS opening balance sheet as of 01.01.2020 a provision social security related to the already vested options has been include with an amount of tNOK 169. As of 31.12.2020 the provision for social security has been increased from tNOK 886 to tNOK 4 062.

D Deferred tax

Deferred tax has been adjusted to reflect the changes in temporary differences from the effect of transition to IFRS.

	Effect of
		transit ion to
(All figures in NOK 1 000)	NGAAP	IFRS	IFRS
Assets
Deferred tax asset D	5 169	299	5 468
Intangi ble assets E	136 647	4 478	141 125
Property, plant and equipment	5 061	0	5 061
Right-of-use assets A	0	15 210	15 210
Ohter non-current assets	192	-83	109
Total non-current assets	147 069	19 904	166 973
Current assets
Inventories	26 173	0	26 173
Investments	183 500	0	183 500
Trade receivabl es and other recei vables	80 916	0	80 916
Other current receivables	28 605	0	28 605
Current assets	319 193	0	319 193
Cash and cash equival ents	76 258	0	76 258
Total Cash and cash equivalent s	76 258	0	76 258
Total current assets	395 451	0	395 451
Total assets	542 520	19 904	562 424
Equity
Share capi tal	475	0	475
Treasury shares	0	0	0
Share premi um	355 362	0	355 362
Not r egistered capi tal increase	3 825	0	3 825
Other pai d i n equity	47 540	-36 213	11 328
Foreign exchange reserve	0	4 024	4 024
Other reserves	-11 783	31 284	19 500
Total equit y	395 419	-905	394 514
Non current liabilities
Deferred tax D	0	5 360	5 360
Loans and borrowings B	3 833	-3 833	0
Lease liabi lities A	0	11 619	11 619
Other non-current l iabil iti es C	5 851	1 054	6 905
Total non-current liabilit ies	9 684	14 200	23 884
Current liabilit ies
Loans and borrowings B	0	3 833	3 833
Trade payabl es	66 142	0	66 142
Cur rent lease li abil iti es A	0	3 813	3 813
Cinti ngent consideration E	40 000	-1 037	38 963
Income tax payable	9 248	0	9 248
Other current li abili ti es	22 026	0	22 026
Total Current liabilities	137 417	6 609	144 026
Total liabilities	147 101	20 809	167 910
Total equit y and liabilities	542 520	19 905	562 424

Reconciliation of statement of financial positions at 31 December 2021

	Reconciliation of statement of comprehensive income for 2021
--	--------------------------------------------------------------	--	--	--	--	--	--

			Effect of
	Notes	2021 NGAAP	transition to IFRS	2021 IFRS
(All figures in NOK 1 000)
Revenues from contracts with customers		488 972	0	488 972
Other operating income		0	27	27
Total operating income		488 972	27	488 999
Operating expenses				-
Cost of goods sold		273 843	0	273 843
Employee benefit expenses	C	112 948	- 34 976	77 973
Depreciation and amortisation expense	A,B	15 624	- 2 734	12 890
Other operating expenses	A,B,C	62 628	- 837	61 791
Total operating expenses		465 044	- 38 547	426 497
Operating result		23 928	38 574	62 502
Finance income and expense
Finance income		5 115	0	5 115
Finance expense	A	3 510	1 473	4 983
Net finance income and expense		1 605	- 1 473	133
Profit before tax		25 533	37 101	62 635
Tax expense	D	17 313	- 179	17 134

Items which will or may be reclassified to profit and loss

Exchange gains arising on translation of foreign operations	0	3 905	3 905
Other comprehensive income	0	3 905	3 905
Total comprehensive income for the year	8 221	41 186	49 406

Notes to the reconciliation of IFRS and local gaap 2021

A Right of use assets and lease liabilities

In the statement of comprehensive income for 2021 lease payment expensed under local gaap are reversed with tNOK 3 337. Depreciation of right of use assets are expensed with tNOK 3 201 and interest expense on the lease liability is expensed with tNOK 444. As of 31.12.2021 a right of use asset of tNOK 15 210 and lease liability of tNOK 15 432 is included in the financial position.

B Business combination and goodwill

Based on the requirements of IFRS 3 a new purchased price allocation has been performed. For details see note 22. Goodwill is not amortized under IFRS so the amortization charge relating to goodwill of tNOK 8 599 has been reversed. Intangible asset identified under the purchase price allocation other than goodwill has been amortized with tNOK 2 660. In addition, transaction cost of tNOK 2 500 is expensed under IFRS. According the NGAAP transaction cost should be include in goodwill.

C Share based payment (corrections of an error)

In the statement of comprehensive income, the amount expensed under local gaap tNOK 41 253 are reversed and replaced with an amount of tNOK 8 399. Provision for social security of tNOK 4 964 originally expensed are replaced with an amount of tNOK 2 842. The correction resulted in a significant reduction of the expense as the intrinsic value as of year-end was significantly higher than the fair value of options at grant date.

As of 31.12.2021 the provision for social security has been increased from tNOK 5 851 to tNOK 6 905.

D Deferred tax

Deferred tax has been adjusted to reflect the changes in temporary differences from the effect of transition to IFRS.

Consolidated statement of cash flows

The transition to IFRS change the presentation of certain items in the consolidated statement of cash flows. The changes are presented below.

		2021	2020
A Changes in cash flows from operating activities
Interest of debts and borrowings presented under financing activities		205	385
Lease payment presented under financing activities		3 338	1 450
Transaction cost presented under operating activities	-	2 500
		1 043	1 835
B Changes in cash flows from investing activities
Purchase of shares from non-controlling interest presented under financing activities		7 495
Transaction cost presented under operating activities		2 500
		9 995
C Changes in cash flows from financing activities
Interest of debts and borrowings presented under financing activities	-	205 -	385
Lease payment presented under financing activities	-	3 338 -	1 450
Purchase of shares from non-controlling interest presented under financing activities	-	7 495
	-	11 038 -	1 835

The transition to IFRS has resulted in the following changes in the consolidated statement of cash flows:

A Changes in cash flows from operating activities

Interest of debts and borrowings presented under financing activities		205
Lease payment presented under financing activities		3 338
Transaction cost presented under operating activities	-	2 500
		1 043

B Changes in cash flows from investing activities

Purchase of shares from non-controlling interest presented under financing activities		7 495
Transaction cost presented under operating activities		2 500
		9 995
C Changes in cash flows from financing activities
Interest of debts and borrowings presented under financing activities	-	205
Lease payment presented under financing activities	-	3 338
Purchase of shares from non-controlling interest presented under financing activities	-	7 495
	-	11 038

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På vegne av: Zaptec AS Serienummer: 9578-5998-4-782705 IP: 88.93.xxx.xxx 2022-10-14 13:56:43 UTC

Stig Harry Christiansen Styreleder

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