Annual
Report
2025
26 February 2025
2
Contents
CEO statement ................................................................................................................................................. 1
Board of Directors report .................................................................................................................................. 3
Responsibility statement ................................................................................................................................ 12
Corporate governance report .......................................................................................................................... 13
Consolidated financial statement .................................................................................................................. 20
Financial statement Fjord Defence Group ASA ................................................................................................ 61
Auditors report ............................................................................................................................................... 74
Disclaimer
The information in this Report has been prepared by
Fjord Defence Group ASA (the “Company”, and
together with its consolidated subsidiaries, the
"Group"). By reading the Report, you agree to be bound
by the below limitations and provisions. For the
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presentations given in connection with this Report, any
question and answer session during or after such oral
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• This Report has been prepared by the Company
based on information available as of the date hereof.
By relying on this Report you accept the risk that the
Report does not cover all matters relevant of an
assessment of an investment in the Group.
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is made as to, and no reliance should be placed on,
any information, including projections, estimates,
targets and opinions, contained herein, and no liability
whatsoever is accepted as to any errors, omissions or
misstatements contained herein, and, accordingly,
none of the Company, its subsidiaries, any advisor or
any such persons’ officers or employees accepts any
liability whatsoever arising directly or indirectly from
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market and other conditions as in effect on the date
hereof and may contain certain forward-looking
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assumptions as to future events and circumstances
that may not prove accurate. It should be understood
that subsequent developments may affect the
information contained in this document, which neither
the Company nor its advisors are under an obligation
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materially from any anticipated development. The
Company assumes no obligation, except as required
by law, to update any forward-looking statements or to
conform any forward-looking statements to the
Group's actual results.
• The contents of this Report are not to be construed
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exclusive jurisdiction of the Norwegian courts.
1
CEO statement
Dear Shareholders,
As we close the books on 2025, I am proud to reflect on a year of profound transformation and achievement
for Fjord Defence Group ASA. This marks our first full year operating under our new identity, following the
strategic pivot from Aquila Holdings ASA to becoming a dedicated defence compounder. The rebranding,
completed in June 2025, was more than a name change; it symbolised our commitment to building a
resilient portfolio of high-performing companies in the defence and security industry. Our journey began
with the acquisition of Fjord Defence AS, finalised on June 20, 2025, which integrated a proven leader in
proprietary defence solutions into our fold, and the acquisition of Scanfiber Composites A/S which is
expected to close in Q1 2026. These moves not only repositioned us squarely into the defence industry but
also brought aboard a talented and experienced team, including myself as CEO effective 1
st
of July 2025, to
drive our ambitious growth agenda.
The strategic transition set the stage for a series of key steps that solidified our foundation. We swiftly
aligned our Executive Management and operations around a "buy & build" strategy, leveraging the NOK 60
million private placement raised in May 2025 to fund the acquisition and support organic expansion. Fjord
Defence AS was the first acquisition in the new strategy, a specialist in high-performance products for
NATO markets and serving sub-suppliers to major defence original equipment manufacturers (OEMs). This
integration allowed us to capitalise on Fjord Defence's strong order book, which stood at NOK 84 million at
the start of 2025, up significantly from the prior year. We also maintained our legacy assets, such as the
seismic multi-client library, which contributed more than NOK 30 million in cash inflow during 2025,
ensuring a solid foundation as we pivot toward full defence focus.
Throughout the year, several pivotal events underscored our momentum. The second quarter was
transformational, with combined pro-forma revenues reaching NOK 59 million and adjusted EBITDA of NOK
10.7 million, excluding transaction costs and unrealised losses. For the full year, Fjord Defence AS
delivered NOK 94 million in revenue, contributing to a pro-forma total of NOK 106 million for the Group
excluding Scanfiber Composites A/S.
In November we announced our latest expansions through the acquisition of Scanfiber Composites A/S, a
leading supplier of advanced ballistic protection solutions, to deepen our role as a key sub-supplier.
Scanfiber saw strong growth during 2025, and will add NOK 160 million in revenue, contributing to a pro-
forma twelve-month total of NOK 266 million for the Group; a profoma 30% increase year-over-year on a
consolidated basis. Within the defence segment the proforma revenue would be approximately NOK 160
million for 2024 and approximately NOK 254 million for 2025, representing more than 60% growth on a YoY
basis. Scanfiber has a robust orderbook and significant scalability that we expect to capitalise on during
the years ahead. A total of NOK 160 million was raised through a private placement in conjunction with the
acquisition, further solidifying the strength of the balance sheet and firing power of the Group.
Our financial position strengthened considerably in preparation for the settlement of the Scanfiber
acquisition. Net cash position stood at NOK 177 million and available liquidity of NOK 259 million by years
end, total assets expanding to NOK 723 million, and an equity ratio of 91%.
The results from our portfolio were the result of several strategic wins, including new contracts that
expanded our footprint in European NATO countries, demonstrating robust demand for our innovative
solutions that enhance machine-gun performance and other critical systems. Early in 2026, we secured
significant contracts totalling NOK 38 million for new deliveries in 2026, signalling sustained international
interest.
2
Looking ahead, our path is clear and exciting. We will continue executing our compounder strategy, seeking
acquisitions of fast-growing, profitable niche firms that complement our portfolio. Our focus will remain on
delivering value through accretive acquisitions, operational excellence, capital-light models, and close
collaboration with OEMs to meet evolving defence needs.
The broader defence market is entering a dynamic phase, fuelled by rising geopolitical tensions and
increased budgets across NATO allies. Future trends point to a super cycle of innovation and investment,
where sub-suppliers like those in our Group stand to benefit. We see exciting opportunities in dual-use
technologies and solutions that bridge commercial and military applications, enhancing efficiency while
addressing environmental imperatives.
For companies like ours, serving larger OEMs, this means emphasising speed-to-market, rapid product
design cycles, and localised sourcing to build credibility and capture share in a market projected to grow
significantly through 2026 and beyond.
In summary, 2025 was a year of successful transition, laying a robust platform for long-term value creation.
2026 is expected to be a year of capacity build up in the industry before significant further growth in the
following years. I am confident that our strategic focus, combined with a favourable market landscape,
positions Fjord Defence Group for continued success. Thank you for your unwavering support as we
navigate this promising future together.
Sincerely,
Jon Asbjørn Bø
CEO, Fjord Defence Group ASA
3
Board of Directors report
Fjord Defence Group ASA is a Norwegian defence compounder focused on acquiring and developing fast-
growing, profitable companies within the defence, security, and related industries. The Group also retains
its legacy multi-client seismic data library.
Through its buy-and-build strategy, Fjord Defence Group pursues long-term growth through selective
acquisitions and operational excellence, scaling high-performing niche suppliers into a focused, future-
ready portfolio. The Group is well-positioned to drive synergies, expand geographic presence in Northern
and Central Europe, and contribute to the evolving needs of the global defence sector, delivering
sustainable value to its shareholders and stakeholders.
In 2025, the company executed key acquisitions to build its defence portfolio. Fjord Defence AS,
established in October 2017, is a Norwegian-based specialist in advanced weapon accessories, including
next-generation mounts, tripods, pedestals, swing arms, and related equipment designed for ground,
vehicle, maritime, and miscellaneous applications. With a 100% customer-focused organisation, Fjord
Defence AS emphasises superior functionality, simplicity, durability, and maintainability, offering rapid
prototyping, cost-effective solutions, training, and lifetime support. Fjord Defence AS was acquired in June
2025.
Additionally, Scanfiber Composites A/S is a Danish leader in ultra-light composite materials and advanced
ballistic protection solutions with nearly 30 years of industry experience. Based in Sindal, Denmark,
Scanfiber specialises in spall liners and lightweight armour using polyethylene, aramid, and fiberglass
fibres, providing durable protection for vehicles, vessels, aircraft, buildings, and personnel. The agreement
to acquire Scanfiber Composites A/S was signed in November 2025, and the transaction is expected to be
closed in February 2026.
Serving primarily blue-chip military original equipment manufacturers (OEMs) across Europe, the company
sources high-performance materials from reputable suppliers and focuses on low-cost, low-
environmental-impact solutions.
The Group maintains legacy assets from its legacy operations, including seismic multi-client data library in
Norway and Egypt, managed for value extraction with minimal new investment,
The Company is headquartered in Oslo, Norway, and led by CEO Jon Asbjørn Bø, The Company changed its
name from Aquila Holdings ASA to Fjord Defence Group ASA in June 2025 to align with its strategy to be a
compounder within the defence and related industries,
The Company’s shares are listed on the Euronext Oslo Stock Exchange under the ticker “DFENS”.
Accounting principles
The consolidated financial statements are prepared in accordance with IFRS® as adopted by the European
Union (“IFRS”).
The Company has not adopted any standards, interpretations or amendments that have been issued but
are not yet effective.
