Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
Annual Report
2025
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
HOFSETH BIOCARE | ANNUAL REPORT
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
2
Approved by the Board of Directors in Hofseth BioCare ASA 27. March 2026
Hofseth BioCare ASA is committed to maintaining high standards of corporate governance that will strengthen confidence in
the company among share holders, capital market and among other stakeholders, thereby contributing to the greatest possible
value creation over time. The aim of corporate governance is to regulate the roles of shareholders, board and management
beyond what is required by legislation.
The company reports in accordance with the recommendation of 30 October 2014, last updated 17 October 2018 («the Recom-
mendations») issued by the Norwegian Corporate Governance Board (NUES). The rules on the continuing obligations of listed
companies at www.oslobors.no and guidelines are available at www.nues.no
Compliance is based on a «comply or explain» principle, which means that the company must comply with all recommen-
dations or explain why they have chosen an alternative approach to specific recommendations. The following explains the
company’s compliance with the 15 sections and addresses the additional requirements set out in the Accounting Act § 3-3 b.
Any deviation from the Code of Conduct will be explained under the appropriate section.
This report is part of the company’s annual report. The report is also available on Hofseth BioCare’s website www.hofsethbio-
care.com, along with more information about the company’s business.
Content
CORPORATE GOVERNANCE ........................................................4
THE BOARD OF DIRECTOR’S REPORT 2025 ................................9
FINANCIAL STATEMENTS ............................................................ 16
Statement of comprehensive income .................................................................................. 17
Statement of financial position ............................................................................................18
Statement of cash flows .......................................................................................................19
Statement of changes in equity ...........................................................................................20
Notes to the accounts ...........................................................................................................21
Declaration of the Board of Directors and Managing Director in
Hofseth BioCare ASA ...........................................................................................................52
AUDITORS REPORT ......................................................................54
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
HOFSETH BIOCARE | ANNUAL REPORT
4
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
The Board of Directors of Hofseth BioCare ASA (HBC or the company) has the ultimate responsibility to ensure that the company is
practicing good corporate governance. The company’s Board of Directors and management conducts a thorough review and assessment of
its principles of corporate governance annually.
Hofseth BioCare is a Norwegian public limited company and
is listed on Oslo Stock Exchange. The Norwegian Accounting
Act and the rules of the Continuing Obligations for stock listed
companies impose a duty on the Company to issue its principles
and practice for corporate governance in the annual report.
Values and guidelines for business ethics and
corporate social responsibility
The company’s values are an important premise for corporate
governance. Trust in HBC as a company, and in the business, is
crucial for the Company’s future competitiveness.
Hofseth BioCare is committed to transparency about its guidelines
for management of the Company. This strengthens the value
creation, builds internal and external confidence and promotes
a code of ethics and a sustainable approach to business.
HBC is founded on the core value of sustainability and optimal
use of natural resources. The Company aspires to create a healthy
company culture based on these core values. The Board of
Directors has approved the Code of Conduct for business ethics
and corporate social responsibility. The Company’s customization
of the Code of Conduct and the internal guidelines ensure a
proper division of roles and responsibilities and well-functioning
cooperation among the Company’s shareholders, the Board of
Directors and its management, and that the business is subject to
satisfactory controls. An appropriate distribution of roles, effective
collaboration and satisfactory controls contributes to the best
possible value creation over time, for the benefit of its owners and
other stakeholders.
The Company’s Code of Ethics covers the handling of impartiality,
conflicts of interest, relationships with customers and suppliers,
relations with the media, insider trading and relevant financial
interests of a personal nature. The core of the concept of CSR
is the Company’s responsibility for people, communities and
environment affected by operations and typically addresses:
› Human rights which mean that the Company carries out its
operations in accordance with the international agreements
and conventions that are fundamental rights for every human
being, regardless of race, gender, religion or other status.
› Anti-corruption which means that the organization mandates
that it should not demand, receive or accept an offer of an
improper advantage in connection with a position, office or
assignment.
