ANNUAL REPORT
2025
Company 3
About Capsol Technologies 3
Key Figures 5
CEO Comment 6
Technology and Solutions 8
Key Projects 10
Management 13
Board of Directors' Report 14
Governance 19
Financial Statements 25
Consolidated Financial Statements 2025 26
Parent Financial Statements 2025 53
Responsibility Statement 70
Auditors Report 71
Contents
Board of Directors' Report
Financial Statements
Contents
Corporate Governance
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
3
Company
About Capsol
Technologies
Norway (HQ)
Germany
USA
CapsolGo
® and licenses
Studies and project leads
Sweden
About Company
Capsol Technologies ASA (“Capsol” or the “Company”) is a carbon capture technology
provider with a goal of accelerating the world’s transition to a net zero future. The technology
combines inherent heat recovery and generation in a stand-alone unit based on a proven and
safe solvent. Capsol’s technology is licensed either directly to customers or through industrial
partners globally. The Company focuses on Europe and the United States. In Europe, cement,
biomass and energy-from-waste are key segments, with strong commercial momentum in
cement. In the United States, rising power demand is creating attractive opportunities for
Capsol’s gas turbine solution, where the Company is developing a first-of-a-kind project with a
utility.
Capsol’s strategy is built on delivering its cost-efficient carbon capture technology through a
scalable, high-margin licensing model, targeting long-term growth and value creation through
expansion across products, industries, and markets. The Company is targeting licensing
revenue of EUR 10–15 per tonnes installed capacity, reflecting preliminary licensing
agreements. Capsol reinvests its revenues to establish a leading market position, with a
long-term pre-tax margin ambition of 40–60%. Capsol Technologies is listed on Euronext Oslo
Børs (ticker: CAPSL).
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• Strengthening position as a preferred carbon capture technology,
for cement, BECCS, energy-from-waste and gas power applications.
• Capsol Technologies’ mature project pipeline expanded to 22 million
tonnes of annual CO₂ capture capacity, reflecting strong global demand
for low-cost carbon capture.
• Majority of projects targeting FID in 2026–2030, supporting strong
commercial momentum.
• 20–60% lower levelized capture cost than amine-based solutions,
enabled by superior energy efficiency and lower process complexity, based
on client studies and publicly available data.
• Munters AB made its second investment of EUR 2 million in Capsol
Technologies in September 2025, further strengthening the Company’s
industrial shareholder base and validating its technology within
energy-intensive sectors.
Main highlights
• Progressing first large-scale BECCS project with Stockholm Exergi
which took FID in 2025, and revenue recognized in 2024, validating
Capsol’s technology at commercial scale.
• Breakthrough year in the cement sector, completing the first
CapsolGo® demonstration campaigns with Holcim and SCHWENK, and
announcing a new campaign with Dyckerhoff.
• Entered agreement granting exclusivity to develop a brownfield U.S.
gas turbine carbon capture project, advancing commercialization of
CapsolGT®, with the first phase covering one gas turbine unit.
• Strengthened innovation and R&D with a new laboratory in Stavanger,
enhancing solution performance and scalability.
• Building execution capability with strengthened partnerships across
the CCUS value chain, positioning Capsol as a long-term technology
partner for emitters.
• Majority of projects targeting FID in 2026–2030, supporting strong
commercial momentum.
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Company
About Company
Key Figures
2023
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CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Company
Key Figures
Our mission remains clear: to accelerate the transition to a
net-zero future by making carbon capture more
energy-efficient, cost-competitive and accessible for
hard-to-abate industries. As carbon capture becomes a
critical enabler of industrial decarbonization, demand for
scalable and economically viable solutions is rapidly
increasing.
2025 was a defining year for Capsol Technologies. We made important
progress in moving from technology validation toward execution and
scaling, while continuing to strengthen our commercial platform and
partnerships.
During the year, we saw continuing traction for Capsol's solution, despite
slower decision making by customers having to balance a greater number
of priorities and economic uncertainty. Our key customers are still
committed to decarbonization as they require it to reduce business risk
and stay competitive longer-term. This involves meeting policy
requirements and managing stakeholder expectations.
One of the most important milestones in 2025 was the final investment
decision (FID) for the Stockholm Exergi BECCS project. The FID is one of
four major post-combustion carbon capture investment decisions globally
in 2025. The project represents a key industry milestone as the first
large-scale project of its kind to select a non-amine solution, choosing
Capsol’s HPC technology. Capsol is at the forefront of next-generation
carbon capture solutions, offering lower cost, improved safety and greater
operational flexibility, including the ability to deliver heat or energy.
This milestone provides a strong reference for our technology platform
and demonstrates its ability to support large-scale industrial
decarbonization.
Throughout the year we continued to expand and mature our project
pipeline and we are currently on our tenth CapsolGo® campaign.
Customer engagement remained strong across several sectors,
particularly in cement, biomass, energy-from-waste (EfW) and emerging
opportunities in gas turbine applications. The pipeline reached more than
22 million tonnes of potential annual CO₂ capture capacity, reflecting
growing interest from industrial customers seeking cost-efficient
decarbonization solutions. Building on strong commercial momentum, we
partnered with Everllence and strengthened our collaboration with Munters
following their second investment in Capsol. We also continued to broaden
the market opportunities for our technology. During the year we secured
our first engineering study in the lime industry, opening a new industrial
segment for future growth.
Scaling carbon capture
from validation to execution
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CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Company
CEO Comment
In this context, our CapsolGT® technology can enable
dispatchable power with significantly reduced emissions while
generating additional electricity.
Partnerships remain central to our strategy. In 2025 we further
strengthened our collaboration with key partnerships, such as with
major turbomachinery equipment and execution providers across the
carbon capture value chain. These partnerships enhance our ability to
support customers through project development, engineering and
eventual deployment, while enabling Capsol to scale efficiently with a
capital-light business model.
From an organizational perspective, we continued to strengthen the
Company’s capabilities to support our next phase of growth.
We established a new laboratory in Stavanger as the core of our R&D
activities, and strengthened the leadership team with
Bjørn Kristian Røed joining as CFO, further elevating the finance
function. We expanded our commercial activities, deepened our
engineering expertise and enhanced our strategic capabilities to
position Capsol for future scaling.
Wendy Lam, CEO of
Capsol Technologies ASA
At the same time, we progressed
opportunities in the United States related to
low-carbon gas power generation, where
rising power demand driven in part by
the rapid growth of data centers is creating
a strong need for reliable, low-emission
power solutions.
Financially, 2025 reflected our continued investments in
commercialization and technology development. As a technology
company in a scaling phase, we prioritize building a strong project
pipeline and supporting customers through the early stages of
project development. This approach positions the Company to
benefit from future licensing revenues and long-term service
opportunities as projects move toward construction and operation.
Looking ahead, Capsol is positioned to win in the industry with a
carbon capture solution that is meeting customer needs with reduced
capture cost and generating additional value by producing more
power and heat.
Our ambitions and standing in the industry are growing to establish
Capsol as a leading provider of carbon capture technology for large
industrial emitters. By combining energy-efficient technology with a
scalable licensing model, we aim to enable cost-competitive
decarbonization while creating long-term value for our customers,
partners and shareholders.
I would like to thank our employees for their outstanding dedication
and commitment, our partners for deepening our collaboration, and
our shareholders for their continued support.
Together, we are innovating and redefining large-scale industrial
decarbonization for the future.
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CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Company
CEO Comment
CapsolGo®
Accelerating investment decisions
CapsolGo® is a mobile carbon capture demonstration unit that allows emitters to test Capsol’s
technology on-site before committing to full-scale implementation. The all-inclusive package
covers transport, installation, operation and reporting, providing customers with valuable
real-world performance data on their specific flue gas composition including liquefaction.
By demonstrating capture effectiveness and solvent performance, CapsolGo® helps emitters
de-risk their investment decisions and build internal and external stakeholder confidence in
carbon capture. It also supports funding applications by providing independent third-party
validation.
Key advantages:
• Capture capacity: up to 700 tonnes of CO₂ per year
• Third-party validation: independent testing strengthens financial and regulatory cases
• Supports multiple industries: suitable for cement, biomass, energy-from-waste (EfW),
power generation and heavy industry
CapsolGo® can accelerate adoption of Capsol's solution, enabling emitters to validate the
technology, train personnel and streamline the path to Final Investment Decision (FID).
Efficient, scalable
carbon capture
Capsol Technologies provides carbon capture solutions at lower cost while generating additional
value for our customers. The Company's post combustion technology integrates heat recovery and
generation in a stand-alone unit, significantly reducing energy consumption compared to
traditional amine-based solutions. Capsol’s technology is built on Hot Potassium Carbonate (HPC),
a safe and environmentally friendly solvent with a long industrial track record, simplifying permitting and
reducing operational risks.
Capsol’s solutions achieve 90–95% CO₂ capture efficiency across a wide range of industries. The Company’s
portfolio includes CapsolGo®, CapsolEoP®, and CapsolGT®, covering
demonstration, large-scale end-of-pipe
capture and gas turbine applications. The technology is designed to be highly retrofittable, enabling large emitters
to integrate carbon capture into existing facilities with minimal modifications.
Capsol's solution can also be configured to generate additional heat in our CapsolEoP® solution or power from
our CapsolGT® solution. This additional value makes the case for carbon capture more attractive for our
customers.
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CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Company
Technology and Solutions
CapsolEoP®
Flexible, large-scale decarbonization
CapsolEoP® (end-of-pipe) is a full-scale, post-combustion carbon capture solution designed
for large industrial emitters across cement, biomass, EfW, power generation and process
industries. It is a stand-alone, end-of-pipe system that can be retrofitted to existing plants with
minimal operational impact.
By utilizing integrated heat recovery, CapsolEoP® reduces electricity consumption
compared to amine-based solutions. The system is highly adaptable, offering configurations
that can generate surplus heat output for district heating applications in bioenergy and
energy-from-waste plants.
Key advantages
• Broad industry applicability: handles flue gas CO₂ concentrations from 3% to 30%
• Industry-standard purity: delivers 99%+ CO₂ purity, meeting storage and utilization
requirements
• Energy-efficient operation: low energy demand (0.7–1.5 GJ/tonnes CO₂ captured)
CapsolEoP® builds on the commercially proven CapsolGo® technology, validated through more
than ten campaigns across different hard-to-abate sectors such as cement, biomass, and EfW,
positioning it as a preferred technology for cost-effective carbon capture.
CapsolGT®
Cost-competitive carbon capture for gas turbines
CapsolGT® is an energy-efficient carbon capture solution for gas turbines, designed to
produce more power while capturing CO
2
. By utilizing waste heat from the turbine exhaust,
CapsolGT® generates its own process energy, making it a cost-competitive option
for low-carbon gas power generation.
This stand-alone solution is optimized for simple cycle gas turbines but is also applicable to
gas engines, diesel generators and other industrial facilities with high-temperature exhaust
streams. Unlike amine-based methods, CapsolGT® reduces complexity while generating low
carbon energy.
Key advantages:
• Surplus electricity generation: produces additional power while capturing CO₂
• A plant can include multiple gas turbines and CapsolGT® trains. Each train can have up to 100
MW, enabling a total low-carbon power island output of ~500 MW depending on the number
of trains installed
• Industry collaborations: developed with leading turbine manufacturers
CapsolGT® enables a lower LCOE, providing a scalable and flexible pathway to meet emissions
reduction targets.
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CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Company
Technology and Solutions
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Breakthrough year in cement
2025 marked a breakthrough year for Capsol Technologies in the cement sector, with the Company
completing its first CapsolGo® demonstration campaigns with leading European cement producers. The
campaigns represent an important milestone in validating Capsol’s carbon capture technology for one of the
world’s most challenging industrial sectors to decarbonize. Today, cement represents the largest sector within
Capsol’s mature project pipeline, reflecting strong industry demand for scalable carbon capture solutions.