All financial statements in this report are presented on a going concern basis in accordance with the
Norwegian Accounting Act section 3-3a, and the Board of Directors confirms that the prerequisites for going
concern assumptions are present.
4
Financial results, financial position and capitalisation
Revenues during 2025 came from Fjord Defence AS’ sale of products and income relating to the multi-client
seismic business.
Revenues in 2025 amounted to NOK 59.0 million compared to NOK 41.9 million in 2024. The increase is
primarily driven by the change of strategy and acquisition of Fjord Defence AS in June 2025. The Group also
had cash inflow of NOK 16.8 million from settlement of a financial asset relating to its legacy seismic
business (node on a rope handling system sold to MagSeis/TGS in 2022) and sale of shares in Arbaflame
for NOK 4.5 million. The combined cash inflow of NOK 21.3 million gave a gain of NOK 2.2 million in 2025.
Changes in the fair value of the investment portfolio in 2025 gave a loss of NOK 18.2 million, relating to the
reduction of the trading value of the shares in Capsol Technologies ASA.
Cost of materials and direct services was NOK 29.2 million compared to NOK 42.4 million in 2024. There
has been an increase relating to Fjord Defence AS, and also a reduction in cost within the seismic segment
after finalisation of the data reprocessing program conducted in 2023 and 2024.
Other operating expenses were NOK 51.8 million for 2025, compared to NOK 21.4 million in 2024. The
increase in costs stems from M&A activities and uplisting of the company from Euronext Expand to the main
board of Oslo Stock Exchange in October 2025. Total transaction costs amounted to NOK 20.1 million for
2025 while 2024 had none such costs.
The straight-line amortisation of the multi-client library was NOK 61.6 million for 2025, compared to NOK
68.9 million in 2024. The amortisation of Norwegian multi-client assets is tax deductible and does not incur
any replacement cost to the company and has no cash impact on the business going forward.
Operating loss for 2025 was NOK 116.3 million compared to operating loss of NOK 131.9 million in 2024.
Net financial items gave a loss of NOK 1.2 million in 2025 compared to a net gain of NOK 0.4 million in 2024.
Income tax for 2025 was a gain of NOK 26.7 million compared to a gain of NOK 16.2 million in 2024.
Tax loss carried forward as of 31 December 2025 was NOK 148.6 million of which NOK 25 million is
recognised deferred tax assets in the balance sheet.
The Group has a net loss of NOK 90.8 million in 2025 compared to a net loss of NOK 115.3 million in 2024.
In addition to transaction costs, the loss mainly is due to the amortisation of the multi-client assets as well
as amortisation of identified intangible assets stemming from the acquisition of Fjord Defence AS.
As of 31 December 2025, the Group had total assets of NOK 723.5 million, compared to NOK 326.4 million
as of 31 December 2024.
Total non-current assets of NOK 465.7 million as of 31 December 2025 compared to NOK 313.6 million as
of 31 December 2024. The change is mainly driven by amortisation of the multi-client library and the IFRS 3
compliant business combination with Fjord Defence AS in June 2025. A goodwill of NOK 178.2 million and
other intangible assets of NOK 88.1 million are related to Fjord Defence AS at year end. Amortisation of
other intangible assets amounted to NOK 15.8 million in 2025.
Total current assets increased from NOK 12.8 million as of 31 December 2024 to NOK 257.8 million as of
31 December 2025. The Company’s cash balance ended at NOK 199.4 million on 31 December 2025. A
private placement related to financing of the Scanfiber acquisition was consummated 23 December 2025.
The net proceeds of NOK 152 million from the private placement was included in the cash at hand at year
end, pending closing of the Scanfiber transaction.
5
The Group’s net equity was NOK 658.5 million as of 31 December 2025, representing a net increase of NOK
306.2 million compared to 31 December 2024. The equity ratio was 91 % as of 31 December 2025 compared
to 94 % as of 31 December 2024.
Total non-current liabilities at 31.12.2025 comprised 19.2 million and consisted of a five-year loan and a
lease liability. At the end of 2024 the group had no interest bearing non-current liabilities.
Total current liabilities increased by NOK 45.8 million compared to 2024, mainly due to inclusion of Fjord
Defence AS into the group. The current part of interest-bearing liabilities comprised NOK 4.9 million as of
31 December 2025.
Per 31 December2025 the Group has unutilised short-term credits of NOK 30 million and an unutilised M&A
facility of further NOK 30 million. The M&A facility is available until June 2027. Pending the closing of the
Scanfiber acquisition, the Group has secured debt financing of further NOK 150 million to be drawn in DKK.
This loan will finance a part of the cash consideration agreed upon in the Share Purchase Agreement.
Closing of the transaction was subject to government approvals which were granted 19
th
of February 2026.
Cash flow from operations, investments and financing
The Group’s cash flow from operating activities in 2025 was negative NOK 44.2 million compared to
negative of NOK 9.6 million in 2024.
The Group’s cash flow from financing activities in 2025 was NOK 231.7 mainly due to share issues and
drawdown of loan, compared to negative NOK 7.1 million in 2024 driven by repurchasing of own shares and
interest payment.
6
Key financial indicators
Risk management and internal control
Fjord Defence Group ASA's activities are primarily focused on acquiring and developing fast-growing,
profitable companies within the defence, security, and related sectors, following the strategic
repositioning and name change from Aquila Holdings ASA in 2025. The Group's performance,
opportunities, and profitability going forward is linked to developments in the global defence industry,
including geopolitical tensions, government defence spending budgets, and demand for advanced weapon
accessories, lightweight composite materials, and ballistic protection solutions.
The defence portfolio, built through key acquisitions such as Fjord Defence AS (specialising in advanced
weapon mounts and accessories) and Scanfiber Composites A/S (a leader in ultra-light composite ballistic
protection), forms the core of the Group's value creation. These businesses are subject to risks typical of
the defence sector, including fluctuations in military procurement cycles and spending, competition,
requirement of continuous innovation, potential delays in order execution or contract awards, supply chain
disruptions for specialised materials, and regulatory or export control changes affecting international
sales. The Group has proprietary technologies and know-how that is vital for its specialised weapon
NOK thousands
Profit and loss 2025 2024*
Revenue
58 965 41 941
Changes in fair value of investments (loss)
(18 230) (19 115)
Operating profit (loss) (EBIT) (116 299) (131 883)
Cash earnings ** (22 052) (21 812)
Net profit (loss)
(90 772) (115 347)
Basic earnings (loss) per weighted average shares (in NOK)
(3.93) (4.25)
Financial position 31.12.2025 31.12.2024
Bank deposits
199 406 11 959
Available liquidity ***
259 406 11 959
Total assets
723 463 326 425
Total equity
658 457 306 732
Ratio analysis 31.12.2025 31.12.2024
Equity ratio
91.0 % 94.0 %
Net asset value per share (NOK) ****
12.26 17.06
* Comparative figures have been restated
** Revenue, cost of sales, SG&A
*** Bank deposits, undrawn credit facilities
**** Net asset value per share; total assets – total liabilities divided by number of shares
7
accessories, advanced protection solutions and other niche defence solutions. Additionally, the Group is
dependent on a good reputation as a trusted supplier within the industry, well-functioning capital markets
and access to capital to execute its strategy.
The Group retains legacy assets from its prior operations, primarily a multi-client seismic data library,
which is managed for maximum value extraction with limited investment. The seismic business remains
exposed to commercial risks, such as future oil and gas prices that impacts E&P spending or regulatory
changes, which could lead to impairments. However, as the Group transitions fully to its defence
compounder strategy, the relative impact of these legacy risks is expected to decrease over time.
The Group faces integration risks associated with its buy-and-build strategy, including potential challenges
in realising synergies from acquisitions, cultural alignment, and operational scaling. Additional risks
include cybersecurity threats, climate-related considerations in the supply chain and operations, and tax
uncertainties across jurisdictions where the Group and its subsidiaries operate.
The Group is also exposed to financial risks, including currency fluctuations (given its international
operations with both revenues and costs in multiple currencies such as NOK, SEK, DKK, EUR, USD, and
others), interest rate risk related to its bank borrowings, liquidity, and credit risk.
The Board monitors these closely and maintains robust internal controls and risk management processes
to identify, assess, and mitigate these risks, ensuring alignment with the Group's strategic objectives. The
Group’s credit risk is managed through customer assessments (primarily blue-chip military OEMs and
defence entities considered financially sound), receivables monitoring, and placement of excess cash in
low-risk instruments. The Group utilises natural currency hedging through lending in foreign currencies
where it has operations to reduce its exposure to fluctuation in foreign exchange rates. Additionally, the
Group hedges large foreign exchange transactions through forward contracts. The Group also has a policy
to hedge at least 50% of its interest rate risk through interest rate swaps. Liquidity risk is considered low,
supported by a solid cash position, net cash inflows from operations, limited capex commitments and
access to undrawn credit facilities.