› Employee relations where AMLs (Working Environment
Act) provisions concerning employment contracts, working
hours, insurance, pension, vacation, sick leave monitoring etc.
embodied in internal guidelines and be followed throughout
the organization. The employees are organized, and there is
established good communication channels between employee
representatives and management.
› HSE (Health, Safety and Environment) is the Company’s
top priority. Through guidelines and incorporate routines
that safety inspections, preventive maintenance routines,
etc. all employees are involved. A safety delegate system is
implemented in the organization.
› No Discrimination where the Company endeavors to ensure
that there shall be no discrimination or unequal treatment
which has its basis in individuals, genders, ethnicities,
nationalities, religious communities and the like.
› Environmental which is a key factor in the Company’s social
responsibility. Emissions to water and air are continuously
monitored. Regular meetings are held with local authorities and
municipal bodies.
Business
The aim of Hofseth BioCare is defined in the Company’s Articles of
Association, which inter alia, states:
Hofseth BioCare’s business is development, manufacturing,
Corporate governance
marketing and sale of marine ingredients such as oil, calcium and
protein products, as well as cooperation with, and the participation
and ownership in businesses engaged in related businesses.
The Company’s board of directors shall have from 3 to 10
members according to the resolution of the General Meeting.
The Company shall have an Audit Committee.
Please refer to the Articles of Association for Hofseth BioCare, last
modified 4 January 2024, which are available at the Company’s
website www.hofsethbiocare.com.
Equity and dividend
Equity
Hofseth BioCare shall have an equity ratio which is appropriate in
relation to its objectives, strategy and risk profile, and the Board of
Directors will continually assess the capital situation.
The Company’s Board of Directors and management have used
the following instruments to have a customized equity at any given
time
› Private placement/capital increase
› Shareholder loans (subordinated loan) that can be deemed part
of the company’s equity
› Sales-enhancing and cost-cutting measures
As of 31 December 2025, the group had an equity of NOK -75.5
million, corresponding to an equity ratio of -19.2 %. For the Parent
company the equity was NOK -6.3 million and an equity ratio of
-1.4%. Including subordinated debt, adjusted equity ratio was
26.1% per year end for the Parent company. The Board considers
an equity ratio of more than 25 per cent to be at a satisfactory
and prudent level. The parent Company’s long-term debt financing
has financial covenant requirements of 25% equity, including
subordinated loans, and the Company had an equity ratio of over
25 per cent and not in breach with its financial covenants.
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
HOFSETH BIOCARE | ANNUAL REPORT
5
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
The Board will at all times consider various instruments to ensure
that the Company has sufficient equity, including an authorization
given to the Board at the extraordinary General Meeting on 20
November 2025 to issue up to approximately 96 million new
shares intended to be used in the event of a need for additional
equity and liquidity. It is the Board’s intention to ask the General
Meeting for a similar authorization for the coming period.
Dividend
HBC aims to give its shareholders a competitive rate of return
based on the Company’s earnings. Dividends will be considered
in the context of HBC’s financial position, loan terms and capital
requirements for existing and new projects.
Mandates of the board of directors
Mandates granted to the Board of Directors, either to increase the
Company’s share capital or to buy its own shares, will generally
be limited to defined purposes and usually limited in time until the
date of the next ordinary General Meeting.
As of 31 December 2025, the Board of Directors in HBC holds an
authorization to increase the Company’s share capital by issuing
new shares with a total face value of up to NOK 965,784.28
equivalent to 96,578,428 shares, each with a nominal value of
NOK 0.01.
The authorization can be used in connection with the issuance
of shares to investors who are considered to have strategic
importance for the Company as well as to repair any issues
because of such, or any other equity issues.
In accordance with this power of attorney to the Board of Directors
will also be able to offer shares to the people or companies who
are not shareholders of the Company. Existing shareholders’
preferential right may be waived.
The Board of Directors is given the authority to change the Articles
of Association stating the share capital size in accordance
with the shares the Board decides under this authorization. The
authorization was granted at the extraordinary General Meeting 20
November 2025 and is valid until the ordinary General Meeting in
2026, however not longer than 30 June 2026.