Capsol conducted a CapsolGo® campaign with Holcim at its Dotternhausen cement plant in Germany, testing
the CapsolEoP® carbon capture technology under real operating conditions. The campaign generated
operational data and insights to support Holcim’s evaluation of carbon capture as part of its pathway toward
low-carbon cement production. Following the learnings from the campaign, Holcim invested in Capsol
Technologies in January 2026, further strengthening the partnership.
Capsol also carried out CapsolGo® demonstration campaigns with SCHWENK, first at the Akmenės cement
plant in Lithuania, followed by a campaign at the Brocēni cement plant in Latvia. The campaigns supported
SCHWENK’s assessment of carbon capture solutions across its cement operations.
Before the end of 2025, Capsol also announced a six-month CapsolGo® demonstration campaign with
Dyckerhoff, scheduled to commence in Q1 2026, further expanding the Company’s engagement with leading
cement producers.
Together, the campaigns highlight the role of CapsolGo® as a fast and cost-efficient way for industrial emitters
to test carbon capture technologies at site, accelerating progress toward large-scale deployment in the
cement industry.
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Key Projects
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U.S. gas turbine project
In 2025, Capsol Technologies advanced its CapsolGT® carbon capture technology for gas-fired power
generation through the development of a project with a leading U.S. utility. In December 2025, Capsol signed
an agreement granting exclusivity to develop a brownfield gas turbine carbon capture project, marking an
important step toward the first commercial deployment of CapsolGT® in the North American utility market.
The project will evaluate the application of CapsolGT® on a simple-cycle gas turbine, targeting more than
95% CO₂ capture directly from the turbine exhaust while reusing waste heat to generate additional
electricity. The technology is designed to deliver low-carbon, dispatchable power without the need for
additional steam generation or combined-cycle upgrades.
Capsol is supporting project development together with Siemens Energy, Black & Veatch and investors,
with the aim of advancing the project toward final investment decision (FID). The agreement also includes an
evaluation of potential broader deployment of CapsolGT® across additional projects in the utility’s portfolio,
highlighting the significant opportunity for carbon capture on gas turbines in the United States power market.
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Key Projects
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Stockholm Exergi
In March 2025, Stockholm Exergi made a final investment decision (FID) to build the world’s first large-scale
bioenergy with carbon capture and storage (BECCS) project using Capsol’s carbon capture technology. The
milestone represents a major validation of Capsol’s technology and marks the transition of the project into
the construction phase.
The FID is one of four major post-combustion carbon capture investment decisions globally in 2025. The
project represents a key industry milestone as the first large-scale project of its kind to select a non-amine
solution, choosing Capsol’s HPC technology. Capsol is at the forefront of next-generation carbon capture
solutions, offering lower cost, improved safety and greater operational flexibility, including the ability to deliver
heat or energy.
The facility will be built at Stockholm Exergi’s Värtan biomass-fired combined heat and power plant in
Stockholm. Once operational, the project is expected to permanently remove around 800,000 tonnes of
CO₂ per year, creating large-scale negative emissions and setting a precedent for similar projects globally.
Operations are scheduled to begin in 2028.
The project is supported by strong commercial and policy backing, including funding from the EU Innovation
Fund, long-term carbon removal offtake agreements with Microsoft and Frontier, and government support
from the Swedish Energy Agency.
For Capsol Technologies, the FID represents an important commercial and technical validation of the
CapsolEoP® carbon capture technology. As the first large-scale project to reach investment decision using
Capsol’s solution, the project helps de-risk technology choices for future customers and demonstrates the
role of carbon capture in enabling scalable negative emissions from biomass and energy-from-waste
facilities.
Image courtesy: Stockholm Exergi by Urban Design.
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CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Company
Management
Wendy Lam
Chief Executive Officer
>20 years of global leadership experience from international companies such
as Baker Hughes, Rolls-Royce, and GE.
MBA, INSEAD; Mechanical & Industrial engineering degrees, University of Wa-
terloo and University of Toronto.
Johan Jungholm
Chief Business Development Officer
>10 years in executive business development and sales roles and 15 years
in energy sector. BA in Geology and Environmental Science, University of
Pennsylvania.
Cato Christiansen
Chief Technology Officer
>20 years of experience from Shell, Climit and the Norwegian Ministry of
Petroleum and Energy (Carbon Capture and Storage).
PhD in Mechanical Engineering, NTNU.
Bjørn Kristian Røed
Chief Financial Officer
>20 years of experience in leadership, strategy and capital markets.
Previous CFO at Havfram. Held senior positions at Odfjell SE. BA in Finance
from BI Norwegian Business School and Singapore Management University.
Philipp Staggat
Chief Product Officer
>10 years at Siemens Energy, including lead commissioning engineer and
project manager. BS Engineering, Berlin University of Applied Sciences;
MBA, London Business School.
Sam Thivolle
Chief Operations Officer
>20 years in the upstream oil & gas sector, and extensive experience in
CCUS. MBA, INSEAD; MS Petroleum Economics, IFP; ME Petroleum
Engineering, Texas A&M; MS Chemical Engineering, Chimie ParisTech.
Management
Board of Directors' Report
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Company
Board of Directors
Ellen Merete Hanetho
Board Member
Experience from Brussels Stock Exchange, Citibank, Goldman Sachs, Credo
Partners, Frigaardgruppen and Cercis. BSBA, Boston University; MBA, Solvay
University, executive training from INSEAD and Harvard Business School.
Monika Inde Zsak
Board Member
Extensive career within energy, renewables, sustainability. MS in industrial
engineering and finance from NTNU and University of New South Wales,
Australia (UNSW).
Wayne G. Thomson
Board Member
Extensive international career as a top executive within oil and gas,
former Chairman of Svante Inc. BS in Mechanical Engineering, University
of Manitoba.
John Arne Ulvan
Board Member
Extensive career as a top executive with strong results from national,
international and listed companies. MS in Chemistry/Chemical
Engineering, NTNU.
Chris Barkey
Chair of the Board
Former CTO Industrial Energy Technology of Baker Hughes, former Group
Director, Engineering & Technology for Rolls-Royce plc, and former CEO of the
Henry Royce Institute, the UK national institute for advanced material science.
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Business and strategy
Capsol Technologies ASA is a carbon capture technology
provider focused on accelerating industrial
decarbonization. The Company develops and licenses
proprietary post-combustion carbon capture technology
designed to reduce the cost and energy intensity of CO₂
capture for large industrial emitters. Capsol is headquar-
tered in Oslo, Norway, with presence in the global market
for carbon capture, focusing on Europe and USA.
Capsol’s technology platform combines inherent heat
recovery and power generation in a stand-alone capture
unit using a proven solvent system. The technology is
deployed through a capital-light business model based
primarily on licensing, engineering services and long-term
service revenues. Key target segments include cement,
biomass, energy-from-waste and gas turbine power
generation.
The Company’s strategy is to scale a technology platform
for carbon capture through industrial partnerships and
project development collaboration with customers. Capsol
aims to enable large-scale deployment of cost-competitive
carbon capture solutions in hard-to-abate sectors while
maintaining a capital-efficient operating model.
Capsol Technologies ASA is listed on Euronext Oslo Børs
under the ticker CAPSL.
Review of operations in 2025
Commercial progress: During 2025 Capsol continued to
transition from technology validation toward commercial
execution and scaling. Customer activity increased across
several sectors, and the Company continued to mature its
pipeline of carbon capture projects.
The Company reported a mature project pipeline of 22
million tonnes of potential annual CO₂ capture capacity,
reflecting strong demand from industrial customers and
growing interest in cost-competitive carbon capture
solutions.
The cement industry remained a core segment, where
Capsol strengthened its position as a preferred
technology provider.
Several projects progressed through feasibility studies
and early engineering phases, supporting the maturation
of the project pipeline.
During the year the Company also expanded its reach into
additional industrial sectors, including the lime and metals
industries, through new engineering studies and customer
engagements.
Project milestones: A major milestone during the year
was the final investment decision for the Stockholm
Exergi BECCS project. The project will use Capsol’s
carbon capture technology and represents one of the
world’s first large-scale bioenergy carbon capture and
storage (BECCS) facilities. The decision represents an
important commercial validation of the Company’s
technology platform and establishes a key reference
project for future deployments.
Capsol also advanced its position in the market for
low-carbon dispatchable power. Development progressed
toward the first commercial project using the CapsolGT®
technology for carbon capture integrated with gas turbine
power generation in the United States.
This segment reflects growing demand for dispatchable
low-carbon electricity solutions driven by rising power
demand and decarbonization targets.
Board of
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report
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Strategic partnerships: Capsol’s strategy includes
collaboration with industrial partners for equipment and
execution. During 2025 the Company expanded and
strengthened several strategic partnerships.
The partnership with Munters, a global provider of mass
transfer and humidity control solutions, progressed to a
deeper commercial collaboration and included an
additional investment by Munters in the Company.
The Company also expanded its partnership ecosystem
through collaborations with industrial technology
providers and infrastructure partners, including
compressor technology and CO₂ storage partners.
These partnerships are intended to strengthen Capsol’s
ability to deliver integrated carbon capture solutions and
accelerate project development for customers.
Financial review
Revenue and operating performance: Capsol
generated total operating revenue of NOK 70.7 million in
2025, compared with NOK 94.2 million in 2024. Revenue in
2024 included license fees related to the Stockholm
Exergi project, while no license fees were recognized in
2025. Revenue in 2025 primarily consisted of CapsolGo®
demonstration campaigns, engineering studies and
early-phase project development services related to the
Company’s carbon capture technology platform.
Cost of contract fulfillment amounted to NOK 32.0 million,
resulting in a gross profit of NOK 38.7 million, compared
with NOK 72.8 million in 2024. The gross profit in 2024 was
driven by license fees from Stockholm Exergi, which had
no cost of contract fulfillment.
Personnel expenses increased to NOK 64.5 million from
NOK 50.3 million in the prior year, reflecting continued
investments in organizational capabilities and commercial
development. Other operating expenses decreased to
NOK 26.2 million, compared with NOK 38.4 million in 2024,
as a result of cost discipline. Total operating expenses
amounted to NOK 122.7 million, compared with NOK 110.0
million in 2024.
EBITDA for the year was negative NOK 52.0 million,
compared with negative NOK 15.9 million in 2024. The
increase in operating loss reflects continued investments
in commercialization, business development and
technology development to support long-term growth.
Operating loss (EBIT) for the year was NOK –76.1 million,
compared with NOK –30.1 million in 2024. Total net loss for
the year was NOK – 80.5 million, compared with net loss of
NOK –32.8 million in 2024 for the Group.
The main features for the Group are broadly in line with
those of the parent company.
The parent company
reported a net result of NOK -88.1 million.
Financial position and liquidity: Capsol maintained a
disciplined approach to capital management during 2025
while continuing to invest in the commercialization and
scaling of its technology platform.
During the year, the Company secured a Green Loan
Facility with DNB, backed by the InvestEU program,
strengthening its financial flexibility and supporting the
continued development of its project pipeline.
In addition, the Company completed a capital increase
during the year, raising EUR 2 million from Munters AB. The
transaction strengthened the balance sheet and support
ongoing business development activities.
Per year-end, the Group had an equity position of NOK
65.5 million, an equity ratio of 43% and a cash position of
NOK 50.2 million.
The Board considers the Company’s financial position
to be adequate to support continued operations and the
execution of its commercial strategy.
Pipeline economics and future revenue potential:
Capsol’s project pipeline represents significant
potential long-term value creation. The mature project
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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pipeline ended 2025 at 22 million tonnes of carbon capture
capacity. Capsol's current business model targets 10-15
EUR in license fees per tonne of carbon capture capacity.
This implies a future revenue potential from the current
pipeline of approximately NOK 3.3 billion.
The Board emphasizes that realization of these revenues
depends on customer projects progressing toward final
investment decisions and ultimately reaching construction
and operation.
Research and development
Research and development remain central to Capsol’s
strategy. The Company continues to invest in improving
the performance and cost competitiveness of its carbon
capture technologies. Development activities during 2025
focused on optimization of the CapsolEoP® and
CapsolGT® technologies, process integration with
industrial facilities and modular plant design. The
Company also continued to develop digital tools and
operational services intended to support long-term
operation and optimization of installed carbon capture
plants.