For further details, reference is made to Note 14 and 18 in the Consolidated Financial Statements.
Financial highlights and developments:
The Group has shifted to reporting from USD to NOK from 2025
Defence segment revenues have grown significantly post-acquisitions, with legacy seismic multi-
client business contributing modestly
Strong equity ratio maintained (above 85% in transitional period)
Focus on positive cash flows and liquidity to support further accretive acquisitions
The Board is committed to proactive risk oversight to safeguard shareholder value amid the Group's growth
in the dynamic defence sector.
Organisation, working environment and equal opportunity
At the end of 2025, the Group has 15 employees performing a total of 8.5 FTEs during the year FTEs
compared to 3 employees and 2.7 FTEs in 2024. At the end of 2025 the Group employed 1 woman and 14
men and 1 woman and 2 men at the end of 2024.
8
The Board considers the working environment to be good. As the Group expands, both the Board of
Directors and Management is focused on maintaining and developing a culture focused on safe, respectful,
and inclusive working environment.
Health and wellbeing of employees are central to attracting talent and the Group’s success and continued
growth.
The Group prohibits discrimination based on gender, race, age, ethnicity, disability, sexual
orientation, or religion.
Recruitment and hiring processes are based on principles of equal treatment.
Fair compensation and respect for individual rights are fundamental.
Ambition of zero accidents in the Group’s production. There were no personnel injuries or
accidents reported in 2025 or prior years.
Be a good place to work. The Group targets a sick leave below 2%. There was no sick leave in 2025
nor 2024.
Health, safety and environmental in the Group’s supply chain
The Group is fully committed to safeguarding and maintaining the environment in which we operate and
live, while also providing a safe and healthy workplace for our contractors, vendors, and customers. The
Group manages and monitors these activities through corporate culture, corporate policies, procedures
and guidelines.
The Group conducts due diligence on vendors, contractors, and suppliers to identify and address risks
related to human rights and decent working conditions. Suppliers are mainly providers of consultancy
services, IT solutions, office services, insurance, pension, capital markets support, and other operational
services.
Risk assessment considers vendor location and country of origin, industry, value of services/supplies,
existing knowledge of the vendor, and publicly available information. Vendors are classified as low,
medium, or high risk.
If risks are identified, the Group seeks to engage alternative (“green”) vendors where possible. Where
substitution is difficult, the Group requests additional information on the vendor’s measures to prevent
adverse impacts and reaches a conclusion based on the response.
The Group distributes its Code of Conduct to suppliers and conducts periodic evaluations to ensure
ongoing compliance with expected standards. All new vendors undergo separate risk evaluation.
While risk-mitigating factors are in place, the possibility of adverse impacts cannot be completely
excluded; therefore, regular risk assessment and continuous monitoring remain essential.
The Group issues its Transparency Act report annually on its website www.fjorddefencegroup.com, and the
report for 2025 will be made available before 30 June 2026. The report for 2024 is included in the Group’s
2024 Annual Report, also available on the Company’s website.
Sustainability and corporate social responsibility
Fjord Defence Group ASA's commitment to sustainability and corporate social responsibility remains a
priority on the Board of Directors' agenda as the Company pursues its defence compounder strategy.
9
The Group is dedicated to operating responsibly across its portfolio of niche defence businesses, including
advanced weapon accessories (Fjord Defence AS) and ultra-light composite ballistic protection solutions
(Scanfiber Composites A/S). This involves minimising environmental impacts through efficient resource
use, responsible material sourcing (such as high-performance fibers with lower environmental footprints
where possible), and adherence to strict regulatory and customer standards in the defence sector.
Scanfiber Composites maintains the ISO 14001 Environmental Management certification, reflecting
structured efforts to manage environmental aspects in manufacturing lightweight, durable protection
materials that contribute to reduced weight and fuel consumption in end-user applications (e.g., vehicles
and vessels).
Fjord Defence AS maintains several key certifications and compliance standards essential to operate in the
international defence industry. The ISO 9001:2015 (Quality Management System) is a cornerstone of the
operations, ensuring that design, manufacturing, and installation of weapon integration solutions meet
international quality- and customer requirements. In addition to ISO 9001, Fjord Defence AS’ products are
engineered and tested to meet rigorous military and NATO specifications.
The seismic multi-client business stems from historical investments and continues to operate under a
licensing model with minimal implications for environmental, safety, and health matters. Operations are
primarily managed through established partnership agreements, with revenues derived from existing
licensing arrangements. The products target a market with clients that focus on near-field exploration,
supporting low-cost, low-emission resource development where production infrastructure is already in
place. As a non-core legacy asset, it is managed to maximise value extraction with limited new capital
commitments, aligning with the Group's strategic shift toward the defence and security industries
activities.
The Group emphasises ethical business practices, supply chain responsibility, compliance with all
applicable laws (including export controls and international sanctions), and fostering a safe, inclusive
workplace.
Board structure and corporate governance
The Board of Directors of Fjord Defence Group ASA consists of three members, all of whom are
independent. They serve until the annual general meeting in 2026. The audit committee comprises two
members of the Board.
The Company maintains an independent nomination committee, consisting of two members elected by the
shareholders.
No material transactions, other than the remuneration disclosed in the relevant note of the consolidated
financial statements, occurred between the Company and its management, directors, or major
shareholders during the reporting period. However, Ketil Skorstad, a member of the Board of Directors,
participated in two private placements during 2025 through Tigerstaden AS (his controlled entity),
subscribing for shares in connection with the Company's strategic acquisitions and financing activities on
equal terms as all other subscribers.
Fjord Defence Group ASA places strong emphasis on independence, integrity, and ethical conduct in all
matters involving the Board of Directors, management, and shareholders. The Group operates a
compliance program aimed at continuously informing and educating employees on ethical, legal, and
regulatory issues relevant to its operations in the defence and security sectors.
The Company's corporate governance policies and practices are based on the Norwegian Code of Practice
for Corporate Governance (as most recently revised). The Board of Directors believes that Fjord Defence
10
Group ASA complies with the Code in all material respects and will address any future amendments
accordingly. A more detailed description of compliance with the Code of Practice, together with the
requirements under the Norwegian Accounting Act for corporate governance reporting, is provided in the
corporate governance section of the Annual Report.
Salary and compensation
Fjord Defence Group compensates its employees according to market conditions that are reviewed on an
annual basis including base salary, insurance and retirement benefits programs. For further details, please
refer to Note 6 in the consolidated financial statements.
The members of the Board of Directors do not participate in any bonus plan, profit-sharing plan or stock
incentive plan. The directors’ compensation is based on a fixed fee. The remuneration is not related to the
Group’s financial results. Except for Torstein Sanness, board member, who has awarded options in the
Company in 2021, see the 2025 Remuneration Report for more information.
The Group has international liability insurance for the Board of Directors and management. The insurance
coverage is up to NOK 50 million per year for total revenue of NOK 350 million subject to increase as further
growth is realised.
Annual result for the parent company and allocation of result
In 2024 and 2023, the Group’s parent company Fjord Defence Group ASA did not have any revenue. In 2025,
the parent company had revenues of NOK 2.6 million, relating to sale of certain off-balance sheet seismic
equipment.
In 2025, the company report a net loss of NOK 44.3 million, an improvement from NOK 109.2 million the
year before.
At year-end 2025, the parent company had total assets of NOK 685.4 million compared to NOK 235.1
million at the end of 2024. Investment in shares in subsidiaries is increased by NOK 274.7 million related to
the acquisition of Fjord Defence AS. The bank balance at year end was NOK 192.1 million, an increase of
NOK 183.6 million compared to last year. The increase mainly is due to net proceeds from the issuance of
shares to finance the acquisition of Scanfiber Composites A/S. The proceeds remain on the balance sheet
until closing and settlement takes place by the end of February 2026.
As of 31 December 2025, the parent company has a net equity of NOK 655.0 million, compared to NOK
230.2 million at the end of 2024. The equity ratio 31 December 2025 was 96% compared to 98% at the end
of 2024. Total current liabilities have increased by NOK 8.5 million compared to last year due to account
payables and short-term portion of interest-bearing debt.
The Board of Directors has proposed booking NOK 25 million as a tax asset in the parent company. This is
based on a conservative assessment of near future earnings in the subsidiary Fjord Defence AS.
Outlook
The global defence sector is poised for robust growth in 2026, driven by escalating geopolitical tensions,
technological advancements, and increasing national security priorities. Global defence spending is
projected to exceed USD 2.6 trillion in 2026, representing an 8.1% increase from 2025 levels, with further
acceleration toward USD 2.9 trillion by the end of the decade and potentially USD 3.6 trillion by 2030.
In Europe, where Fjord Defence Group primarily operates, defence budgets are expected to rise by high
single to low double digits, favouring local contractors and collaborative programs amid NATO's emphasis
on collective security.