Equal treatment and transactions with related parties
Hofseth BioCare has two classes of shares, ordinary class A
shares with voting rights, and class B shares which do not hold any
voting rights but will carry a preferential right to receive dividends
and a preferred right in the case of liquidation or other distribution
of the Company’s assets. Each class A share in the Company
carries one vote.
As a main rule, all transactions in the Company’s own shares shall
take place through the stock exchange or at the stock market
price if traded outside of the stock exchange, or in a way so all
shareholders shall be treated on an equal basis.
Transactions with related parties
Included in the rules of procedures for the Board are guidelines
for how the members of the Board and the CEO shall act in
discussions or decisions related to issues which are of special
personal importance to them, or to any related parties to the
member in question.
Transactions with related parties are governed by market terms
and conditions in accordance with the «arm’s length principle».
The Company’s shareholders, Board and management, and their
related parties, as well as all companies in the Hofseth group,
including RH Industri AS and Hofseth International AS, will be
related parties to Hofseth BioCare.
Transactions with related parties are further described in note 6 to
the financial statements.
Freely tradable shares
All ordinary class A shares in Hofseth BioCare are freely tradable
with no limitations as stated in the Articles of Association. Any
transfer of B-Shares is subject to consent of the Company’s Board
of Directors.
The general meeting
Through the general meeting the shareholders exercise the
highest authority in Hofseth BioCare. All shareholders are entitled
to submit items to the agenda, meet, speak and vote at general
meetings in accordance with the provisions of the Norwegian
Public Limited Companies Act. The Board of Hofseth BioCare
strives to ensure that the general meetings are an effective forum
for communication between shareholders and the Board, and the
Board shall take steps to ensure that as many shareholders as
possible may exercise their rights by participating in the general
meetings.
The annual General Meeting is held each year before the end of
May. Extraordinary General Meetings may be called by the Board at
any time. Hofseth BioCare’s auditor or shareholders representing
at least five percent of the total share capital may demand an
extraordinary General Meeting to be called.
The notice calling the annual General Meeting is made available
on the Company’s website and sent to shareholders with known
addresses by post no later than 21 days prior to the date of
the meeting. Article 9 in the Company’s Article of Associations
states that documents related to matters on the agenda of a
General Meeting can be made available on the Company’s website
rather than being sent to shareholders by post. The supporting
documentation will be available at the same date as the notice
calling the meeting and provides all the necessary information for
shareholders to form a view on the matters to be considered. The
deadline for registration for the annual General Meeting is at the
latest 3 days before the General Meeting takes place. Shareholders
who cannot attend the General Meetings in person shall be given
the opportunity to vote, and the Company shall provide information
and nominate an available person who may vote on behalf of the
shareholders in this respect.
The General Meeting elects the members and deputy members
of the Board, determines the remuneration of the members of the
Board, approves the annual financial statements, discusses the
Board of Director’s guidelines on management remuneration and
decides such other matters which by law or Hofseth BioCare’s
Articles of Association are to be transacted at the General
Meeting.
The Board of Directors, the Nomination Committee and the
auditor’s attendance at the General Meeting is waived from the
recommendation if a review of the agenda, the availability and
physical location would suggest this is not practical. Under the
General Meeting for the adoption of the financial statements for
2024, no members of the Board participated. The auditor did not
participate.
Nomination committee
The General Meeting has chosen a Nomination Committee to
ensure objectivity regarding the shareholders’ interests.
The company shall have a Nomination Committee consisting of 3
members where the majority of the members shall be independent
of the Board of Directors and the management. The members of
the Nomination Committee shall be elected for terms of two years.
The Nomination Committee shall propose candidates for the
Board of Directors and the Nomination Committee, including
remuneration to the Board of Directors and the members of the
Nomination Committee. Members of the Nomination Committee
are Geir Even Håberg, Lennart Clausen and Svein Myhre. The
remuneration to the Nominating Committee shall be determined by
the General Meeting.