The Board considers continued investment in technology
development essential to maintaining the Company’s
competitive position in the global carbon capture market.
Environmental, social and governance (ESG)
Environmental impact: Capsol’s core business
contributes directly to global climate warming mitigation by
enabling large industrial emitters to capture and
permanently store carbon dioxide emissions.
The Company’s technologies are designed to reduce the
energy consumption and cost associated with carbon
capture, thereby facilitating broader adoption of carbon
capture solutions across multiple industrial sectors.
The Company develops technology with limited impact on
climate, nature and the environment. Based on the
nature of its operations, no material negative
environmental impacts have been identified, and no
specific measures have been implemented or are planned
to mitigate such impacts.
Health, safety and environment: Capsol’s operations
emphasize safe and responsible engineering practices.
Health, safety and environmental considerations are
integrated into technology development and project
execution. The Company experienced low levels of sick
leave during the year, with no significant impact on
operations.
Employees and organization: Capsol operates in a
knowledge-intensive sector and depends on highly
qualified technical and commercial personnel. The
Company continued to develop its organizational
capabilities during 2025 to support project development,
engineering delivery and commercialization of its
technology platform. Capsol promotes a work
environment characterized by collaboration, professional
development and equal opportunities. The Board
considers employee health, safety and well-being to be
key priorities. The Company reported no work-related
injuries during the year.
Corporate governance: Capsol Technologies ASA is
committed to maintaining high standards of corporate
governance in accordance with Norwegian laws,
regulations and the Norwegian Code of Practice for
Corporate Governance.
The Board of Directors is responsible for overseeing
the Company’s strategy, financial performance and risk
management. The Board works closely with executive
management to ensure that the Company’s operations
are conducted in accordance with applicable regulatory
requirements and the interests of shareholders.
The Company maintains transparent communication with
shareholders through stock exchange announcements,
financial reports and investor presentations. The
Corporate Governance Report, which provides a more
detailed description of the Company’s governance
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Board of Directors' report
Oslo, April 21, 2026
The Board and CEO of Capsol Technologies ASA
Wendy Lam
Chief Executive Officer
Monika Inde Zsak
Member of the Board
Wayne Thomson
Member of the Board
Ellen Merethe Hanetho
Member of the Board
Chris Barkey
Chair of the Board
John Arne Ulvan
Member of the Board
Board of Directors
Company
Financial Statements
Contents
Corporate Governance
framework, is presented from page 19 of this annual report.
Risk management and internal control
: Capsol
operates in a rapidly evolving industry characterized by
technological innovation, regulatory developments and
large-scale industrial investment decisions.
The Company’s key risks include:
• Project development risk: revenue realization depends
on customer projects progressing toward final
investment decisions.
• Market risk: changes in regulatory frameworks,
carbon pricing and industrial decarbonization policies.
• Execution risk: potential delays or cost overruns in
project development and deployment.
• Financial risk: the need to maintain adequate liquidity
until larger licensing revenues are realized.
The Company maintains internal control procedures
designed to manage operational, financial and strategic
risks. The Board reviews risk management processes on a
regular basis.
The Company maintains directors’ and officers’ liability
insurance covering the members of the Board of Directors
and the Chief Executive Officer for potential liabilities
towards the company and third parties, including
customary coverage terms.
Going concern: The financial statements for 2025 have
Based on the Company’s financial position, available
liquidity and expected development of the project pipeline,
the Board considers the going concern assumption to be
appropriate.
Outlook: Global demand for carbon capture solutions is
expected to increase significantly as governments and
industries intensify efforts to achieve climate targets.
Hard-to-abate sectors such as cement, biomass energy
and power generation are expected to play a central role in
the deployment of carbon capture technologies.
Capsol enters the coming years with:
• a growing pipeline of carbon capture projects
• validated technology through large-scale reference
projects
• strengthened industrial partnerships expanding market
opportunities across several industrial sectors
A significant portion of the Company’s pipeline is
expected to reach potential final investment decisions
during 2026–2030, which could lead to substantial
licensing and service revenues if realized. The Board
believes Capsol is well positioned to capitalize on the
expanding global carbon capture market and to
continue executing its strategy of scaling a
technology-driven platform for industrial
decarbonization.
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
18
Board of Directors' report
Principles of accountability and transparency:
Capsol Technologies strives to uphold a high standard of
corporate governance to enhance stakeholder
confidence and drive long-term value creation. This
commitment includes clearly defining the roles and
responsibilities of shareholders, the Board of Directors,
and executive management, going beyond the
requirements set by legislation. Corporate governance at
Capsol Technologies is based on the Norwegian Code of
Practice for Corporate Governance (NUES), which is
publicly available at www.nues.no, and includes the
following principles:
• All shareholders shall be treated equally
• Capsol Technologies will maintain open, relevant, and
reliable communication with its stakeholders,
including shareholders, governmental bodies, and the
public regarding the Company’s activities
• The Board of Directors shall remain autonomous and
independent of the Company’s management
• The Company upholds independence and integrity in
all interactions between the company, Board members,
management, and shareholders.
Governance
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Corporate Governance
Governance
Financial Statements
Board of Directors' Report
CompanyContents
1. Implementation and
reporting on corporate
governance
Compliance, objective, and regulations
Capsol fosters a strong compliance culture, which is
essential to the Company’s daily operations including
maintaining the trust of stakeholders. The Board of
Directors has developed a Corporate Governance Policy
that outlines the framework of guidelines and principles
governing the interactions between shareholders, the
Board, and the Chief Executive Officer. The compliance
framework underpins all decision-making and is
fundamental to the integrity of the company’s business. It
establishes a foundation for sound corporate governance,
profitability, and long-term value creation for our
shareholders.
The policy outlines measures to ensure effective
management and control of the company’s activities. Its
primary objective is to establish systems for
communication, monitoring, and responsibility allocation,
as well as appropriate incentives that drive financial
performance, long-term success, and shareholder returns.
Strong control and governance procedures ensure equal
treatment of all shareholders, fostering trust. The Board
of Directors and executive management conduct annual
assessments of the company’s corporate governance
principles.
Capsol is listed on Euronext Oslo Børs (Oslo Stock
Exchange) and is subject to Norwegian laws, including
Section 2-9 of the Norwegian Accounting Act, which
mandates the annual disclosure of specific corporate
governance information. Additionally, Oslo Børs’
continuing obligations require listed companies to publish
an annual statement outlining their principles and practices
regarding corporate governance, addressing each section
of the most recent version of the corporate governance
code.
2. Business activity
The Board has defined clear objectives and strategies to
ensure sustainable long-term value creation for its
shareholders. The Company’s strategy, objectives, and
risk profile are reviewed annually, considering economic,
social, and environmental factors.
3. Annual general meeting
The Annual General Meeting (AGM) is Capsol
Technologies’ highest decision-making body. All
shareholders have the right to attend, speak, and vote, with
each share carrying one vote.
AGMs are normally held before May 30 and no later than
June 30, with the date included in the Company’s financial
calendar. The notice, agenda, supporting documents, and
proxy voting form are made available on the Company’s
website and via the Oslo Stock Exchange at least 21
days
in advance.
Shareholders unable to attend may vote by proxy. The
Board strives for broad shareholder participation,
facilitates voting by written or electronic means where
applicable and ensures separate voting on each Board
candidate. Shareholders may propose matters for the
AGM by submitting a request in writing within a reasonable
timeframe before the notice is issued.
The Chair of the Board and CEO attend the AGM unless
otherwise decided. The Company’s auditor also has the
right to be present. The notice and support information, as
well as a proxy voting form, will normally be made
available on the company’s website and a separate notice
to the Oslo Stock Exchange no later than 21 days prior to
the date of the General Meeting. The notice for the General
Meeting shall include necessary documents providing the
shareholders with sufficient detail for the shareholders to
assess all the topics to be considered, as well as all
relevant information regarding procedures of attendance
and voting.
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Corporate Governance
Governance
Financial Statements
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The Board of Directors has been granted authorizations
by the Annual General Meeting to issue new shares and to
acquire treasury shares, within the limits set by applicable
law and the resolutions adopted by the General Meeting.
4. Board of Directors
Independence
The composition of the Board shall ensure that the Board
can attend to the common interests of all shareholders and
meet Capsol's need for expertise, capacity, and diversity,
in addition to ensuring that it can act independently of any
special interests. Attention shall be paid to ensuring that
the Board can function effectively as a collegiate body.
The members of the Board shall be independent of the
Company’s executive personnel and material business
connections. In addition, at least two of the members of the
Board must be independent of the Company’s major
shareholder(s). For the purposes of this corporate
governance policy, a major shareholder shall mean a
shareholder that controls 10% or more 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 independent assessments of the
person in question. Board Members are elected by the
General Meeting for a term of two years unless otherwise
determined by the General Meeting.
5. The work of the
Board of Directors
The Board of Directors shall issue instructions for its own
work as well as for the CEO. The Board shall prepare an
annual plan for its work with special emphasis on goals,
strategy, and implementation. The Board’s primary
responsibility shall be (i) participating in the development
and approval of the Company’s strategy, (ii) performing
necessary monitoring functions, and (iii) acting as an
advisory body for the senior management team. Its duties
are not static, and the focus will depend on the Company’s
ongoing needs.
The Board is also responsible for ensuring that the
operation of the Company is in compliance with the
Company’s values and ethical guidelines.
The Chair of the Board shall be responsible for ensuring
that the Board’s work is performed in an effective and
correct manner.
The Board shall ensure that theCompany has good
management with clear internal distribution of
responsibilities and duties. A clear division of work has
been established between the Board and the senior
management team. The CEO is responsible for the senior
management team.
No members of the executive management team are
members of the Board.
Board of Director’s composition
Capsol’s Board of Directors brings together industry
expertise, financial acumen, and management experience.
All directors are independent of the Company’s executive
personnel and significant business relationships.
The Board of Directors at Capsol Technologies ASA
consists of five members, including two women and three
men, as of the end of 2025.
Capsol promotes a work environment characterized by
collaboration, professional development and equal
opportunities. The Board considers employee health,
safety and well-being to be key priorities.
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Financial Statements
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All members of the Board shall regularly receive
information about the Company’s operational and financial
development. The Company’s strategies shall regularly be
subject to review and evaluation by the Board.
The Company has established processes for risk
management and internal control, and works on an
ongoing basis to identify, assess and manage risks and to
ensure adequate internal control over financial reporting.
6. Board remuneration
The General Meeting shall annually determine the Board’s
remuneration.The proposition takes into account the
Board’s responsibility, expertise, commitment and the
complexity of the company’s activities. Board Members,
or their affiliated entities, may undertake assignments or
perform tasks for or on behalf of the Company only if such
assignments or tasks is defined in a separate agreement
with the Company, outlining the scope of work to be
performed and the agreed remuneration. All such
agreements including proposed scope and renumeration
are subject to Board Approval pursuant to procedures
established by the Board.
The Company’s financial statements shall provide
information regarding the board’s and related third party
remuneration. Information on the remuneration paid to
individual Board Members for 2025 can be found in 6.1
Corporate Governance. The current members are Jan
Kielland and Jon Erling Tenvik. No members of the
Nomination Committee are directors of the Board or
employed by the Company. Shareholders who wish to
contact the Nomination Committee can contact the
Company’s Investor Relations (IR) function as set out on its
website. The general meeting determines the
remuneration to the Nomination Committee.
The Nomination Committee shall prepare the election of
directors.
9. Information and
communication
—investor relations
The Board and the senior management team assign
considerable importance to give the shareholders relevant
and timely information about the company and its activity
areas.
Capsol's IR policy sets the basic principles for the
Company’s communication and dialogue with capital
markets participants. The IR policy shall help Capsol
build trust and stakeholder confidence by ensuring that
IR activities are conducted in compliance with prevailing
rules, regulations and best practices, including the latest
version of Oslo Børs’ Code of Practice for IR. Capsol shall
to the 2025 consolidated financial statement.