11
The U.S. Department of Defense's FY2026 budget request of USD 961.6 billion underscores this, allocating
USD 179 billion to Research, Development, Test, and Evaluation (RDT&E) - a 27% year-over-year increase -
to prioritise asymmetric technologies.
These trends create opportunities for niche players like Fjord Defence Group, particularly in weapon
accessories, composites, and related equipment, where demand for lightweight, high-performance
materials and modular systems is surging.
Fjord Defence Group remains committed to its role as a defence compounder, scaling high-performing
companies into a focused, future-ready portfolio. Building on our 2025 acquisitions of Fjord Defence AS (a
leader in next-generation weapon mounts, tripods, and pedestals) and Scanfiber Composites A/S
(specialising in advanced composites for defence applications), we aim to pursue selective acquisitions of
fast-growing, profitable niche suppliers in the defence, security, and related segments.
Our strategy emphasises long-term growth by leveraging synergies across our portfolio, investing in R&D
for innovative products, and capitalising on Europe's rearmament cycle. We expect to benefit from M&A
opportunities in the defence and security space, where investor interest remains strong due to evolving
threats and funding priorities.
Assuming stable macroeconomic conditions, Fjord Defence Group projects double digit revenue growth
for 2026, supported by organic expansion and potential acquisitions. Fjord Defence Group’s market
capitalisation has increased significantly since the listing in October 2025, reflecting investor confidence
in the revitalised strategic model.
The Group aim to maintain healthy margins through revenue growth, cost-effective solutions, asset light
operational strategy, and supply chain efficiencies. Operationally, we expect to enhance production
capabilities and international presence.
Forward-looking metrics will be monitored closely, with a focus on EBITA expansion and cash flow
generation to support shareholder returns.
While the outlook is positive, several risks could impact performance. Geopolitical shifts, such as changes
in conflict dynamics or policy reversals (e.g., in Ukraine or U.S. defence priorities), may lead to budget
reallocations or procurement delays. However, the long-term rearmament cycle in Europe is considered to
last for the foreseeable future with predominantly new investments in the first phase followed by a
prolonged period with a more balanced mix of investments and operations/aftermarket activities.
Supply chain disruptions, regulatory changes in export controls, and economic downturns pose additional
challenges. We mitigate these through diversified portfolios, strong governance, and proactive risk
management. Climate-related factors, including sustainable materials in composites, are also integrated
into our strategy to align with evolving ESG expectations.
Fjord Defence Group is well-positioned to navigate all these dynamics and deliver sustainable value.
Events after the reporting period
Following the Scanfiber-related Private Placement in December 2025, a subsequent offering on the same
conditions was executed in January 2026. The total available amount of NOK 25 million was oversubscribed
2.5 times and further strengthens the liquidity and equity position of the Group.
On 25 February 2026, the Company acquired 100% of the shares in Scanfiber Composites A/S. See note 20 Business
Combinations for further information.
12
Responsibility statement
Confirmation from the Board of Directors and CEO
The Board of Directors and the chief executive officer of Fjord Defence Group ASA have today considered and
approved the annual report and financial statements for the 2025 calendar year ended on 31 December 2025.
We confirm, to the best of our knowledge, that:
The 2025 financial statements for the Group and the Company have been prepared in
accordance with all applicable accounting standards.
The information provided gives a true and fair view of the Group’s and the Company’s assets,
liabilities, financial position and results.
The Board of Directors report provides a true and fair overview of the development,
performance and financial position of the Group and the Company, together with a description
of the principal risks and uncertainties that they face.
Oslo, 25 February 2026
The Board of Directors and CEO of Fjord Defence Group ASA
Nina Skage
Ketil Skorstad
Torstein Sanness
Chair
Director
Director
Jon Asbjørn Bø
CEO
13
Corporate governance report
Implementation and reporting on corporate governance
This report has been prepared by the Board of Directors of Fjord Defence Group ASA (the “Company” or
“Fjord Defence Group” and together with its subsidiaries the “Group”).
The Company is incorporated and registered in Norway and is subject to Norwegian law. The Company is
listed on Oslo Stock Exchange. Fjord Defence Group considers good corporate governance to be the
foundation for value creation and trustworthiness. As a public limited liability company listed on Oslo Stock
Exchange, the Company must comply with the Norwegian Securities Trading Act and Regulation, the Issuer
Rules for Companies Listed on Oslo Stock Exchange, the Norwegian Public Limited Liability Companies
Act, and all other applicable laws and regulations.
The Company endorses and complies with the Norwegian Code of Practice of Corporate Governance (the
“Code of Practice” or the “Code”) dated 28 August 2025 found at www.nues.no. The Code of Practice is
based on a "comply or explain" principle, which means that listed companies must comply with the Code
of Practice or explain why an alternative approach has been chosen. The Company will comply with the
Code of Practice and any deviations will be listed below.
The Company’s articles of association can be found on the Group’s website www.fjorddefencegroup.com.
Fjord Defence Group’s objective is to maintain agility and autonomy in existing and future subsidiaries and
enhance stakeholder value through profitable, sustainable and growth oriented development of its defence
companies and execute its strategy as compounder within the defence industry in a long-term perspective.
The Company has established a corporate culture to build confidence and trust among its stakeholders.
Key elements are open and honest communication, a system of internal controls and policies and a
compliance program. The Company's corporate governance is based on the following main objectives:
1) Open, reliable, and relevant communication with the outside world regarding the Group's
business and matters related to corporate governance.
2) Equal treatment of the Company's shareholders.
3) Independence between the Board of Directors, the Management and the shareholders to avoid
conflicts of interests.
4) A clear division of work between the Board of Directors, Management and shareholders.
5) Good control and corporate governance mechanisms to achieve predictability and reduce the
level of risks for shareholders and stakeholders.
Business
Fjord Defence Group ASA is a Norwegian defence compounder listed on Euronext Oslo Børs, focused on
acquiring and developing fast-growing, profitable companies in the defence, security, and related
segments. On 20 June 2025, Fjord Defence AS (producer of advanced weapon mounts, tripods, pedestals,
swing arms and related equipment) was acquired. Scanfiber Composites A/S (producer of ultra-light
composites and ballistic protection) was agreed in November 2025 and closed in February 2026. The
Company changed its name from Aquila Holdings ASA to Fjord Defence Group ASA in June 2025.
The Group retains a legacy seismic multi-client data library managed for value extraction with minimal new
investment.
14
Sustainability and social responsibility
The Group's policy for sustainability and corporate social responsibility is part of our governance model,
which is adopted by the Board of Director. Sustainability and corporate social responsibility are integrated
into the Group's strategic processes and are discussed in more detail in the Group's Sustainability Report
and on the Group's website.
Equity and dividends
The Company’s management and Board of Directors monitor the Company’s capital structure on a
continuous basis, including equity and liquidity, to ensure that the level of equity and liquidity, are
appropriate for the Company’s objectives, strategy and risk profile.
Dividend proposals are submitted to the General Geeting with grounds provided, including any proposal to
authorise the Board of Directors to distribute dividends. Authorisations to increase share capital or
purchase own shares are time-limited and handled as separate annual general meeting (“AGM”) items.
As of 31 December 2025, Fjord Defence Group’s equity amounted to NOK 659 million, equivalent to an
equity ratio of 91%. The Group had NOK 199 million in cash and cash equivalents and NOK 60 million in
undrawn credit facilities.
The Board of Directors considers the Group’s capital structure to be satisfactory. The Group’s required
financial strength is assessed at all times considering the Group’s objectives, strategy and risk profile.
Dividend policy
It is the Company's stated ambition to provide shareholders with annual returns on their investments in the
form of value increases that are at least on a nominal with investment alternatives with comparable risk.
The Board of Directors proposes any distribution of dividends to the annual general meeting. The annual
general meeting determines any distribution of dividends in accordance with Section 8-1 and Section 8-2
of the Norwegian Public Limited Liability Companies Act of 13 June 1997 no. 45, as amended (the
"Norwegian Companies Act"). The grounds for any proposal to authorise the Board of Directors to approve
the distribution of dividends shall be explained. The Board of Directors may approve share buy-backs when
deemed relevant and more attractive for the Company's shareholders, in accordance with the share
buyback authorisations granted to the Board of Directors from time to time. The level of any dividend
resolved by the Board of Directors will take into consideration the level of any share buy-backs carried out
during the relevant period.
Any dividends declared in the future will be subject to applicable laws, the Board of Directors being granted
an authorisation by the Company's general meeting to distribute dividends or the general meeting resolving
to distribute dividends following a proposal by the Board of Directors, and will depend upon earnings,
market prospects, restrictions under the Group's financing agreements from time to time, capital
expenditure programs, investment opportunities, and maintaining required working capital and a robust
cash buffer.