The Nomination Committee shall evaluate the need for changes
of the Board and the Nomination Committee. To have the best
possible basis for their deliberations, the committee should be in
contact with the directors and the CEO.
Furthermore, the Nomination Committee should consult relevant
shareholders for nominations and for consensus in its decision.
The board’s evaluation report should be treated separately by the
Nomination Committee.
The recommendations of the Nomination Committee shall include
a justification as to how the best interest of the shareholders and
the Company has been secured.
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
HOFSETH BIOCARE | ANNUAL REPORT
6
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
The Board of Directors, composition and independence
The Board of Hofseth BioCare includes six members, of which
three are female, corresponding with the Company’s Articles of the
Associations Section 5, stating that the Board should have from
three to ten members.
Members of the Board are selected in the light of an evaluation
of the Company’s needs for expertise, capacity and balanced
decision-making, and with the aim of ensuring that the Board of
Directors can operate independently of any special interests and
function effectively as a collegiate body.
The majority of the Board of Directors shall be independent
of Hofseth BioCare’s management and its main business
connections. At least two of the members of the Board shall be
independent of the Company’s main shareholder(s). The Board of
Directors does not include executive personnel.
Director of the Board, Roger Hofseth, is as of 31 December 2025
CEO of Hofseth International AS, one of the Company’s largest
shareholders, and director of the Board, Dr. Crawford Currie is
Head of Medical R&D in the Company. Both are related to several
of the Company’s business connections and is thus not considered
independent.
The Chair of the Board, Linda Christin Hoff, Director Christoph
Baldegger, Director Amy Novogratz and Director Maria Bech are
considered independent of management, business connections
and the Company’s main shareholders.
The term of office for members of the Board of Directors is
two years. An updated overview of the members of the Board
of Directors of Hofseth BioCare, including their employment,
education and professional background is provided at the
Company’s website www.hofsethbiocare.com.
Members of the Board of Directors are encouraged to own shares
in the company.
The General Meeting elects the Chair of The Board of Directors.
The work of the Board of Directors
The Board
The Board of Directors has the overall responsibility for the
management of Hofseth BioCare. This includes a responsibility to
supervise and exercise control of the Company’s activities.
Furthermore, this includes developing the Company’s strategy and
monitoring its implementation. In addition, the Board of Directors
exercises supervision responsibilities to ensure that the company
manages its business and assets and carries out risk management
in a prudent and satisfactory manner. The Board of Directors is also
responsible for the appointment of the Chief Executive Officer (CEO).
A separate instruction for the Board of Directors is implemented,
and the Board develops a yearly plan for their work.
In accordance with the provisions of Norwegian company law, the
case processing and responsibilities of the Board are governed by
a set of rules and procedures. The Chair of the board is responsible
for ensuring that the work of the Board is carried out in an efficient
and responsible manner in accordance with the legislation.
The Board has established instructions for the work of the CEO.
There is a clear separation of work between the Board and the
General Manager. The CEO is responsible for the operational
management of the Company.
The Board conducts an annual evaluation of its work, form of work
and competence.
The Board of Directors has adopted an Audit Committee in
accordance with the Company’s Articles of Association § 6 and
the Code of Practice. There is a separate instruction for the Audit
Committee.
According to the company’s Articles of Association, section 6, the
Board decides the members of the committee. The members of
the Audit Committee in Hofseth BioCare are Linda Christin Hoff
(Chair) and Roger Hofseth.
The Company has established its own Compensation Committee
in accordance with the Company’s Articles of Association, section
11. The members of the Compensation Committee are Christoph
Baldegger and Roger Hofseth.
Risk management and internal control
The Board of Hofseth BioCare shall ensure that the Company has
sound internal control and systems for risk management that are
appropriate in relation to the extent and nature of the Company’s
activities. The internal control and the systems should also
encompass the Company’s corporate values, ethical guidelines and
guidelines for corporate social responsibility.
Risk management and internal control is performed through
various processes within the Company, both though the Board of
Directors’ work and the operational management of the Company.