7. Remuneration of
executive management
Capsol has a designated remuneration committee that
annually evaluates the salary and other compensation
of the CEO and executive management on behalf of the
Board. Any fringe benefits shall be in line with market
practice and should not be substantial in relation to the
CEO’s basic salary. Capsol's remuneration policy was
approved at the AGM in 2025. The remuneration report
provides further information about salary and other
compensation to the CEO and senior management team
The salary level should not be of a size that could harm the
company’s reputation, or above the norm in comparable
companies. The salary level should, however, ensure that
the Company can attract and retain senior employees with
the desired expertise and experience.
Performance-related remuneration should be structured
to avoid incentivizing short-term actions that could harm
the company’s long-term interests.
8. Nomination committee
Capsol Technologies ASA has a Nomination Committee
consisting of minimum of two members who shall fulfill the
recommendations of the Norwegian Code of Practice for
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Corporate Governance
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Financial Statements
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CompanyContents
be perceived as an accessible, reliable, and professional
company by providing present and potential investors with
factual, relevant, timely and comprehensive information.
Communication with the stakeholders shall be based on
the principles of equal treatment and transparency in order
to build trust and stakeholder confidence.
Capsol’s IR activities shall assist capital markets
participants in obtaining an informed view of Capsol as
an investment case, including its financial situation and
prospects, to support a fair valuation of the Company’s
securities.
The Company has clear routines for who is allowed to
speak on behalf of the Company on different subjects, and
who is responsible for submitting information to the market
and the investor community.
Sensitive information shall be handled internally in a
manner that minimizes the risk of leaks. All contracts to
which the Company becomes a party shall contain
confidentiality clauses.
10. Take-overs
In a take-over process, the Board, and the senior
management team each have an individual responsibility
to ensure that the Company’s shareholders are treated
equally and that there are no unnecessary interruptions to
Any transaction that is in effect a disposal of the
Company’s activities should be decided by a
General Meeting.
11. Auditor
Capsol operates with a Risk and Audit Committee (“RAC”)
as a subcommittee of the Board of Directors. Its
primary role is to serve as a preparatory body for the
Board's supervisory function, particularly concerning
financial reporting and the effectiveness of the
Company's internal control system. The RAC is
responsible for overseeing financial processes, ensuring
compliance with internal control measures, and
maintaining continuous communication with the external
auditor.
Specifically, the RAC prepares the Board's oversight of
financial reporting, including the implementation of
accounting principles and policies. It supervises the
effectiveness of internal control and risk management
systems, ensuring compliance with established
measures. Additionally, the RAC maintains ongoing
contact with the external auditor regarding the annual
accounts and reviews the auditor’s additional report.
It also assesses and supervises the auditor's
independence, particularly regarding potential conflicts
of interest arising from non-audit services.
the Company’s business activities. The Board has a
particular responsibility in ensuring that the shareholders
have sufficient information and time to assess the offer.
In the event of a take-over process, the Board shall ensure
that:
a. the Board will not seek to hinder or obstruct any
takeover bid for the company’s operations or shares
unless there are particular reasons for doing so;
b. the Board shall not undertake any actions intended to
give shareholders or others an unreasonable advantage
at the expense of other shareholders or the Company;
c. the Board shall not institute measures with the
intention of protecting the personal interests of
its members at the expense of the interests of the
shareholders; and
d. the Board must be aware of the duty it has for ensuring
that the values and interests of the shareholders are
protected.
In the event of a take-over bid, the Board will, in addition to
complying with relevant legislation and regulations, seek
to comply with the recommendations in the Norwegian
Code of Practice for Corporate Governance. This includes
obtaining a valuation from an independent expert. On this
basis, the Board will make a recommendation as to
whether the shareholders should accept the bid.
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Corporate Governance
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Financial Statements
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Each year the auditor shall present to the Board a plan for the
implementation of the audit work and a written confirmation
that the auditor satisfies established requirements as to
independence and objectivity.
The auditor shall be present at board meetings where the
annual accounts are on the agenda. Whenever necessary, the
Board shall meet with the auditor to review the auditor’s view
on the company’s accounting principles, risk areas, internal
control routines, etc.
The auditor may not be used as a financial advisor unless the
Board decides otherwise, and then only provided that such
use of the auditor does not have the ability to affect or
question the auditors’ independence and objectiveness as
auditor for the company. Only the CEO shall have the
authority to enter into agreements in respect of such
counselling assignments.
At the Annual General Meeting the Board shall present a
review of the auditor’s compensation as paid for auditory work
required by law and remuneration associated with other
concrete assignments. In connection with the auditor’s
presentation to the Board of the annual work plan, the Board
should specifically consider if the auditor to a satisfactory
degree also carries out a control function. The remuneration
paid to the auditor in 2025 for both audit and other services is
presented in 2.4 in the consolidated company's audited
financial statements.
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Financial Statements
Consolidated Financial Statements 26
Consolidated statement of profit or loss 26
Consolidated statement of financial position 27
Consolidated statement of changes in equity 29
Consolidated statement of cash flows 30
Notes to Consolidated Financial Statements 31
1. General information and accounting policies 31
1.1 Corporate information 31
1.2 Basis of preparation 31
1.3 General account policies 31
1.4 Significant account judgments, estimates and assumptions 31
2. Operating segments and profit or loss items 32
2.1 Operating segments 32
2.2 Revenue recognition 32
2.3 Salary costs and benefits, remuneration to the CEO Board and Auditor 33
2.4 Other operating expenses 34
2.5 Government grants 34
2.6 Depreciation 35
2.7 Finance income and cost 35
2.8 Taxes 36
3. Non-financial assets 37
3.1 Intangible assets 37
3.2 Property, plant and equipment 38
3.3 Impairment of non-financial assets 38
3.4 Right of use assets and lease liabilities 39
Notes to Consolidated Financial Statements
4. Current assets and liabilities 40
4.1 Trade and other receivables 40
4.2 Contract assets and liabilities 40
4.3 Accounts payable 41
4.4 Other current liabilities 41
5. Financial instruments and equity 42
5.1 Overview of financial instruments 42
5.2 Financial risk management 43
5.3 Ageing analysis 44
5.4 Borrowings 45
5.5 Fair value measurement 46
5.6 Cash and cash equivalents 46
5.7 Share capital and shareholders information 47
5.8 Share-based payments 49
5.9 Earnings per share 49
6. Other disclosures 50
6.1 Remuneration to management and Board 50
6.2 Overview of Group 52
6.3 Related party transactions 52
6.4 Events after the reporting period 52
Parent Financial Statements 53
Auditors report 71
CAPSOL TEHCHNOLOGES ANNUAL REPORT 2025
Amounts in NOK 1 000 | Notes | 2025 | 2024 |
| Revenues | 2.1/2.2 | ||
Other operating income | - | ||
Total revenue and other operating income | |||
Cost to fulfill contracts | |||
| Personnel expenses | 2.3 | ||
| Other operating expenses | 2.4/2.5 | ||
Operating profit or loss before depreciation & amortization (EBITDA) | - | - | |
| Depreciation and amortization | 2.6 | ||
Operating profit or loss (EBIT) | - | - | |
Finance income | |||
Finance costs | |||
| Net financial items | 2.7 | - | - |
Profit (loss) before tax | - | - | |
| Income tax expense | 2.8 | ||
Profit (loss) for the period | - | - | |
| Profit (loss) for the year attributable to: | |||
Equity holders of the parent company | - | - | |
| Earnings per share: | |||
Basic earnings per share | - | - | |
Diluted earnings per share | - | - |
Amounts in NOK | 1 000 | Notes | 2025 | 2024 |
| Items that subsequently may be reclassified to profit or loss: | ||||
Currency translation difference, net of tax | ||||
Total items that may be reclassified to profit or loss | ||||
Total comprehensive profit (loss) for the period | - | - | ||
| Total comprehensive profit (loss) attributable to: | ||||
Equity holders of the parent company | - | - |
Consolidated statement of profit or loss
The accompanying notes are an integral part of the consolidated financial statements
Consolidated statement of comprehensive income
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Consolidated Financial Statements
Financial Statements
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Corporate Governance
Amounts in NOK 1000 | Notes | Dec 31, 2025 | Dec 31, 2024 |
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 3.1 | ||
| Deferred tax assets | 2.8 | - | - |
| Property, plant and equipment | 3.2/3.3 | ||
| Right-of-use assets | 3.4 | ||
Total non-current assets | |||
| Current assets | |||
| Trade receivables | 4.1 | ||
| Contract assets | 4.2 | ||
| Other receivables | 4.1 | ||
| Cash and cash equivalents | 5.6 | ||
Total current assets | |||
TOTAL ASSETS |
Consolidated statement of financial position
The accompanying notes are an integral part of the consolidated financial statements
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Consolidated Financial Statements
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Amounts in NOK | 1 000 | Notes | Dec 31, 2025 | Dec 31, 2024 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share capital | 5.7 | |||
Share premium | ||||
Other capital reserves | ||||
Other equity | - | - | ||
Total equity | ||||
| Non-current liabilities | ||||
| Non-current interest-bearing liabilities | 5.4 | |||
| Non-current lease liabilities | 3.4 | |||
Total non-current liabilities | ||||
| Current liabilities | ||||
| Current interest-bearing liabilities | 5.4 | |||
| Current lease liabilities | 3.4 | |||
| Accounts payable | 4.3 | |||
| Contract liabilities | 4.2 | |||
Public duties payable | ||||
| Other current liabilities | 4.4 | |||
Total current liabilities | ||||
Total liabilities | ||||
TOTAL EQUITY AND LIABILITIES |
The accompanying notes are an integral part of the consolidated financial statements
Consolidated statement of financial position
Oslo, April 21, 2026
The Board and CEO of Capsol Technologies ASA
Wendy Lam
Chief Executive Officer
Monika Inde Zsak
Member of the Board
Ellen Merethe Hanetho
Member of the Board
Chris Barkey
Chair of the Board
John Arne Ulvan
Member of the Board
Wayne Thomson
Member of the Board
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Consolidated Financial Statements
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Corporate Governance
Other equity
Amounts in NOK 1 000 | Share capital | Share premium | Other capital reserves | Cumulative translation differences | Retained earnings | Total equity |
Equity 31 December 2023 | - | - | ||||
Profit (loss) for the period | - | - | - | - | - | - |
Other comprehensive profit (loss) | ||||||
Total comprehensive profit (loss) | - | - | - | - | - | |
Capital increase February 16 | - | - | - | |||
Capital increase June 5 | - | - | - | |||
Execution of employee share options | ||||||
| Transaction cost share issues | ||||||
Share-based payments note 5.8 | - | - | - | - | ||
Equity as at 31 December 2024 | - | |||||
| Other equity | ||||||
Amounts in NOK 1 000 | Share capital | Share premium | Other capital reserves | Cumulative translation differences | Retained earnings | Total equity |
Equity as at 31 December 2024 | - | |||||
Profit (loss) for the period | - | - | ||||
Other comprehensive profit (loss) | ||||||
Total comprehensive profit (loss) | - | - | - | - | - | |
Capital increase September | - | - | - | |||
| Transaction cost share issues | ||||||
Share-based payments note 5.8 | - | - | - | - | ||
Equity as at 31 December 2025 | - |
Consolidated statement of changes in equity
The accompanying notes are an integral part of the consolidated financial statements
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Consolidated Financial Statements
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Corporate Governance
The accompanying notes are an integral part of the consolidated financial statements