Dividends will be declared and paid in NOK. Any dividends or other payments on the Shares will be paid
through the Company's VPS Registrar to the holders of the Shares. For tax purposes, any dividends will be
classified as a repayment of paid in capital and not a taxable dividend, for as long as there is paid-in capital
available on the Shares. See Section 13 "Taxation" for information about taxation of dividends.
The Company has not proposed or paid any dividends since 2018.
15
Equal treatment of shareholders and transactions with close associates
The Company has one class of shares; each share carries one vote with equal rights. Any deviation from
pre-emptive rights in capital increases will be specifically justified and disclosed in stock exchange
announcements. Transactions in own shares are executed on-market at prevailing prices; mechanisms to
ensure equal treatment are considered if liquidity is limited.
Related-party transactions occur on arm’s length market terms, with independent third-party evaluations
obtained unless immaterial or exempt under law.
Shares and negotiability
Shares are freely negotiable; the articles contain no restrictions on ownership, trading, or voting. Except for
Management shares awarded under the Company’s Share Incentive Programs which have a lock-up period.
Additionally, the Company may agree to lock-up agreements for shareholders of companies Fjord Defence
Group acquires where whole or part of the purchase price is settled with shares in the Company.
General meetings
The AGM is the highest corporate body. Notices and supporting documents are published at least 21 days
in advance of the General Meeting on the Group’s website and in accordance with applicable law and stock
exchange regulations.
The Board of Directors ensures shareholders can participate and cast votes, including proxy and electronic
voting where allowed. Proxy forms enable voting on each agenda item and each candidate. Minutes from
the meetings are promptly published on the website.
The Board of Directors, CEO, and auditor typically attend the AGM. However, the Company will normally
not have the entire Board of Directors participate as this is considered unnecessary. This represents a
deviation from the Code of Practice which states that arrangements shall be made to ensure participation
by all directors. The Chair of the Nomination Committee will be present at the Company’s General Meetings
where matters prepared by the nomination committee will be dealt with.
All shareholders have the right to have their cases considered at the General Meeting. Cases must be
submitted in writing to the Board of Directors at least seven days before the deadline for sending the
notification of the General Meeting. The reason for wanting the case being added on the agenda should also
be specified.
The AGM for 2026 will be held on 21 May 2026. The last AGM was held on 22 May 2025.
Nomination committee
The articles of association, article 8, require a nomination committee of up to three members elected for
up to two years. The committee proposes candidates for the Board and remuneration for the Board and its
committees, as well as its own composition and remuneration.
Proposals are available no later than 21 days before the General Meeting. The committee consults selected
shareholders and meets at least annually with the Board.
The members of the Nomination Committee are elected by the General Meeting. The Nomination
Committee comprise of Fredrik Sneve and Gunerius Pettersen, both are shareholders in the Company.
The members are considered independent of Management and the Board and to have a composition that
reflects the interests of the shareholder community.
16
Board of directors: composition and independence
The Board shall be composed in a way that it can
1) attend to the common interests of all shareholders and meet the Company's and Group’s need
for expertise, capacity and diversity; and
2) act independently of special interests. The majority of the shareholder-elected Board members
shall be independent of the management and significant business contacts. At least two of the
members of the Board shall be independent of the Company's major shareholder(s).
For the purposes of these policies, a major shareholder shall mean a shareholder who owns or controls
more than 10% of the Company's shares or votes, and independence shall entail that there are no
circumstances or relations that may be expected to be able to influence an independent assessment of the
person in question. The Board shall not include members of Management. The Board including its Chair is
elected by the General Meeting for terms up to two years where re-election is possible, see the Section on
Nomination Committee for their mandate and process for proposing board members for the AGM.
The Company has Directors and Officers Insurance (D&O insurance) covering liabilities up to NOK 50
million annually. The insurance covers the Board of Directors and Executive Management.
The work of the Board of Directors
The Board of directors has overall responsibility for the management of the Group and for monitoring the
day-to-day administration and the Group's business activities. This means that the Board is responsible for
ensuring that control systems have been established and for ensuring that the Group is operated in
compliance with established values, ethical guidelines and the owners' expectations for sustainable and
socially responsible operations. The Board shall primarily protect the interests of all shareholders but is
also responsible for safeguarding the interest of the Group's other stakeholders.
The Board oversees management and supervision, with formal instructions for the Board and the CEO
defining roles, responsibilities, and disclosure of material interests. Material matters involving the Chair
are chaired by another director.
Audit committee
Fjord Defence Group has an audit committee where the Board has adopted formal instructions consistent
with the Code. The audit committee is a working committee for the Board, preparing matters and acting in
an advisory capacity. The duties, tasks and composition of the audit committee shall follow the Norwegian
Public Limited Liability Companies Act. In particular, the audit committee shall act as a preparatory body
and support the Board in the exercise of its responsibility relating to financial reporting, auditing, internal
controls, compliance with ethical policy such as environmental, social and governance.
The members of the audit committee are elected amongst the members of the Board for a term of up to two
years. At least one member of the audit committee should be competent in respect of finance and audit,
and a majority of the members should be independent of the Company. The Group's CFO and the Group's
elected auditor normally attend the meetings. The CEO and other Board members have the right to attend
at their own request. The mandate of the audit committee is subject to annual revision.
17
Participation in Board and committee meetings during 2025
Board member
Board meetings
Audit committee meetings
Nina Skage
17
4
Torstein
Sanness
16
4
Ketil Skorstad
11
Karl Sivert Skatland*
11
Total meetings held
17
4
* Karl Sivert Skatland is a deputy to the Board of Directors representing Ketil Skorstad
Risk management and internal control
The Board is responsible for the Group’s risk management and internal control systems that are
appropriate in relation to the extent and nature of the Group’s activities. Both the Board of Directors and
the management of the Company focus on risk management and internal controls.
The Board conducts an annual review of material risks, Management’s monitoring and reporting, any
control weaknesses, and external reporting effectiveness. The CEO implements internal controls and
reports results per the Board’s annual plan. The corporate governance and Annual Report include the main
areas of internal control related to financial reporting.
The Group also have a particular focus on export control and sanctions as well as good processes and
guidelines to ensure compliance with Data Privacy regulations.
Routines have been established for notification and follow up on any alleged misconduct. The Group has a
reporting channel that is available to all employees.
Remuneration of the Board of Directors
The Company has established guidelines for determining the salary and other remuneration for senior
executives and the Board (Guidelines for management and BoD remuneration). The guidelines shall be
reviewed by the General Meeting in the event of any significant changes and at least every four years. The
guidelines were last reviewed and approved on the Extraordinary General Meeting on 18 December 2025.
Board remuneration is proposed by the Nomination Committee and determined by the AGM, reflecting
responsibility, expertise, time, and business complexity.
The remuneration of the Board is designed to attract and retain an optimal Board structure in a competitive
environment. The Board's remuneration shall reflect the Board's responsibility, expertise, use of time and
the complexity of the Company's business activities. Remuneration shall not be dependent on or linked to
the Company's performance. Except for Torstein Sannes, board member, who has options in the Company.
See the Group’s Annual Report for further information about the options. This is a deviation against the
Code. Any remuneration above standard fees is disclosed in the Remuneration Report.
For detailed information about the Board’s remuneration, see the Group’s Remuneration Report.
Salary and other remuneration for executive personnel
The main purpose of the executive remuneration is to attract and retain executives, to align interests
between executives and the Company’s shareholders and stimulate a strong and enduring profit-oriented
culture that is expected to contribute to share price growth. The remuneration to the executives shall
promote the achievement of good financial results and leadership in accordance with the Company’s
18
values and business ethics and shall reflect the content and complexity of the executives’ position as well
as the performance of the individual.
The total remuneration package for executives consists of a fixed salary, standard employee pension and
insurance coverage, a variable salary element and share incentive programs. The fixed salary for executives
shall be in line with the market level for corresponding jobs in the industry and be based on responsibilities,
expertise, and performance. The level of fixed salary is to be reviewed annually. Within the framework of
the employment agreements entered into, the remuneration to the CEO shall be recommended by the
chairman of the Board of Directors and approved by the Board of Directors on an annual basis, while the
remuneration to other executives shall be recommended by the CEO, in consultation with the chairman,
and approved by the Board of Directors on an annual basis.
Information and communication
Fjord Defence ensures timely, accurate disclosure of interim and annual reports and significant interim
information via stock exchange announcements and the Company’s website.
The Group uses The Oslo Børs Code of Practice for IR as guidelines for its reporting. The Group will continue
its English-only reporting under granted exemption.
The Group considers it very important to inform owners and investors about the Group's development and
economic and financial status. Emphasis is placed on ensuring that the stock market receives equal and
simultaneous information. In discussions with shareholders and analysts, the precautionary principle is
applied with regard to the pre-distribution of information. The Group has directives regarding
communication with the investor market and the handling of inside information. Equal treatment of all
shareholders is emphasised.