The Board of Directors receives regular reports from management
outlining the financial and operational performance of the
Company. The administration’s reporting is based on input
according to key reporting from the chain of command, as updated
accounting and valuation of accounting items, including relevant
operating data of importance for the assessment of accounting
records. Monthly operating reports are evaluated and decided by
the top management of the Group.
There must be sufficient qualified resources to carry out
appropriate reports which will contribute to effective decision
making and continuous control of the Group’s financial
performance.
In connection with the budget work and approval of the budget,
the Board considers the internal control systems and the most
important risk factors are considered that the Company may be
confronted with. Considering the Company’s growth strategy,
the Board is ensuring that the internal control systems apply
to all aspects of the Company’s operations, including strategic,
operational and financial risk. The Board also assesses the need
for any further measures in relation to the risk factors.
The Board of Directors has adopted guidelines that encompass
the Company’s corporate and ethical values and corporate social
responsibility, cf. Section 1 (Code of Ethics).
The preparation of interim reports and annual reports shall be
in accordance with Norwegian and international principles for
accounting and as further set out in the rules of procedure for
Board of Directors.
The Group’s control environment is assessed as satisfactory,
and the Group has a satisfactory accounting and controlling
department. Parts of the payroll functions are outsourced to an
external accounting firm.
Operative internal control is safeguarded through established
procedures and guidelines to be followed up through line
management and management reporting. Likewise, continuous
risk analysis and control activities are executed. The Board
believes that the scope and level of the said areas is satisfactory
to the Group’s size and complexity.
The Board of Directors, through its Audit Committee and together
with its independent auditor, carries out an annual review of the
Company’s most important areas of exposure to risk and its
internal control arrangements.
The Board of Directors describes in the annual report the main
features of the Company’s internal control and risk management
systems related to the Company’s financial reporting.
Remuneration of the Board of Directors
The compensation to the Board shall reflect the Board’s
responsibility, expertise, time commitment and the complexity of
the Company’s activities.
The remuneration paid to the members of the Board will be
decided by the General meeting. The remuneration paid to the
members of the committees will be decided by the General
Meeting having considered proposals by the Board in line with the
Code. Information about the fee paid to the Board and committees
is stated in the annual report.
There is an authorization the board may use in connection with the
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
HOFSETH BIOCARE | ANNUAL REPORT
7
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
issuance of shares to Directors and employees of the Company.
Remuneration of the members of the Board can be done in shares
instead for cash payment.
Remuneration of executive personnel
The Board of Directors prepares guidelines for the remuneration of
the executive personnel. The guidelines have been communicated
to the General Meeting through a management salary statement.
The Company’s performance-related remuneration of the executive
personnel is linked to value creation for shareholders or the
Company’s earnings performance over time and the Company
strives to ensure that its arrangements are in line with the
guidelines.
Information and communications
Hofseth BioCare’s information policy shall be based on openness
and equal treatment of all shareholders, and the Company has
resolved to comply with the Oslo Børs’ Code of Practice for
Reporting IR Information.
Hofseth BioCare strives to continuously publish all relevant
information to the market in a timely, effective and non-
discriminatory manner. All stock exchange announcements are
made available both on the Company’s website and on the Oslo
Stock Exchange news website www.newsweb.no and are also
distributed to news agencies (via GlobeNewswire).
The Company publishes its preliminary annual financial
statements by the end of February, together with its fourth quarter
results.
The complete annual report and financial statements are made
available to shareholders no later than three weeks prior to the
annual General Meeting, or, at the latest, by 30 April each year,
which is the last date permitted by the Securities Trading Act. For
2024 the complete annual report and financial statements were
approved and published 11 April 2025.
Quarterly results are published within two months after the close
of the quarter.
The Company’s financial calendar for the coming year is published
no later than 31 December in accordance with the rules of the
Oslo Stock Exchange. The financial calendar is available on the
company’s website and on the Oslo Stock Exchange website.
Quarterly reports and presentation material are available on the
Company’s website, www.hofsethbiocare.com.
Take-overs
It is a fundamental principle to Hofseth BioCare that all
shareholders are treated equally. Openness in respect of take-
over situations is important in ensuring equal treatment of all
shareholders.