Amounts in NOK 1 000 | Notes | 2025 | 2024 |
| Cash flows from operating activities | |||
Profit (loss) before tax | - | - | |
| Adjustments to reconcile profit before tax to net cash flows: | |||
| Net financial items | 2.7 | ||
| Depreciation, amortization and impairment | 2.6 | ||
| Share-based payment | 5.8 | ||
| Working capital adjustments: | |||
| Changes in trade and other receivables | 4.1 | - | |
| Changes in accounts payable | 4.3 | - | |
| Changes in other liabilities | 4.4 | ||
| Change in contract balances | 4.2 | - | - |
| Other items | |||
Tax paid | - | - | |
Net cash flows from operating activities | - | - | |
| Cash flows from investing activities | |||
| Development expenditures | 3.1 | - | - |
| Purchase of property, plant and equipment | 3.2 | - | - |
| Government grants received on investment activities | 2.5 | ||
Interest received | |||
Net cash flow from investing activities | - |
Amounts in NOK 1 000 | Notes | 2025 | 2024 |
| Cash flow from financing activities | |||
| Proceeds from issuance of equity | 5.7 | ||
| Proceeds of interest-bearing liabilities | 5.4 | - | |
Repayment of interest-bearing liabilities | - | - | |
| Payments for the principal portion of the lease liability | 3.4 | - | - |
Payments for the interest portion of lease liability | - | - | |
Interest paid | - | - | |
Net cash flows from financing activities | |||
Net increase/(decrease) in cash and cash equivalents | - | ||
Cash and cash equivalents beginning of the period | |||
Net foreign exchange difference | - | ||
Cash and cash equivalents end of the period |
Consolidated statement of cash flows
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Consolidated Financial Statements
Financial Statements
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Corporate Governance
1 General information and accounting policies
Notes to the consolidated financial statements
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Consolidated Financial Statements
Financial Statements
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Consolidated Financial Statements
ContentsCompany
Board of Directors' Report
Corporate Governance
Financial Statements
2 Operating segments and profit or loss items
2.2 Revenue recognition
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Salary costs | 2025 | 2024 |
| Amounts in NOK 1 000 | ||
Salaries | 53 842 | 39 496 |
Social security costs | 8 779 | 6 035 |
Pension costs | 4 247 | 2 871 |
Other employee expenses | 4 608 | 5 410 |
Share based compensation cost | 8 031 | 5 165 |
Tax refund (SkatteFUNN) | -3 213 | -1 612 |
Personnel cost reclassed as per project cost | -11 822 | -7 058 |
Total | 64 471 | 50 306 |
Number of full time equivalent employees of period | 39 | 34 |
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2025 | 2024 | |
Short term and low value leases | 484 | 430 |
Professional fees | 12 767 | 21 456 |
Other and general administrative expenses | 12 987 | 16 508 |
Total | 26 237 | 38 394 |
A | ||
S | ||
P | ||
G |
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Amounts in NOK 1 000 | 2025 | 2024 |
Other interest income | 402 | 2 647 |
Currency gain | 4 011 | 6 124 |
Finance income | 4 412 | 8 771 |
2025 | 2024 | |
Other interest expense | 2 881 | 4 182 |
Interest expense lease | 566 | 590 |
Currency loss | 6004 | 6 731 |
Finance income | 9 451 | 11 503 |
2025 | 2024 | |
Machinery and equipment | 20 620 | 11 671 |
Rights of use assets | 2 869 | 2 063 |
Patents | 590 | 432 |
Total | 24 078 | 14 166 |
2.6 Depreciation
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This period's tax expense | 2025 | 2024 |
Outstanding at January 1 | - | - |
Granted during the year | - | - |
Outstanding at 31 December | - | - |
Amounts in NOK 1 000 | 2025 | 2024 |
Ordinary result before tax | -81 140 | -32 782 |
Permanent differences | 2 184 | -4 933 |
Changes in temporary differences | 4 400 | -2 352 |
Taxable income | -74 559 | -40 067 |
2025 | 2024 | |
Ordinary result before tax | -81 140 | -32 782 |
Tax expense 22% | -17 851 | -7 212 |
Tax effect on permanent differences | 480 | -1 085 |
Prior year adjustment | - | 476 |
Not recognized deffered tax assets | 17 371 | 7 867 |
Net tax expense | - | - |
Amounts in NOK 1 000 | Dec 31, 2025 | Dec 31, 2024 | Difference |
Temporary differences | 492 | 4 892 | -4 400 |
Accumulated loss to be carried forward | -221 688 | -147 129 | -74 559 |
Basis for deferred tax assets | -221 195 | -142 237 | -78 959 |
Deferred tax assets (22%) | 48 663 | 31 292 | 17 371 |
Not recognized | -48 663 | -31 292 | -17 371 |
Deferred tax assets recognized | - | - | - |
Income tax expense and deferred tax
Reconciliation of tax expense
2.8 Taxes
Taxable income
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
36
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Consolidated Financial Statements
ContentsCompany
Board of Directors' Report
Corporate Governance
Financial Statements
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
37
Amounts in NOK 1 000 | Property, plant and equipment | Total | |
Acquisition cost as at 31 December 2023 | 73 798 | 73 798 | |
Additions | 25 531 | 25 531 | |
Government grants | 2 511 | 2 511 | |
Acquisition cost as at 31 December 2024 | 101 840 | 101 840 | |
Acquisition cost as at 31 December 2024 | 101 840 | 101 840 | |
Additions | 1 734 | 1 734 | |
Government grants | -2 511 | -2 511 | |
Acquisition cost as at 31 December 2025 | 101 063 | 101 063 | |
Accumulated amortization as at 31 December 2023 | 6 530 | 6 530 | |
Amortization charge for the period | 11 671 | 11 671 | |
Impairment charge for the period | - | ||
Accumulated amortization as at 31 December 2024 | 18 201 | 18 201 | |
Accumulated amortization as at 31 December 2024 | 18 201 | 18 201 | |
Amortization charge for the period | 20 619 | 20 619 | |
Impairment charge for the period | - | ||
Accumulated amortization as at 31 December | 2025 | 38 820 | 38 820 |
| Net book value: | |||
At 31 December 2023 | 67 268 | 67 268 | |
At 31 December 2024 | 83 639 | 83 639 | |
At 30 December 2025 | 62 243 | 62 243 | |
Economic life (years) | 5 years | ||
Depreciation plan | Straight-line |
3.2 Property, plant and equipment 3.3 Impairment of a non-financial assets
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
38
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Consolidated Financial Statements
ContentsCompany
Board of Directors' Report
Corporate Governance
Financial Statements
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
39
Assets recognized from costs to fulfill a contract
Liabilites related to contracts with customers
Amounts in NOK 1 000 | 2025 | 2024 |
Government grant | 4 750 | 1 612 |
Prepaid Expenses | 2 432 | 2 936 |
VAT receivable | 1 097 | 2 631 |
Other receivables | 527 | 106 |
Total other current receivables | 8 806 | 7 286 |
Amounts in NOK 1 000 | 2025 | 2024 |
Accounts receivable | 10 519 | 30 677 |
Total accounts receivable | 10 519 | 30 677 |
Amounts in NOK 1 000 | 2025 | 2024 |
Assets recognized to fullfill contracts | - | 168 |
Total financial assets | - | 168 |
Amounts in NOK 1 000 | 2025 | 2024 |
Liabilities recognized to fullfill contracts | - | 6 761 |
Total financial liabilities | - | 6 761 |
4 Current assets and liabilities
4.2 Contract assets and liabilites
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
40
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 | 2025 | 2024 |
Accrued interest | 513 | 334 |
Accrued expenses | 1 816 | 4 660 |
Accrued employee expenses | 4 619 | 5 223 |
Prepayment from customers | 4 263 | - |
Other | - | 10 |
Total other current receivables | 11 212 | 10 128 |
Amounts in NOK 1 000 | 2025 | 2024 |
Accounts payable | 5 611 | 15 375 |
Total accounts payable | 5 611 | 15 375 |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
41
Consolidated Financial Statements
Financial Statements
Company Board of Directors' ReportContents
Corporate Governance
Amounts in NOK 1 000 | 2025 | 2024 |
| Financial assets measured at amortized cost | ||
Trade receivables | 10 519 | 30 677 |
Cash and cash equivalents | 50 205 | 64 444 |
Total financial assets | 60 724 | 95 121 |
Amounts in NOK 1 000 | 2025 | 2024 |
| Non-current liabilities | ||
Non-current interest-bearing debt | 33 859 | 19 229 |
Non-current lease liabilities | 3 507 | 4 788 |
| Current liabilities | ||
Current interest-bearing liabilities | 23 743 | 27 613 |
Current lease liabilities | 2 980 | 2 109 |
Trade payables | 5 611 | 15 375 |
Total financial liabilities | 69 700 | 69 114 |
Financial assets measured at amortized cost
Financial liabilities measure at amortized cost
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
43
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Not past due | 1–30 days | 31–60 days | 61–90 days | >90 days | Total | |
2025 | 2 103 | 3 189 | 4 212 | 235 | 780 | 10 519 |
2024 | 3 159 | 7 875 | 19 643 | - | - | 30 677 |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 | 2025 | 2024 |
| Non-current borrowings | ||
Debt to credit institutions | 33 859 | 27 613 |
Total non-current borrowings | 33 859 | 27 613 |
| Current borrowings | ||
Debt to credit institutions | 23 743 | 19 229 |
Total current borrowings | 23 743 | 19 229 |
Total borrowings | 57 602 | 46 842 |
Amounts in NOK 1 000 | Dec 31, 2025 | Dec 31, 2024 |
Property, plant and equipment | 62 243 | 83 639 |
Trade receivables | 10 516 | 30 677 |
Total pledged assets | 72 762 | 114 316 |
Amounts in NOK 1 000 | Dec 31, 2025 | Dec 31, 2024 |
Within 1 year | 23 743 | 19 229 |
After 1 year | 33 859 | 27 613 |
Total borrowings | 57 602 | 46 842 |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
45
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 | 2025 | 2024 |
Cash at bank | 50 205 | 64 444 |
Total cash and cash equivalents | 50 205 | 64 444 |
Restricted cash included in the amount above Restricted tax deductions | 2 349 | 1 893 |
Client bank guarantee | - | 1 200 |
Total restricted cash | 2 349 | 3 093 |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Number of shares | Share capital | |
At 31 December 2024 | 62 898 669 | 31 449 334 |
Share capital increase- September 2025 | 3 111 618 | 1 555 809 |
At 31 December 2025 | 66 010 287 | 33 005 144 |
Shareholders in Capsol Technologies ASA at December 31, 2025 | Total shares | Ownership/voting rights |
REDERIAKTIESELSKAPET SKRIM AS | 9,683,679 | 15% |
SEOTO AS | 5,172,677 | 8% |
Danske Bank A/S | 4,923,228 | 7% |
AQUILA HOLDINGS INVESTMENT AS | 4,033,188 | 6% |
MP PENSJON PK | 2,886,800 | 4% |
DNB BANK ASA | 2,783,166 | 4% |
DNB BANK ASA S/A Clients Sweden | 2,000,000 | 3% |
T.D. VEEN AS | 1,630,059 | 2% |
F2 FUNDS AS | 1,619,629 | 2% |
REDBACK AS | 1,549,769 | 2% |
TIGERSTADEN AS | 1,500,000 | 2% |
Mathisen | 1,410,578 | 2% |
F1 FUNDS AS | 1,357,138 | 2% |
J.P. Morgan SE | 1,185,037 | 2% |
ENGELSVIKEN FRYSERI AS | 1,143,891 | 2% |
The Northern Trust Comp, London Br | 1,130,000 | 2% |
DAIMYO INVEST AS | 1,030,000 | 2% |
Q CAPITAL AS | 998,490 | 2% |
GM CAPITAL AS | 900,000 | 1% |
Em Kapital As | 757,549 | 1% |
Other | 18,315,409 | 28% |
Total | 66,010,287 | 100% |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
47
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Shareholders in Capsol Technologies ASA at 31 December 2024 | Total shares | Ownership/ voting rights |
Rederiaktieselskapet Skrim | 9,546,474 | 15% |
SEOTO AS | 5,172,677 | 8% |
Aquila Holdings Investment AS | 4,033,188 | 6% |
DNB Bank ASA | 3,483,737 | 6% |
MP Pensjon PK | 2,886,800 | 5% |
T.D. Veen AS | 2,093,202 | 3% |
Danske Bank A/S | 1,804,799 | 3% |
F2 Funds AS | 1,604,629 | 3% |
Alphecca AS | 1,600,000 | 3% |
Redback AS | 1,549,769 | 2% |
Tigerstaden AS | 1,500,000 | 2% |
Mathisen | 1,410,578 | 2% |
F1 Funds AS | 1,257,538 | 2% |
GM Capital AS | 1,200,000 | 2% |
Danske Invest Norge Vekst | 1,179,850 | 2% |
Engelsviken Fryseri AS | 1,143,891 | 2% |
Northern Trust Company, London Branch | 1,130,000 | 2% |
Daimyo Invest AS | 1,030,000 | 2% |
Q Capital AS | 998490 | 2% |
Tone Bekkestad AS | 772673 | 1% |
Other shareholders | 17,500,374 | 28% |
Total | 62,898,669 | 100% |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 2025 | 2024 | |
Loss for the year (NOK) | -81 148 468 | -32 782 322 |
Weighted average shares | 63 786 000 | 60 897 045 |
Basic earnings per share (NOK) | - 1.27 | -0.54 |
Amounts in NOK | 2025 | 2024 |
Share-based payment expense | 8 030 751 | 5 164 610 |
| At December 31, 2025 | |
Outstanding options | 5 789 000 |
Vested options | 4 813 000 |
Exercised price range (NOK) | 10.0-22.6 |
Weighted average exercise price (NOK) | ~11.9 |
Weigthed average remaining contractual life: | ~ 2.2 |
| Share option movements | |
Amounts in NOK | 2025 2024 |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
6 Other disclosers
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
50
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Name | Position | 2025 | 2024 |
Chris Barkey | Chair of the Board | 310 250 | – |
Endre O. Sund | Former Chair | 199 750 | 475 000 |
John Arne Ulvan | Board member | 300 000 | 318 750 |
Monika Inde Zsak | Board member | 300 000 | 318 750 |
Wayne G. Thomson | Board member | 300 000 | 415 070 |
Ellen M. Hanetho | Board member | 300 000 | 336 700 |
Einar Chr. Langem* | Board member | – | 181 500 |
Wendy Lam** | Board member | – | 112 500 |
Total remuneration | 1 710 000 | 2 158 270 |
Further information regarding remuneration policies and individual remuneration is provided in the Remuneration Report for 2025.