Take-overs
Although it is recommended by the Code of Practice, the Board has not established separate policy on how
to respond in the event of a take-over bid, but will comply with the following principles should such event
occur:
In the event of a takeover bid, the Board will ensure that.
1) Shareholders in the Company are treated equally.
2) Shareholders are given sufficient information and time to form a view of the offer.
3) The Group's business activities are not disrupted unnecessarily.
4) The bid is not hindered or obstructed by the Board unless there are reasons to do that.
5) In case the bid is made for the Company's shares, no authorisations or resolutions are exercised
or made by the Board with the intention to obstruct the take-over bid unless this is approved by the
general meeting after the announcement of the bid.
With respect to any agreements entered by the Company and a bidder, the following principles shall apply:
1) An agreement limiting the Company's ability to arrange other bids for the Company's shares shall
only be entered into if it is self-evident that such an agreement is in the Company and the
shareholders' common interest. This shall also apply to any agreement on financial compensation
to the bidder if the bid does not proceed.
2) An agreement that is material to the market's evaluation of the bid shall be disclosed no later than
at the same time as the announcement that the bid will be made is published.
3) Any transaction that de facto is a disposal of the Company's activities shall be decided by the
general meeting.
19
If an offer is made for the Company's shares, the Board shall issue a statement recommending its
shareholders to accept or decline the offer. The Board's statement shall make it clear whether the views
expressed are unanimous, and if such is not the case, explain the basis on which specific members of the
Board have excluded themselves from the statement. The Board shall ensure that an explained valuation
of the offer is prepared by an independent expert, which shall be disclosed no later than at the time of the
disclosure of the Board’s statement.
Auditor
The Group's auditor is elected by the General Meeting. PricewaterhouseCoopers AS (PwC) is the Group
Auditor. Some smaller companies in the Group use other audit firms. Some foreign subsidiaries do not have
an auditor as this is not part of the local requirements.
The Board of Directors require the Group’s auditor to annually present to the Audit Committee the main
features of the plan for the audit of the Group.
The auditor participates in meetings of the Board of Directors and the audit committee that deal with the
annual accounts. At these meetings the auditor report on any material changes in the Company’s
accounting principles and key aspects of the audit, comment on any material estimated accounting figures
and report all material matters on which there has been disagreement between the auditor and the
Company’s executive management.
Further, the Board of Directors has an annual review of the Company’s internal control procedures with the
auditor, including identified weaknesses and proposals for improvement. The Board of Directors has
established guidelines in respect of the use of the auditor by the executive management for services other
than audit. The remuneration to the auditor is subject to approval by the annual General Meeting. The Board
of Directors will report to the General Meeting details of fees for audit work and any fees for other
assignments.
20
Consolidated financial statement
Consolidated statement of comprehensive income
NOK thousands Note 2025 2024*
Revenue 3,4 58 965 41 941
Changes in fair value of investments (loss) 3,11 (18 230 ) (19 115 )
Other gains (losses) 2 247 (7 871 )
Cost of materials and direct services 3,5 (29 201 ) (42 353 )
Other operating expenses 3,6 (51 816 ) (21 400 )
Reversal other accrual - 14 211
Depreciation (828 ) -
Amortisation multi-client 9 (61 612 ) (68 865 )
Impairment multi-client - (28 430 )
Amortisation identified intangibles 10 (15 823 ) -
Operating profit (loss) (EBIT) (116 299 ) (131 883 )
Financial income 2 189 739
Financial expenses (2 606 ) (1 532 )
Currency exchange gain (loss) (779 ) 1 144
Profit (loss) before tax (117 495 ) (131 532 )
Income tax (expense) 7 26 724 16 185
Profit (loss) for the period (90 772 ) (115 347 )
Other comprehensive income, items that will not be reclassified to profit or loss
Currency translation adjustments (26 532 ) 38 049
Other comprehensive income (loss) for the period (26 532 ) 38 049
Total comprehensive income (loss) for the period (117 304 ) (77 298 )
Earnings (loss) per share
Basic earnings per average share (3.04 ) (6.35 )
Diluted earnings per average share (3.04 ) (6.35 )
* Comparative figures have been restated. See note 24 for change in presentation currency.
21
Consolidated statement of financial position
NOK thousands Note 31.12.2025 31.12.2024* 01.01.2024*
Assets
Non-current assets
Goodwill 178 180 - -
Multi-client library 9 162 135 249 975 316 335
Other intangible assets 10 88 077 -
Deferred tax asset 7 5 856
Machinery and plant 2 701 -
Right of use asset 2 584 -
Investments 11 26 135 48 873 66 867
Financial assets - 14 747 20 654
Total non-current assets 465 667 313 595 403 857
Current assets
Inventories 13 19 702 -
Trade receivables 12 19 510 - 9 117
Other current assets 19 178 871 12 879
Bank deposits, cash in hand 15 199 406 11 959 20 746
Total current assets 257 796 12 830 42 742
Total assets 723 463 326 425 446 599
NOK thousands Note 31.12.2025 31.12.2024* 01.01.2024*
Equity and Liabilities
Equity
Share capital and other paid in capital 1 143 156 677 727 682 797
Own shares (9 035 ) (18 907 ) (19 148)
Other reserves (487 181 ) (390 137 ) (275 687)
Other reserves - CTA 11 517 38 049 -
Total equity 658 457 306 732 387 961
Non-current liabilities
Interest bearing debt 16 17 013 - -
Lease liability 16 2 176 - -
Total non-current liabilities 19 190 - -
Current liabilities
Interest bearing debt current 16 4 861 - -
Trade payables 19 406 364 5 546
Taxes payables 10 881 8 802 23 222
Other current liabilities 17 10 668 10 527 29 870
Total current liabilities 45 816 19 693 58 638
Total liabilities 65 006 19 693 58 638
Total equity and liabilities 723 463 326 425 446 599
* Comparative figures have been restated. See note 24 for change in presentation currency.
22
The Board of Directors and CEO of Fjord Defence Group ASA
Oslo, 25 February 2026
Nina Skage
Ketil Skorstad
Torstein Sanness
Chair
Director
Director
Jon Asbjørn Bø
CEO
23
Consolidated statement of changes in equity
**In relation to the acquisition of Fjord Defence AS and Scanfiber Composites A/S the company raised
funds through multiple shares issues and a subsequent offering for the financing of the cash portion of the
consideration, resulting in an increase in share capital of NOK 173 250 thousand and an increase in
additional paid-in capital of NOK 56 750 thousand.
***As part of the acquisition of Fjord Defence, the company issued 175,187,968 consideration shares, each
with a subscription price of 1.42 NOK and par value of 0.7 NOK, resulting in an increase in share capital
NOK 122 632 thousand and an increase in additional paid-in capital of NOK 126 144 thousand.
NOK thousands
Share
capital
Additional
paid-in capital
Own
shares
Accumulated
earnings
Share based
program
Other compre-
hensive income
Total equity
Balance as of 01.01.2025 234 691 443 036 (18 907 ) (393 749 ) 3 611 38 049 306 732
Profit (loss) for the period (90 772 ) (90 772 )
Other comprehensive income (loss) (26 532 ) (26 532 )
Write down of nominal value, including
own shares (70 407 ) 70 407 5 672 (5 672 ) -
Issue of ordinary shares (cash
consideration) ** 173 250 56 750 230 000
Issue of ordinary shares (consideration
shares) *** 122 632 126 144 248 775
Transaction costs related to share
issuance (13 347 ) (13 347 )
Sale own shares 4 200 (600 ) 3 600
Balance as of 31.12.2025 460 165 682 991 (9 035 ) (490 792 ) 3 611 11 517 658 457
NOK thousands
Share
capital
Additional
paid-in capital
Own
shares
Accumulated
earnings
Share based
program
Other compre-
hensive income
Total equity
Balance as of 01.01.2024 239 760 443 036 (19 148 ) (279 298 ) 3 611 - 387 961
Profit (loss) for the period (115 347 ) (115 347 )
Other comprehensive income (loss) 38 049 38 049
Purchase own shares (4 828 ) 897 (3 931 )
Delete own shares (5 069 ) 5 069
Balance as of 31.12.2024* 234 691 443 036 (18 907 ) (393 749 ) 3 611 38 049 306 732
* Comparative figures have been restated. See note 24 for change in presentation currency.