The Company will not seek to hinder or obstruct take-over bids for
the Company’s activities or shares unless there are reasons for
this.
In the event of a take-over bid for the Company’s shares, the Board
of Directors should not exercise mandates or pass any resolutions
with the intention of obstructing the take-over bid unless this is
approved by the General Meeting following announcement of the
bid.
If an offer is made for the Company’s shares, the Company’s Board
of Directors should issue a statement making a recommendation
as to whether shareholders should or should not accept the offer.
The Board of Director’s statement on the offer should make it
clear whether the views expressed are unanimous. If this is not
the case, it should explain the basis on which specific members of
the Board of Directors have excluded themselves from the Board
of Directors’ statement. The Board of Directors should arrange a
valuation from an independent expert. The valuation should include
an explanation and should be made public no later than at the time
of the public disclosure of the statement.
Any transaction that is in effect a disposal of the Company’s
activities should be decided by a General Meeting, except in cases
where such decisions are required by law to be decided by the
General Meeting.
Auditor
EY is the auditor for Hofseth BioCare and is appointed by the
General Meeting.
The auditor shall annually submit to the audit committee the
main features of the plan for the auditing work. Furthermore,
the auditor shall at least once a year prepare a report containing
its opinions on the Company’s accounting policies and internal
control. The auditor participates in board meetings dealing with the
consolidated financial statements for the Group and the company.
In meetings with the Audit Committee and the board auditor
shall explain any material changes in the Company’s and Group’s
accounting policies, the assessment of the significant estimates
and all significant matters that there has been disagreement about
between the Company and the auditor. The Board has annual
meetings with the auditors without the group management teams
present.
There are no written guidelines for executive management’s use
of auditors for services other than auditing. This differs from
«Norwegian recommendation for corporate governance». However,
the auditor reports to the audit committee on which non-audit
services have been provided to the Group and the Company.
Throughout the year, the audit committee is responsible for
approving the services provided by the auditor, as well as the fees
for such services.
The Audit Committee in conjunction with the annual report for
2025, received a written confirmation from the auditor that he
satisfies established and legitimate independence requirements.
Information about the auditor’s remuneration for auditing and other
services will be provided to the annual General Meeting.
The auditor’s remuneration is disclosed in note 5 to the financial
statements.
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
HOFSETH BIOCARE | ANNUAL REPORT
9
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
In the Consumer and Pet Health business,
revenues were broadly stable, while profitability
improved meaningfully. The Brilliant™ brand
continued its geographic expansion, securing
new customer agreements in Europe and
extending its presence to more than 25 countries
globally. Improved supply conditions toward the
end of the quarter positioned the B2C business
for accelerated growth in the second half of the
year, particularly within softgel products.
Human Nutrition B2B sales recorded strong
year-on-year growth, driven by increased demand
in Europe, China, and Southeast Asia. CalGo
®
continued to gain traction with repeat B2B
customers, supported by new product launches
and positive customer feedback.
R&D remained a central value driver during the
quarter. The CalGo
®
bone health study confirmed
its ability to prevent further bone loss and
indicated a trend toward increased bone mass,
strengthening its positioning within healthy
aging applications. NT-II™ reached another
milestone with preclinical analyses accepted for
publication. In parallel, planning commenced for
a cognitive health study of ProGo
®
in Alzheimer’s
patients in China, reflecting the expanding scope
of the bioactive peptide platform. In oncology,
FT-002a achieved peer-reviewed publication of
encouraging anti-tumor results, while progress
continued across asthma and gastrointestinal
indications.
The company also strengthened its ESG
framework during the quarter with the
publication of its internally developed 2024 ESG
report and an improved EcoVadis Bronze rating.
Employee health indicators showed positive
trends, including reduced sick leave, while
improved incident reporting reflected increased
transparency and awareness.
Third quarter
The third quarter of 2025 was characterized
by continued operational execution, strategic
progress in R&D, and important financial
developments. Production and supply chain
performance remained stable, with high-capacity
utilization supported by expanded raw material
sourcing and improved logistics. Inventory
levels increased in line with higher activity and
anticipated demand in the latter part of the year.