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
51
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Company | Country | Establishment | Ownership |
Capsol Engineering AB | Sweden | 2016 | 100% |
Capsol Technologies AB | Sweden | 2025 | 100% |
Capsol Technologies LLC | United States | 2023 | 100% |
Amounts in NOK | 2025 | 2024 |
Purchase of services | - | 1 244 438 |
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
52
Consolidated Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Notes to Parent Financial Statements
6. Financial instruments 68
6.1 Cash and cash equivalents 68
6.2 Financial risk management 68
6.3 Share capital and shareholders information 69
7. Other disclosures 69
7.1 Events after the reporting 69
Responsibility statement 70
Auditors report 71
Parent Financial Statements 53
Statement of profit and loss 54
Financial position 55
Statement of changes in equity 56
Statement of cash flows 57
Notes to Parent Financial Statements
1. General information and accounting policies 58
2. Profit or loss items 60
2.1 Revenue recognition 60
2.2 Salary costs and benefits 60
2.3 Other operating expenses 61
2.4 Government grants 61
2.5 Depreciation and amortization 61
2.6 Finance income and costs 62
2.7 Income expense and deferred tax 63
3. Balance sheet items 64
3.1 Receivables, interest-bearing liabilites, plegded assets and guarantees 64
3.2 Other payables and other current liabilites 64
4 Related parties 65
4.1 Subsidiaries 65
4.2 Related parties 65
5. Fixed assets 66
5.1 Intangible assets 66
5.2 Property, plant and equipment 67
CAPSOL TEHCHNOLOGES ANNUAL REPORT 2025
Amounts in NOK 1 000 Notes 2025 2024
Revenues 2.1 65 063 96 943
Other operating income
Total revenue and other operating income 65 063 96 943
Cost to fulfill contracts 30 039 21 738
Personnel expenses 2.2 59 482 49 834
Other operating expenses 2.3/2.4 28 219 36 750
Operating profit or loss before depreciation & amortization (EBITDA) -52 677 -11 379
Depreciation and amortization 2.5 21 210 12 102
Operating profit or loss (EBIT) -73 887 -23 482
Finance income 4 413 8 771
Finance costs 18 655 10 913
Net financial items 2.6 -14 242 -2 142
Profit (loss) before tax -88 129 -25 624
Income tax expense 2.7 - -
Profit (loss) for the period -88 129 -25 624
Profit (loss) for the year is proposed allocated as follows:
To(from) other equity -88 129 -25 624
Total allocated -88 129 -25 624
Statement of profit or loss
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
54
Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 Notes Dec 31, 2025 Dec 31, 2024
ASSETS
Non-current assets
Intangible assets 5.1 12 598 12 774
Deferred tax assets -
Property, plant and equipment 5.2 62 243 83 639
Investments in subsidiaries 4.1 26 1
Receivable group companies 4.2 - 620
Other non-current assets - 107
Total non-current assets 74 867 97 141
Current assets
Trade receivables 3.1 10 523 30 677
Trade receivables group companies 4.2 4 048
Other receivables 3.2 7 667 7 179
Cash and cash equivalents 6.1 49 653 64 261
Total current assets 67 843 106 166
TOTAL ASSETS 142 710 203 307
Amounts in NOK 1 000 Notes Dec 31, 2025 Dec 31, 2024
EQUITY AND LIABILITIES
Equity
Share capital 6.3 33 005 31 449
Share premium 206 537 186 058
Other capital reserves 33 303 25 272
Other equity -207 751 -119 569
Total equity 65 095 123 211
Non-current liabilities
Non-current interest-bearing liabilities 3.1 56 947 46 842
Deferred tax liabilities -
Total non-current liabilities 56 947 46 842
Current liabilities
Accounts payable 5 390 15 245
Contract liabilities - 4 025
Liabilities to group companies 4.2 101 101
Public duties payable 3 491 3 765
Other current liabilities 3.2 11 687 10 117
Total current liabilities 20 669 33 253
Total liabilities 77 617 80 095
TOTAL EQUITY AND LIABILITIES 142 710 203 307
Statement of financial position
Oslo, April 21, 2026
The Board and CEO of Capsol Technologies ASA
Chris Barkey
Chair of the Board
Monika Inde Zsak
Member of the Board
Ellen Merethe Hanetho
Member of the Board
John Arne Ulvan
Member of the Board
Wayne Thomson
Member of the Board
Wendy Lam
Chief Executive Officer
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
55
Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 Share capital Share premium Other capital reserves Retained earnings Total equity
Equity December 31,2023 26 767 81 073 20 107 -93 945 34 001
Profit (loss) for the period -25 624 -25 624
Other comprehensive profit (loss) -
Total comprehensive profit (loss) -25 624 -25 624
Capital increase February 16 3 503 78 636 82 139
Capital increase June 5 1 125 25 305 26 430
Execution of employee share options 55 1 045 1 100
Share-based payments note 2.2 5 165 5 165
Equity as at December 31, 2024 31 449 186 058 25 272 -119 569 123 211
Amounts in NOK 1 000 Share capital Share premium Other capital reserves Retained earnings Total equity
Equity as at December 31, 2024 31 449 186 058 25 272 -119 569 123 211
Profit (loss) for the period -88 129 -88 129
Other comprehensive profit (loss) -
Total comprehensive profit (loss) -88 129 -88 129
Capital increase September 1 556 20 479 22 035
Merger Capsol EOP -53 -53
Share-based payments note 2.2 8 031 8 031
Equity as at December 31, 2025 33 005 206 537 33 303 -207 751 65 095
Statement of changes in equity
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 Notes 2025 2024
Cash flows from operating activities
Profit (loss) before tax -88 129 -25 624
Adjustments to reconcile profit before tax to net cash flows:
Net financial items 2.6 14 242 2 142
Depreciation, amortization and impairment 2.5 21 210 12 102
Share-based payment expense 2.2 8 031 5 165
Working capital adjustments:
Changes in trade and other receivables 23 714 -23 247
Changes in trade and other payables -9 854 16
Changes in other liabilities -1 295 779
Change in contract balances -4 025 -7 721
Other items
Tax paid - -
Net cash flows from operating activities -36 107 -36 388
Cash flows from investing activities
Development expenditures 5.1 -414 -5 868
Purchase of property, plant and equipment 5.2 -1 734 -25 531
Government grants received on investment activities 2.4 2 511
Interest received 402 2 647
Net cash flow from investing activities 765 -28 753
Amounts in NOK 1 000 Notes 2025 2024
Cash flow from financing activities
Proceeds from issuance of equity 6.3 22 034 109 668
Proceeds of interest-bearing liabilities 3.1 30 883 2 152
Repayment of interest-bearing liabilities -20 607 -19 023
Interest paid -2 954 -4 158
Impairment of loan to Group company 2.6 -9 696
Net cash flows from financing activities 19 660 88 639
Net increase/(decrease) in cash and cash equivalents -15 681 23 498
Cash and cash equivalents beginning of the period 64 261 41 477
Net foreign exchange difference 1 073 -715
Cash and cash equivalents end of the period 49 653 64 261
Statement of cash flows
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
57
Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
1 General information and accounting policies
The financial statements have been prepared in accordance with the Norwegian
Accounting Act and generally accepted accounting principles in Norway. All amounts are
stated in Norwegian Kroner.
Use of estimates
The management has used estimates and assumptions that have affected assets, liabilities,
incomes, expenses and information on potential liabilities in accordance with generally
accepted accounting principles in Norway.
Foreign currency translation
Transactions in foreign currency are translated at the rate applicable on the transaction date.
Monetary items in a foreign currency are translated into NOK using the exchange rate
applicable on the balance sheet date. Non-monetary items that are measured at their
historical price expressed in a foreign currency are translated into NOK using the exchange
rate applicable on the transaction date. Non-monetary items that are measured at their
fair value expressed in a foreign currency are translated at the exchange rate.
Revenue recognition
Consideration from sale of services is recognized at fair value of the consideration, net after
deduction of VAT and discounts. Revenues from the sale of services are recognized in the
income statement for the period when the service is performed.
Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax
assets are calculated on all differences between the book value and tax value of assets and
liabilities. Deferred tax is calculated as 22% of temporary differences and the
tax effect of tax losses carried forward.
Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax
assets will be utilized. Taxes payable and deferred taxes are recognized directly in equity to the
extent that they relate to equity transactions.
Balance sheet classification
Current assets and short-term liabilities consist of receivables and payables falling due within
one year, and items related to the inventory cycle. Other balance sheet items are classified as
fixed assets / long term liabilities. Current assets are valued at the lower of cost and fair value.
Short term liabilities are recognized at nominal value.
Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities
are recognized at nominal value.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Intangible
assets consist mainly of patents. Following initial recognition, intangible assets are carried at
cost less any accumulated amortization and accumulated impairment losses. Intangible
assets with finite useful lives are amortized on a straight-line basis over their estimated
useful lives. The amortization expense is recognized in the income statement. Gains or
losses arising from derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized
in the income statement when the asset is derecognized.
Property, plant and equipment
Property, plant and equipment is stated at cost. Depreciation is recorded on a straight-line
basis over the following estimated useful lives of the assets.
Expenditures for maintenance and repairs are charged to other expenses in the period incurred.
Assets under construction are not depreciated until completed and ready for their intended use.
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Parent Company Financial Statements
Financial StatementsBoard of Directors' Report
CompanyContents
Corporate Governance
Investment in subsidiaries and associates
The cost method is applied for investments in subsidiaries and associates. The cost price is
increased when funds are added through capital increases or when group contributions are
made to subsidiaries. Dividends received are initially taken to income. Dividends exceeding
the portion of retained equity after the purchase are reflected as a reduction in purchase
cost. Dividend/group contribution from subsidiaries are reflected in the same year as the subsidiary
makes a provision for the amount. Dividend from other companies is reflected as financial income
when it has been approved. Taxes are recognized directly in equity to the extent that they relate to
equity transactions.