24
Consolidated statement of cash flow
NOK thousands 2025 2024*
Cash flow from operating activities
Profit (loss) before tax (117 495 ) (131 532 )
Taxes refund (paid) (1 867 ) 1
Depreciation, amortisation and net impairment 78 005 97 295
Depreciation of leasing assets 258 (1 772 )
Changes in fair value of investments 18 230 20 188
Changes in other gains (losses) (2 247 ) 8 284
Other working capital changes (18 819 ) (2 019 )
Net cash from operating activities (43 935 ) (9 554 )
Cash flow from investing activities
Disposal of property, plant and equipment 16 805 -
Cash paid from investment in Fjord Defence AS (21 411 ) -
Cash received/paid from other investments 4 508 5 499
Net cash flow from investing activities (98 ) 5 499
Cash flow from financing activities
Proceeds from interest bearing debt 25 000 -
Repayment of interest bearing debt (2 500 ) -
Net proceeds from new equity 230 000 -
Cost of new shares issued (13 347 ) -
Investment / sale own shares 3 600 (4 195 )
Loan in Fjord Defence AS - cash settlement (9 000 ) -
Payment of principle portion of lease liability (215 ) -
Interest paid (1 335 ) (2 924 )
Interest paid on lease liability (98 ) -
Other finance cost (626 ) -
Net cash flow from financing activities 231 479 (7 118 )
Net change in cash and cash equivalents 187 447 (11 174 )
Cash and cash equivalents balance 01.01 11 959 23 133
Cash and cash equivalents balance 31.12 199 406 11 959
* Comparative figures have been restated. See note 24 for change in presentation currency.
25
Notes to the financial statements
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
59
60
61
Financial statement Fjord Defence Group ASA
Statement of comprehensive income
NOK thousands Note 2025 2024*
Revenue 2 616 -
Other gains (losses) 1 2 247 (7 871)
Cost of sales - 111
Personnel expenses 2 (6 662) (11 612)
Other operating expenses 2 (33 340) (7 601)
Write-down intercompany receivable (37 704) (64 471)
Operating profit (loss) (EBIT) (72 843) (91 444)
Financial income 2 438 274
Financial expenses (1 507) (21 515)
Currency exchange gain (loss) 3 898 (3 335)
Profit (loss) before tax (68 014) (116 019)
Income tax (expense) 4 25 000 1
Profit (loss) for the period (43 014) (116 018)
Other comprehensive income, items that will not be reclassified to profit or loss
Currency translation adjustments (33 139) -
Other comprehensive income (loss) for the period (33 139) -
Total comprehensive income (loss) for the period (76 153) (116 018)
* Comparative figures have been restated. See note 24 in Group for change in presentation currency.
62
Statement of financial position
NOK thousands Note 31.12.2025 31.12.2024* 01.01.2024*
Assets
Non-current assets
Deferred tax asset 25 000 - -
Investment in subsidiaries 5 474 488 225 154 330 690
Financial assets - 14 747 20 654
Total non-current assets 499 488 239 901 351 344
Current assets
Receivables from group companies 9 35 002 64 367 123 486
Other current assets 5 753 1 115 1 006
Bank deposits, cash in hand 3 192 115 8 545 15 124
Total current assets 232 870 74 027 139 616
Total assets 732 358 313 928 490 960
NOK thousands Note 31.12.2025 31.12.2024* 01.01.2024*
Equity and Liabilities
Equity
Share capital and other paid in capital 1 143 156 677 727 682 797
Own shares (9 035) (18 907) (19 148)
Other reserves (432 174) (349 749) (272 845)
Total equity 701 947 309 071 390 804
Non-current liabilities
Interest bearing debt 6 17 013 - -
Total non-current liabilities 17 013 - -
Current liabilities
Interest bearing debt current 6 4 861 - -
Trade payables 7 203 205 485
Liabilities to group companies 9 20 183 98 297
Other current liabilities 1 313 4 469 1 373
Total current liabilities 13 397 4 857 100 156
Total liabilities 30 411 4 857 100 156
Total equity and liabilities 732 358 313 928 490 960
* Comparative figures have been restated. See note 24 in Group for change in presentation currency.
63
Oslo, 25 February 2026
The Board of Directors and CEO of Fjord Defence Group ASA
Nina Skage
Ketil Skorstad
Torstein Sanness
Chair
Director
Director
Jon Asbjørn Bø
CEO
64
Statement of changes in equity
**In relation to the acquisition of Fjord Defence AS and Scanfiber Composites A/S the company raised
funds through multiple shares issues and a subsequent offering for the financing of the cash portion of the
consideration, resulting in an increase in share capital of NOK 173 250 thousand and an increase in
additional paid-in capital of NOK 56 750 thousand.
***As part of the acquisition of Fjord Defence, the company issued 175,187,968 consideration shares, each
with a subscription price of 1.42 NOK and par value of 0.7 NOK, resulting in an increase in share capital
NOK 122 632 thousand and an increase in additional paid-in capital of NOK 126 144 thousand.
NOK thousands
Share
capital
Additional
paid-in capital
Own
shares
Accumulated
earnings
Share based
program
Other compre-
hensive income
Total equity
Balance as of 01.01.2025 234 691 443 036 (18 907) (391 578) 3 611 38 217 309 071
Profit (loss) for the period (43 014) (43 014)
Other comprehensive income (loss) (33 139) (33 139)
Write down of nominal value, including
own shares (70 407) 70 407 5 672 (5 672) -
Issue of ordinary shares (cash
consideration) 173 250 56 750 230 000
Issue of ordinary shares (consideration
shares) 122 632 126 144 248 775
Transaction costs related to share
issuance (13 347) (13 347)
Sale own shares 4 200 (600) 3 600
Balance as of 31.12.2025 460 165 682 991 (9 035) (440 864) 3 611 5 078 701 947
NOK thousands
Share
capital
Additional
paid-in capital
Own
shares
Accumulated
earnings
Share based
program
Other compre-
hensive income
Total equity
Balance as of 01.01.2024 239 760 443 036 (19 148) (276 456) 3 611 - 390 804
Profit (loss) for the period (116 018) 38 217 (77 801)
Other comprehensive income (loss) -
Purchase own shares (4 828) 897 (3 931)
Delete own shares (5 069) 5 069 -
Balance as of 31.12.2024* 234 691 443 036 (18 907) (391 578) 3 611 38 217 309 071
* Comparative figures have been restated. See note 24 in Group for change in presentation currency.
65
Statement of cash flow
NOK thousands 2025 2024*
Cash flow from operating activities
Profit (loss) before tax (68 014) (116 019)
Taxes refund (paid) - 1
Write-down shares in subsidiaries - 134 935
Changes in other gains (losses) (2 247) 7 871
Other working capital changes 20 824 (29 435)
Net cash from operating activities (49 437) (2 648)
Cash flow from investing activities
Disposal of property, plant and equipment 16 805 -
Cash paid from investment in Fjord Defence AS (30 025) -
Cash received/paid from other investments 4 100 -
Net cash flow from investing activities (9 120) -
Cash flow from financing activities
Proceeds from interest bearing debt 25 000 -
Repayment of interest bearing debt (2 500) -
Other finance cost (626) -
Net proceeds from new equity 230 000 -
Cost of new shares issued (13 347) -
Investment / sale own shares 3 600 (3 931)
Net cash flow from financing activities 242 127 (3 931)
Net change in cash and cash equivalents 183 571 (6 579)
Cash and cash equivalents balance 01.01 8 545 15 124
Cash and cash equivalents balance 31.12 192 115 8 545
* Comparative figures have been restated. See note 24 in Group for change in presentation currency.
66
Notes to the financial statements
Note 1 Other gains and losses
In March 2025 the company received settlement of its financial asset related to the sale of ocean bottom
node (OBN) equipment to TGS (via Magseis Fairfield), originally concluded in March 2022. As part of the
earnout structure agreed upon in the transaction, the company received the year-three floor payment of
USD 1.5 million, and which resulted in “Other gains” in the first quarter of USD 0.2 million. The “Other
losses” in 2024 is due to reduction in fair value of financial asset related to the earnout structure.
Note 2 Personnel and other operating expenses
Transaction costs are related to the acquisition of Fjord Defence AS, the uplisting to Oslo Børs, and
preparation of Prospectuses.
The Company has a defined contribution pension plan. The contribution plan is a retirement plan in which
the Company pays fixed contributions to a separate legal entity. The Company has no further payment
obligations once these contributions have been paid. Contributions are booked as cost on an ongoing
NOK thousands
Personnel and other operating expenses 2025 2024
Personnel expenses 6 662 11 612
Transaction costs 20 127 -
Other operating expenses 13 213 7 601
Total personnel and other operating expenses 40 002 19 213
Personnel expenses and board remunerations 2025 2024
Wages and salaries 4 880 6 757
Social Security costs 1 206 1 156
Pension costs 399 474
Other remuneration 98 3 237
Refund salary - (12)
Total personnel expenses 6 584 11 612
FTEs 2025 2024
Number of FTEs for the year ended 31 December 2.5 2.7
67
basis. The Company meets the requirements for occupational pension scheme under the Act on Obligatory
Occupational Pensions. The contribution pension scheme in Norway meets the legal requirements.