Commercial activity remained focused on
higher-value markets. Human nutrition and
functional ingredient sales continued to benefit
from established customer relationships and
ongoing scientific validation, while consumer
and pet health products maintained their
international footprint.
Scientific progress accelerated during the
quarter. The company continued to build its
clinical and preclinical evidence base across
multiple therapeutic and health areas. ProGo
®
peptides advanced further within metabolic
health and body composition research, with
additional clinical studies planned for lower-dose
applications and use in combination with GLP-1
therapies. SPHi peptides demonstrated strong
anti-inflammatory effects in gastrointestinal
disease models, and preparations progressed
for regulatory submissions required to initiate
clinical studies in pediatric IBD.
Within pharmaceutical development, AecorBio
continued preclinical work on FTH1-modulating
peptides targeting prostate cancer, with animal
studies demonstrating significant anti-tumor
effects. Parallel work explored potential
applications in restless leg syndrome, an
area with limited existing treatment options.
Intellectual property protection strategies were
further strengthened to support long-term value
creation across these programs.
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Important events in 2025
First quarter
The first quarter of 2025 was characterized
by continued strategic execution across
commercial, operational, and scientific activities,
despite a challenging start to the production
season. After the scheduled annual maintenance
shutdown in January, raw material volumes
remained below historical levels into mid-
February due to unusually high salmon prices
affecting supplier output. From late February
onwards, raw material availability increased
sharply, and the Midsund facility responded with
a significant ramp-up in production, culminating
in the highest three-week production period in
the company’s history. During this period, the
plant sustained throughput levels 15–20% above
its previously rated capacity while maintaining
product quality and yields.
Commercially, the company reported solid
revenue growth driven by continued demand for
higher-margin human and pet health products.
Total operating revenues increased year-on-
year, supported by a favorable shift in product
mix toward human nutrition and functional
ingredients, partially offset by ongoing pressure
in the commodity salmon oil market. The
company implemented organizational and
cost-efficiency measures during the quarter,
including targeted restructuring actions
aimed at strengthening long-term operational
performance.
A key strategic milestone was reached with the
decision to initiate construction of a second
enzymatic hydrolysis facility in Berkåk, Norway.
The project is supported by a EUR 5 million
loan from long-standing customer and partner
Symrise, complemented by a NOK 60 million
bank facility. Once completed, the Berkåk
expansion is expected to triple HBC’s current
production capacity and further strengthen
its position as a global supplier of science-led
marine ingredients. Preparatory work on permits,
mass balance, and process design commenced
during the quarter, with the project progressing
according to plan.
The company continued to advance its R&D
portfolio in the first quarter. NT-II™ demonstrated
promising clinical results in joint health,
with findings presented at the ICFSR 2025
conference. Progress was also made across
the pharmaceutical pipeline, including FT-002a
for prostate cancer and MA-022s for allergic
asthma, alongside continued preparations
for an IND submission related to the pediatric
inflammatory bowel disease (IBD) study of
SPHi peptides in collaboration with Stanford
University.
Second quarter
The second quarter of 2025 marked a period of
operational intensity and margin improvement.
High production throughput at the Midsund
facility continued from late Q1 into Q2, with
the plant achieving record average processing
volumes over rolling weekly and monthly
periods. During the first half of the year, the
facility processed more raw material than at
any previous comparable period in its history,
demonstrating both increased capacity and
improved process control.
Despite somewhat softer top-line revenues in the
quarter, gross margins expanded significantly as
the company continued its strategic transition
away from bulk commodity products toward
higher-value human and pet health ingredients.
Operational discipline and cost control
contributed to a positive Operational EBITDA,
reflecting improving underlying profitability in the
core business.
The board of director’s report 2025
HOFSETH BIOCARE | ANNUAL REPORT
10
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
From a financial perspective, the company
experienced a temporary breach of financial
covenants at the end of the quarter, reflecting
timing effects related to working capital
and investment activity. This situation was
subsequently remedied through preperation for
the private placements, and certain unsecured
loans in the fourth quarter, restoring compliance
and strengthening the balance sheet.