Impairment of intangible assets and investments
Impairment tests are carried out if there is an indication that the carrying amount of an asset
exceeds the estimated recoverable amount. The test is performed on the lowest level of
fixed assets at which independent cash flows can be identified. If the carrying amount is
higher than both the fair value less cost to sell and value in use (net present value of future
use/ownership), the asset is written down to the highest of fair value less cost to sell and the
value in use. Previous impairment charges, except write-down of goodwill, are reversed in
later periods if the conditions causing the write-down are no longer present.
Accounts receivable and other receivables
Accounts receivable and other current receivables are recorded in the balance sheet at
nominal value less provisions for doubtful accounts. Provisions for doubtful accounts are
based on an individual assessment of the different receivables. For the remaining receivables,
a general provision is estimated based on expected loss.
Pensions
The Company has a pension scheme for all employees, assessed as contribution plan. The
pension scheme is financed through payments to an insurance company. After the contribution has
been made, the Company has no further commitment to pay. The contribution is recognized as payroll
expenses.
Cash flow statement
The cash flow statement is presented using the indirect method. Cash and cash equivalents
includes cash, bank deposits and other short term, highly liquid investments with maturities
of three months or less.
Share-based compensation
The Company provides incentives to employees in the form of equity-settled share-based
instruments. Equity-settled share options are measured at fair value at grant date and
recognized in the income statement under salary and personnel expenses over the period in
which the final right of the options vest. The balancing item is recognized directly in equity.
On initial recognition of share options, the number of options expected to vest at expiry is
estimated. Subsequently the estimated number of vested options is revised for changes, so
that the total recognition is based on the actual number of vested options. The fair value of
the options granted is estimated using the Black-Scholes model.
Government grants
Governments grants are recognized when there is reasonable assurance that the Company will comply
with the conditions for the scheme and the payment will be received. Governments grants relating to the
purchase or development of property, plant and equipment are normally recognized as a reduction of
the carrying amount of the related assets. Government grants regarding expenses that are recognized in
the income statement as personnel expenses or other operating expenses are treated as a reduction of
the related cost. The receivable amount regarding grants recognized but not received in cash is included
under other short-term receivables.
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
59
Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 2025 2024
Europe 65 063 96 943
US
Other
Total revenue 65 063 96 943
Amounts in NOK 1 000 2025 2024
Salaries 49 367 37 412
Social security costs 8 478 6 035
Other employee expenses 5 465 6 379
Pension cost 4 154 2 871
Share-based payment expense 8 031 5 165
Tax refund (SkatteFUNN) -4 191 -969
Personnel cost reclassed to cost of contract -11 822 -7 058
Total revenue 59 482 49 834
Number of full time equivalent employees and of period 39 34
2.1 Revenue recognition
Accounting policies
The Company generates revenue from:
• Technology licensing
• Engineering services and feasibility studies
• CapsolGo® demonstration campaigns
Revenue is recognized based on the nature of the underlying performance obligations:
Engineering services and feasibility studies are recognized at a point in time when
agreed milestones are achieved. CapsolGo® demonstration projects are recognized
over time during the testing period. Technology licensing revenue is recognized when
contractual milestones are achieved, typically linked to final investment decisions
(FID).
2.2 Salary costs and benefits
Pension expenses
Capsol Technologies ASA has a pension scheme that meets the requirements set out in the Obligatory
occupational pension act. The cost of pension is specified in the above table.
Share based payment
On July 1, 2021 the company implemented a share based compensation program for its employees.
See note 5.8 to the consolidation financial statements.
Remuneration of Corporate Management and Board of Directors
Information about remuneration of the Board of Directors and the executive management is included in note 6.1 to
the consolidation financial statements.
For information about share-based payment plans, see note 5.8 to the consolidation financial statements.
fi
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amount in NOK 1 000 2025 2024
Rent 3 313 2 814
Professional fees 11 261 17 523
Other general and administrative expenses 13 645 16 414
Total 28 219 36 750
Amount in NOK 1 000 2025 2024
SkatteFUNN* 4 750 1 612
Provisions for uncertainty** - -3 246
Government grants 4750 -1 634
Amount in NOK 1 000 2025 2024
Machinery and equipment 20 620 11 671
Patents 590 432
Total 21 210 12 102
Amounts in NOK 1 000 2025 2024
Statutory audit 950 775
Other certification services 44 122
Tax advice - 131
Other services - 200
Total 994 1 228
2.3 Other operating expenses 2.4 Government grants
Other operating expenses include expenses not directly related to revenue-generating
activities, such as office and administrative expenses, professional services, IT costs, travel
expenses, marketing and other general operating costs. Expenses are recognized in the
income statement in the period in which they are incurred.
The Company has a rental contract with Thune Eureka AS running from March 1, 2023 to
August 28, 2028
Remuneration of auditors
Government grants are recognized in accordance with NRS 4 Public Grants. Grants are
recognized when there is reasonable assurance that the entity will comply with the
conditions attached to them and that the grants will be received.
Grants related to income are recognized in profit or loss on a systematic basis over the
periods in which the entity recognizes the related costs that the grants are intended to
compensate. Grants related to assets are recognized as deferred income and recognized in
profit or loss over the useful life of the asset.
* Actual received grant for 2024 was TNOK 1 130. Difference of TNOK 482 recorded as an
expense in 2025.
** Provision for uncertainty regarding project acceptance as of 31.12.2024, reversed in 2025
with TNOK 2511 as a reduction of PPE and TNOK 735 as a cost reduction in the Income
Statement.
2.5 Depreciation and amortization
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amounts in NOK 1 000 2025 2024
Other interest income 402 2 647
Currency gain 4 011 6 124
Finance income 4 413 8 771
Amounts in NOK 1 000 2025 2024
Other interest expense 2 881 4 182
Impairment of loans to Capsol LLC 9696 -
Currency loss 6078 6 731
Finance cost 18 655 10 913
2.6 Finance income and cost
Foreign currency gains or losses are reported as foreign exchange gain or foreign exchange
loss in finance income or finance costs, except for currency translation effects from
translation of foreign subsidiaries and the parent company which are presented within OCI.
During 2025, Capsol Technologies ASA recognized an impairment loss related to an
intercompany receivable from its subsidiary, Capsol Technologies LLC.
The receivable had a carrying amount of NOK 9,695,718 at the time of impairment.
Assessment of impairment
The impairment assessment was based on an evaluation of the subsidiary’s financial position,
development status and expected future cash flows.Capsol Technologies LLC is in a development
phase and is dependent on future funding and project realization to generate positive cash flows.
During 2025, increased uncertainty arose regarding the subsidiary’s ability to repay the outstanding
balance.Based on this assessment, the Company concluded that the recoverable amount of the
receivable was nil.
Recognition of impairment
As a result, the full carrying amount of NOK 9,695,718 was impaired in 2025.
The impairment loss has been recognized in the income statement under financial expenses.
Group perspective
The intercompany receivable is eliminated in the consolidated financial statements of the Group and
therefore has no impact on the Group’s financial position or results.
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
This periods tax expense 2025 2024
Payable tax - -
Changes in deferred tax - -
Tax expense on ordinary profit/loss - -
Amounts in NOK 1 000 2025 2024
Ordinary results before tax -88 129 -25 624
Tax expense 22% -19 388 -4 933
Tax effect on permanent differences 480 -2 352
Prior year adjustment - 476
Not recognized deffered tax assets 18 926 6 293
Net tax expense - -
Amounts in NOK 1 000 2025 2024
Ordinary result before tax -88 129 -25 624
Permanent differences 2 184 -4 933
Changes in temporary differences 14 096 -2 352
Taxable income -71 849 -32 908
Amounts in NOK 1 000 Dec 31, 2025 Dec 31, 2024 Difference
Temporary differences -9 204 4 892 -14 096
Accumulated loss to be carried forward -218 896 -147 047 -71 849
Tax loss carried forward from merged entity, Capsol-EOP AS -82 - -82
Basis for deferred tax assets -228 183 -142 155 -86 028
Deferred tax assets of balance sheet (22%) 50 200 31 274 18 926
Not recognized -50 200 -31 274 -18 926
Deferred tax assets recognized - - -
2.7 Income expense and deferred tax
Reconciliation of tax expense:
Taxable income
Deferred tax/deferred tax assets
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amount in NOK 1 000 2025 2024
Wages and holiday pay (included tax) 4 619 4 873
Other provisions 2 805 2 034
Prepayments from customers 4 263 3 246
Total current liabilities 11 687 10 117
3.2 Other payables and other current liabilities
Amount in NOK 1 000 2025 2024
Short term interest bearing liabilites maturity less than 1 year 23 088 19 229
Long term interest-beraing liabilites maturity 1-5 years 33 859 27 613
Finance income 56 947 46 842
Amount in NOK 1 000 2025 2024
Property, plant and equipment 62 243 83 639
Trade receivables 10 523 30 677
Total pledged assets 72 766 114 316
3.1 Receivables, interest-bearing liabilities, pledged assets and guarantees
Interest-bearing liabilites and debt secured by collateral.
Booked value of secured assets
Covenants
For information about covenants, see note 5.4 to the consolidation financial statements.
3 Balance sheet items
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Company Country Established Ownership Acquisition cost Share of equity Share of loss
Capsol Technologies AB Sweden 2016 100% 26 750 26 750 16 550
Capsol Engineering AB Sweden 2025 100% 1 122 918 -
Capsol Technologies LLC United States 2023 100% - 9 222 199 5 333 178
Financial fixed assets 2025 2024
Capsol-Eop AS - 53
Capsol Technologies LLC, US - 568
Loan to group companies - 620
Debtors
Capsol Technologies LLC, US 4 048
Short term debts
Capsol Engineering AB 101 101
Liabilities to group companies 101 101
Investments in subsidiaris are recognized at cost less accumulated impairment losses. The are no operational activities in the European subsidiaries and the
investments have in
previous years been written down from NOK 760,000 by NOK 759,999 to NOK 1 because the fair value is assessed to be lower than cost.
The subsidiaries in USA (Capsol Technologies LLC) started in 2024.
During 2025, Capsol EoP AS was merged with Capsol Technologies ASA. In November 2025, Capsol Technologies ASA established a new subsidiary in
Sweden, Capsol Technologies AB, as part of the Group’s continued expansion in the Nordic and European markets.
4.1 Subsidiaries
Investments in subsidiaries and group transactions
Intercompany receivables are measured at amortised cost and assessed for impairment when there are
indicators of reduced recoverability. Impairment losses are recognized in profit or loss.
The parent company, Capsol Technologies ASA, accounts for investments in subsidiaries at cost in accordance
with Norwegian GAAP. Capsol Technologies ASA has provided funding to its wholly owned subsidiary,
Capsol Technologies LLC, through intercompany receivables. As of December 31, 2025, the outstanding
balance amounted to NOK 9,695,718. During the year, an impairment assessment was performed of the
receivable from Capsol Technologies LLC. The assessment was based on the subsidiary’s financial position,
operating performance, and expected future cash flows. Due to continued operating losses and uncertainty
related to the subsidiary’s ability to generate sufficient future cash flows to service its obligations, objective
evidence of impairment was identified. As a result, the receivable has been fully impaired, and an impairment loss
of NOK 9,695,718 has been recognized in the parent company financial statements. The impairment loss is
presented under financial expenses. The investment in Capsol Technologies LLC has been assessed
separately. No additional impairment of the share investment has been recognized. Management will continue
to monitor the development in Capsol Technologies LLC and reassess the recoverable amounts if conditions
change.