Key management is defined as group management, and the CEO Jon Asbjørn Bø is included from July 2025.
For detailed information of executive officers and board of Directors compensation, see note 6 Other
operating expenses in the consolidated financial statements and the remuneration report 2025.
See note 21 in the consolidated financial statements for shares held by the executive officers and Board of
Directors.
Note 3 Cash and cash equivalents
The table below sets out the Company’s cash and cash equivalents.
Key management personnel compensation
NOK thousands 2025 2024
Base salary 3 000 2 734
Board remuneration 1 040 1 040
Pension 314 233
Other Benefits 69 43
Number of options held - -
NOK thousands
31.12.2025 31.12.2024
Bank deposits (NOK) 182 549 6 054
Bank deposits (currency) 9 260 2 100
Restricted bank deposits 306 391
Total bank deposits 192 115 8 545
NOK thousands
Expensed audit fee (excluding VAT) 2025 2024
Statutory audit 1 720 859
Other attestation services 90 54
Other advisory services 1 429 -
Total auditors fee 3 239 913
68
Restricted bank deposits relate to employee withholding tax. These deposits are subject to regulatory
restrictions and are therefore not available for general use by the entities within the Company. The account
is used to settle employee withholding tax.
Note 4 Tax
NOK thousands 2025 2024
Specification of tax expense (income) for the year
Withholding tax and corporate tax abroad - (1)
Change deferred taxes (25 000)
Total tax expense (income) (25 000) (1)
Reconciliation of actual against expected tax expense (income) at the income tax rate of
22%
Profit (loss) before tax (68 014) (116 019)
22% tax (14 963) (25 524)
Tax effect from:
Withholding tax abroad - (1)
Permanent differences (2 926) 4 995
Not booked deferred tax assets (6 824) 19 021
Currency effect (286) 1 508
Calculated tax expense (income) (25 000) (1)
Effective tax rate for the Company 0.0 0.0
NOK thousands 31.12.2025 31.12.2024
Temporary differences
Non current assets (25 225) (31 531)
Accruals (105 812) (68 108)
Gain/loss account (6 985) (8 731)
Accumulated loss carried forward (201 553) (148 587)
Temporary differences at 31.12. (339 575) (256 957)
Deferred tax assets (liabilities) (74 706) (56 531)
69
Note 5 Subsidiaries and associated companies
Fjord Defence Group ASA owns shares in the following legal entities as of 31 December 2025
* Axxis Geo Solutions Egypt LLC is owned by Axxis Production AS 99% and Fjord Defence Group ASA by 1%
of the shares.
The Company holds 100 percent of all shares (except Axxis Geo Solution Egypt LLC as mentioned above)
and all voting rights for its subsidiaries.
In 2024 the Group recognised an impairment of NOK 21.5 million related to shares in subsidiaries. This is
recognised within financial expenses in 2024.
Note 6 Interest bearing liabilities
For further information about the borrowing facilities, see note 16 Borrowings and other liabilities in the
consolidated financial statements.
NOK thousands
Subsidiary of Fjord Defence Group ASA:
Date of
acquisition Jurisdiction Total Equity
Net Income/
(loss)
Carrying
value
Neptune Seismic AS 2017 Norway (268) 1 -
Axxis Geo Solution Inc. 2017 USA 20 (70) -
Axxis Multi Client AS 2018 Norway 103 050 (26 762) 184 513
Axxis Production AS 2019 Norway (80 110) 4 147 -
Aquila Holdings Investment AS 2019 Norway 26 639 (18 280) 11 097
Axxis Geo Solutions Egypt LLC* 2019 Egypt (46 760) (28 991) -
Fjord Defence AS 2025 Norway 20 685 13 303 278 878
Fjord Defence Inc. 2025 USA (6 621) (2 108) -
Total 16 634 (58 761) 474 488
70
As of 31 December 2025, Fjord Defence Group ASA had the following debt and financial obligations in
accordance with the Senior Facilities Agreement, and as detailed in the tables below.
The table below sets out the payment profile for the Group’s leasing and borrowing.
The Company’s bank facilities have the following key terms:
Overview of borrowings and other interest bearing liabilities
NOK thousands 31.12.2025 31.12.2024
Non-current
Nordea - Term loan 17 013 -
Total non-current 17 013 -
Current
Nordea - Term loan 4 861 -
Total current 4 861 -
NOK thousands Within 1 year 1-5 years Total
Loan liabilities 5 000 17 500 22 500
Interest liabilities 1 506 3 472 4 978
Total 6 506 20 972 27 478
Facility Amount (NOK) Interest Rate Maturity Date
Facility A (Term loan) 25 000 000 NIBOR + 3.00% (adjustable) 5 years after first draw
Facility B (M&A Facility) 30 000 000 NIBOR + 3.25% (adjustable) 5 years after first draw
Overdraft Facility 20 000 000 Agreed separately Short-term facility
Seasonal Facility 10 000 000 Agreed separately Short-term facility
71
Note 7 Categories of financial instruments
The Company’s principles for recognition and measurement are identical to the policies for the Group. See
note 14 for further information.
The table below sets out the Company’s financial assets and financial liabilities as of 31 December 2025
and 2024 excluding related party transactions:
Note 8 Financial risk management
The Company is exposed to financial risks, including market risk, currency risk, interest rate risk, liquidity,
and credit risk. This Company’s policies and procedures towards these risks are coinciding with the Group.
See note 18 in the consolidated financial statements.
Liquidity risk
Liquidity risk arises from lack of correlation between cash flow from operations and financial
commitments. Per the balance sheet date, The Company held current assets of NOK 232 870 thousand, of
which cash and cash equivalents represented NOK 192 115 thousand and other current assets represent
NOK 5 753 thousand. In addition, the Company’s investment in subsidiaries represent NOK 474 488
thousand. In comparison, current liabilities amounted to NOK 17 013 thousand. The table below provides
an overview of the maturity profile of all financial liabilities excluding intercompany receivables and
liabilities
NOK thousands
ASSETS
31.12.2025 31.12.2024
Financial assets at amortised cost
Bank deposits, cash in hand 192 115 8 545
Other current receivables 5 168 1 115
Financial assets at fair value through profit and loss
Interest rate swaps 207 -
Forward foreign exchange contract 377 -
Financial assets - 14 747
Total financial assets 197 868 24 406
LIABILITIES
31.12.2025 31.12.2024
Financial liabilities at amortised cost
Bank borrowings 21 874 -
Trade payables 7 203 205
Other current liabilities 1 313 4 469
Total financial liabilities 30 391 4 674
72
Currency risk
Substantial portions of the Company’s costs are in NOK as the Company pays taxes in NOK to the
Norwegian Tax Authorities, salaries to employees and dividends to shareholders in NOK, fluctuations
between the NOK and USD mainly impact currency exchange translations in other comprehensive income.
From 1 January 2026 the Company has decided to change its functional currency to NOK. See note 18 in
the consolidated financial statements for further information about the Company’s underlying exposure to
currency risk.
Note 9 Related parties
The table below sets out the Company’s related party transactions and balances as of and for the year
ended 31 December 2025 and 2024.
The write down of intercompany receivables in 2025 and 2024 was due to impairment of the intercompany
receivable in Axxis Production AS.
NOK thousands
Profit or loss items
Line item Counterpart Relationship 2025 2024
Consultancy fee Other operating expenses Lighthouse Reef AS Owner 895 715
Interest income intercompany loan Financial income Fjord Defence AS Subsidiary 225 -
Total 1 120 715
NOK thousands
Financial position items
Line item Counterpart Relationship 31.12.2025 31.12.2024
Current receivables group companies
Receivables from group companies
Axxis Production AS Subsidiary 20 489 59 637
Current receivables group companies
Receivables from group companies
Fjord Defense AS Subsidiary 9 227 -
Current receivables group companies
Receivables from group companies
Axxis Geo Solutions Egypt LLC Subsidiary 5 038 4 485
Current receivables group companies
Receivables from group companies
Neptune Seismic AS Subsidiary 248 245
Total receivables group companies 35 002 64 367
31.12.2025 31.12.2024
Current liabilities group companies Liabilities to group companies Axxis Multi Client AS Subsidiary - 64
Current liabilities group companies Liabilities to group companies Axxis Geo Solutions Inc. Subsidiary 20 119
Total liabilites group companies 20 183
2025
NOK thousands Within 1 year 1-5 years
Total
Trade payables 7 203 -
7 203
Other current liabilities 1 313 -
1 313
Loan liabilities 5 000 17 500
22 500
Interest liabilities 1 428 2 780
4 208
Total 14 944 20 280 35 224
Remaining Term
73
Note 10 Events after the balance sheet date
See note 27 Events after the balance sheet date in the consolidated financial statements. The Company
has no material events after the balance sheet date apart from those mentioned in the consolidated
financial statements.
74
Auditors report
75
76
77
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