4.2 Group company transactions
4 Related parties
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amount in NOK 1 000 Patents Digital Platform R&D Technology Total
Acquisition cost as at December 31, 2023 7 340 1 290 - 8 631
Additions - 673 5 196 5 868
Government grants - - - -
-
Acquisition cost as at December 31,2024 7 340 1 963 5 196 14 499
-
Acquisition cost as at December 31, 2024 7 340 1963 5 196 14 499
Additions 414 414
Government grants -
Acquisition cost as at December 31, 2025 7 340 2 379 5 196 14 915
-
Accumulated amortization as at December 31, 2023 1 295 1 295
Amortization charge for the period 432 432
Impairment charge for the period -
Accumulated amortization as at December 31, 2024 1 727 - - 1 727
-
Accumulated amortization as at December 31, 2024 1 727 - - 1 727
Amortization charge for the period 458 132 - 590
Impairment charge for the period - - - -
Accumulated amortization as at December 31, 2025 2 185 132 - 2 318
Net book value:
At December 31, 2023 6 045 1 290 - 7 335
At December 31, 2024 5 613 1 963 5 196 12 774
At December 31, 2025 5 155 2 247 5 196 12 598
Economic life (years) 17 3
Depreciation plan Straight-line
5.1 Intangible assets
5 Fixed assets
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amount in NOK 1 000 Property, plant & equipment Total
Acquisition cost as at December 31, 2023 73 798 73 798
Additions 25 531 25 531
Government grants 2 511 2 511
Acquisition cost as at December 31, 2024 101 840 - 101 840
Acquisition cost as at December 31, 2024 101 840 - 101 840
Additions 1 734 1 734
Government grants -2 511 -2 511
Acquisition cost as at December 31, 2025 101 063 101 063
Accumulated amortization as at December 31, 2023 6 530 6 530
Amortization charge for the period 11 671 11 671
Impairment charge for the period - -
Accumulated amortization as at December 31, 2024 18 201 - 18 201
Accumulated amortization as at December 31, 2024 18 201 18 201
Amortization charge for the period 20 619 20 619
Impairment charge for the period -
Accumulated amortization as at December 31, 2025 38 820 - 38 820
Net book value:
At December 31, 2023 67 268 67 268
At December 31, 2024 83 639 83 639
At December 31, 2025 62 243 62 243
Economic life (years) 5 years
Depreciation plan Straight-line
5.2 Property, plant and equipment
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Amount in NOK 1 000 2025 2024
Restricted tax deductions 2 349 1 893
Total 2 349 1 893
6.1 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits with
an original maturity of three months or less.
Cash and cash equivalents are held with reputable financial institutions and are
considered to have low credit risk. The carrying amounts of cash and cash
equivalents are presented below.
Restricted cash
6.2 Financial risk management
Capsol Technologies ASA is exposed to various financial risks, including currency fluctuations, interest rate changes, credit
and counterparty risks, and liquidity challenges.To manage financial uncertainties, the Company actively monitors its liquidity
position and currency exposure, aligning costs, debt, and revenue across currencies to enhance predictability and reduce
potential adverse effects on financial performance.
Liquidity risk
The Company manages liquidity risk through disciplined cash management and regular monitoring of cash flow forecasts.
Capsol Technologies ASA maintains financial flexibility to adapt to changing market conditions and funding requirements.
Credit risk
Credit risk arises from the risk that counterparties will fail to meet their contractual obligations.
The Company’s exposure to credit risk is primarily related to trade receivables and, to a lesser extent, financial assets.
Capsol’s customers mainly consist of large industrial companies and counterparties with solid credit profiles. Historically,
the Company has experienced limited losses on receivables. During 2025, the Company recognized an impairment of
NOK 9,769 thousand related to a loan to Capsol Technologies LLC. The impairment reflects an assessment of reduced
recoverability of the loan. Apart from this, credit risk is considered limited.
Currency risk
Capsol Technologies ASA is exposed to currency risk through transactions in foreign currencies. Currency exposure arises
from revenues, costs, and contractual arrangements denominated primarily in EUR and USD. The Company monitors
currency developments closely and seeks to align inflows and outflows in the same currency where possible.
Interest rate risk
Interest rate risk relates to changes in market interest rates affecting the Company’s borrowings and financial income.
The Company monitors interest rate developments and evaluates the need for risk mitigation measures as part of its overall
financial management.
Overall risk profile
Capsol Technologies ASA’s revenue model includes engineering services, demonstration projects and technology licensing.
Technology licensing revenue is typically recognized upon achievement of contractual milestones, such as final investment
decisions (FID). Such revenue is project-based and may vary significantly between periods. The Company recognized
licensing revenue in 2024, while no licensing revenue was recognized in 2025. The timing and occurrence of future
licensing revenue remain uncertain and depend on customer project development and investment decisions.
As a result, the Company’s financial performance may vary between reporting periods.
6 Financial instruments
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
6.3 Share capital and shareholders information
Share capital and share premium
The share capital at December 31, 2025 amounted to NOK 33 005 143,54, divided into
66,010,287 ordinary shares, each with a nominal value of NOK 0.5. During 2025, the Company
completed a share capital increase of NOK 1,555,809, corresponding to the issuance of 3,111,618
new shares.
The excess consideration received above nominal value has been recognized as share premium.
Transaction costs directly attributable to the share capital increase have been recognized as a
deduction from equity.
Other equity
Other equity consists of retained earnings.
The reduction in equity during 2025 is primarily attributable to the net loss for the year of
NOK 88 129 096.
Capital management
The Company’s objective is to maintain a capital structure that ensures financial flexibility and
supports the Company’s strategy and operations.
The Company monitors its capital structure through key metrics such as equity ratio and liquidity
position. At December 31, 2025, the Company had an equity ratio of approximately 46%
(2024: 61%). No dividend distributed
7.1 Events after reporting
Events after the reporting period are events that occur between the reporting date and the date when the financial
statements are authorized for issue.
After the reporting date, Capsol Technologies ASA completed a private placement and registered a capital in-
crease.
In January 2026, the Company carried out a private placement of 8,653,846 new shares, raising approximately
NOK 45 million in gross proceeds. The share capital increase was registered with the Norwegian Register of
Business Enterprises on February 3, 2026.
Following the registration of the capital increase, the Company’s share capital amounted to NOK 37,332,066.50,
divided into 74,664,133 ordinary shares, each with a nominal value of NOK 0.50.
The proceeds from the private placement are intended to support the Company’s continued development and
commercialization of its carbon capture technology. Other than the events described above, no events have oc-
curred after the reporting period that have a material impact on the Group’s financial position or results.
7 Other disclosures
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Parent Company Financial Statements
Financial Statements
Board of Directors' Report
CompanyContents
Corporate Governance
Declaration by the Board of Directors
and Chief Executive Officer
The Board and Chief Executive Officer have today considered and approved the Annual Report
and financial statements for Capsol Technologies ASA for the year ended December 31, 2024.
The Board has based this declaration on reports and statements from the company’s Chief
Executive Officer, Chief Financial Officer and on the results of the company’s activities, as well as
other information that is essential to assess the company’s position which has been provided to
the Board of Directors.
To the best of our knowledge:
The financial statements for 2024 for Capsol Technologies ASA have been prepared in
accordance with all applicable accounting standards. The information provided in the financial
statements gives a true and fair portrayal of the group and its parent company’s assets, liabilities,
profit and overall financial position as of December 31, 2024. The Annual Report provides a true
and fair overview of the development, profit and financial position of Capsol Technologies ASA,
as well as the most significant risks and uncertainties facing the Company.
Responsibility
statement
Oslo, April 21, 2026
The Board and CEO of Capsol Technologies ASA
Wendy Lam
Chief Executive Officer
Monika Inde Zsak
Member of the Board
Wayne Thomson
Member of the Board
Ellen Merethe Hanetho
Member of the Board
Chris Barkey
Chair of the Board
John Arne Ulvan
Member of the Board
CAPSOL TECHNOLOGIES ANNUAL REPORT 2025
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Board of Directors' reportCompany
Financial Statements
Contents
Corporate Governance
AUDITORS REPORT
RSM Norge AS
Ruseløkkveien 30, 0251 Oslo
Pb 1312 Vika, 0112 Oslo
Org.nr: 982 316 588 MVA
T +47 23 11 42 00
F +47 23 11 42 01
www.rsmnorge.no
RSM Norge AS (company number 982316588), RSM Advokatfirma AS (company number 914095573), RSM Norge
Kompetanse AS (company number 925107492). RSM Advokatfirma AS and RSM Norge Kompetanse AS are
affiliates of RSM Norge AS. RSM Norge AS is a member of the RSM Network and trades as RSM. RSM is the
trading name used by the members of the RSM Network. Each member of the RSM Network is an independent
assurance, tax and consulting firm each of which practices in its own right. The RSM network is not itself a separate
legal entity of any description in any jurisdiction.
To the General Meeting of Capsol Technologies ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Capsol Technologies ASA, which comprise:
• the financial statements of the parent company Capsol Technologies ASA (the Company), which
comprise the statement of financial position as at 31 December 2025, statement of profit or loss,
statement of changes in equity and statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and
• the consolidated financial statements of Capsol Technologies ASA and its subsidiaries (the Group),
which comprise the consolidated statement of financial position as at 31 December 2025, consolidated
statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2025, and its financial performance and its cash flows for the year then ended in accordance
with the Norwegian Accounting Act and accounting standards and practices generally accepted in
Norway, and
• the consolidated financial statements give a true and fair view of the financial position of the Group as at
31 December 2025, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by relevant
laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as
applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
Capsol Technologies ASA
Auditor’s Report 2025
2
We have been the auditor of Capsol Technologies ASA for five years from the election by the general meeting
of the shareholders on 30 June 2021 for the financial year ended 31 December 2021.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Key Audit Matters
How our audit addressed the Key Audit Matters
Revenue from customers
Revenue amounts to NOK 70 652 000 for the Group
in 2025 and consist of consideration from sale of
technology demonstration campaigns and feasibility
studies. This revenue is recognised over time as the
services are rendered. Invoicing in advance or in
arrears implies recognition of contract liabilities or
contract assets on the consolidated statement of
financial position.
Revenue recognition is considered as a key audit
matter due to the inherent risk of material
misstatements. The complexity of the customer
contracts and management judgements are also
reasons for considering revenue recognition a key
audit matter.
We obtained an understanding of the Group’s
accounting policies for revenue recognition and
evaluated whether the policies are in accordance
with the relevant requirements in IFRS 15 Revenue
from Contracts with Customers. We performed
interviews with management representatives and
carried out walk throughs to assess the design,
implementation and reliability of the internal control
over revenue transactions.
The validity of revenues has been tested for a
sample of transactions by tracing them back to
invoices, customer contracts and other relevant
supporting documentation. We tested completeness
of revenues from feasibility studies by tracing a
sample of contracts to recorded revenue.
Completeness of revenues from technology
demonstration campaigns
has been tested by tracing
available capacity to contracts and recorded
transactions. In addition, we have performed cut-off
testing to ensure that revenue is recorded in the
correct financial reporting period.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and our
auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of
Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there is
material inconsistency between the Board of Directors’ report and the other information accompanying the
financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board
of Directors’ report and the other information accompanying the financial statements otherwise appear to be
materially misstated. We are required to report if there is a material misstatement in the Board of Directors’
report or the other information accompanying the financial statements. We have nothing to report in this regard.
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Capsol Technologies ASA
Auditor’s Report 2025
3
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and fair
view in accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation of the consolidated financial statements of the Group that give a
true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is
responsible for such internal control as management determines is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial
statements of the Company use the going concern basis of accounting insofar as it is not likely that the
enterprise will cease operations. The consolidated financial statements of the Group use the going concern
basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's and the Group's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company and the
Group to cease to continue as a going concern.
Capsol Technologies ASA
Auditor’s Report 2025
4
• evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Capsol Technologies ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name capsoltechnologiesasa-2025-12-31-en.zip, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian
Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML
format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with ESEF.
We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 –
“Assurance engagements other than audits or reviews of historical financial information”. The standard requires
us to plan and perform procedures to obtain reasonable assurance about whether the financial statements
included in the annual report have been prepared in compliance with the ESEF Regulation.
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Capsol Technologies ASA
Auditor’s Report 2025
5
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging
of the consolidated financial statements and assess management’s use of judgement. Our procedures include
reconciliation of the iXBRL tagged data with the audited financial statements in human-readable format. We
believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 21 April 2026
RSM Norge AS
Arnfinn Osvik
State Authorised Public Accountant
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CAPSOL TEHCHNOLOGES ANNUAL REPORT 2025
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0277 Oslo
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