Fourth quarter
The fourth quarter of 2025 concluded a year
of significant operational scaling, commercial
repositioning, and scientific progress for Hofseth
BioCare. Operational performance reached a new
milestone, with the Midsund facility processing
5,288 tonnes of raw material during the quarter.
This confirmed the successful validation of an
annualized processing capacity of approximately
24,000 tonnes and demonstrated the organi-
zation’s ability to sustain higher throughput levels
while maintaining product quality and yields.
Commercially, activity accelerated toward year-
end. Revenues increased sharply compared with
the third quarter, supported by higher volumes
and continued progress in the shift toward
higher-value human and pet health ingredients.
While market conditions for bulk salmon oil
remained challenging, gross margins proved
resilient, reflecting the company’s ongoing
strategic transition away from commodity
exposure and toward science-driven specialty
products. Human Nutrition B2B sales delivered
strong year-on-year growth, driven by demand
in Europe and Asia for ProGo
®
and OmeGo
®
,
supported by expanding scientific validation and
customer adoption.
During the quarter, HBC achieved important
regulatory milestones, securing ingredient
approvals in Australia and South Korea. These
approvals enable market entry into two large
and strategically important regions for vitamins,
minerals, supplements, and functional foods,
and form the basis for ongoing discussions
with distribution partners aimed at future
commercial launches. The Pet Nutrition B2B
business also showed improvement compared
with earlier quarters, supported by increased
customer engagement, product evaluations,
and growing interest in clinically differentiated
solutions within joint health and healthy ageing
applications.
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
The Consumer and Pet Health (B2C) business
continued its structural improvement trajectory
during the fourth quarter. While revenues were
broadly stable year-on-year, profitability improved
materially, reflecting cost-efficiency measures
implemented earlier in 2025, improved supply
conditions, and a more robust product mix.
These developments position the B2C business
for renewed growth as the company enters 2026
with improved inventory availability and new
customer agreements.
Research and development remained a core
strategic focus. A key milestone was reached
with the peer-review publication of the CalGo
®
bone health study, confirming prevention of
further bone loss and indicating a trend toward
increased bone mass. Preparations progressed
for additional clinical studies, including an
NT-II™ joint health trial scheduled to commence
in early 2026, and continued work on ProGo
®
within metabolic and cognitive health. Within
pharmaceutical development, the company’s
U.S. research spin-out, AecorBio Inc., advanced
its oncology and asthma programs, supported by
encouraging preclinical results and strengthened
intellectual property protection.
From a financial and governance perspective,
the company was in process with a private
placement in the quarter, restoring compliance
with financial covenants on the date of this
report, following a temporary breach at the
end of the third quarter. The private placement
is expected completed in Q2 2026, and the
transaction will strengthen liquidity and the
balance sheet, providing financial flexibility to
support ongoing operations, R&D activities,
and strategic initiatives. In parallel, the
company continued to strengthen its ESG
and organizational framework, including the
introduction of a Supplier Code of Conduct and
the implementation of a new digital HR system
to improve transparency, governance, and
internal communication.
Financial results
Revenues and profits
The Group generated gross operating revenues
of NOK 256.3 million in 2025, down from NOK
265.5 million in 2024, including net revenue
from the sale of patents of NOK 8.1 million.
Correspondingly, the parent company recorded
gross revenues of NOK 259.9 million, compared
to NOK 267.0 million in 2024. Operating costs,
excluding depreciation and amortization,
amounted to approximately NOK 329.3 million in
2025, compared with NOK 330.8 million in 2024.
For the parent company, operating expenses
were around NOK 326.4 million in 2025 versus
NOK 319.4 million in 2024.
The Group reported an operating loss of NOK
112.3 million in 2025, compared with a loss
of NOK 105.1 million in 2024, while the parent
company’s operating loss was NOK 102.7 million
in 2025 versus NOK 88.4 million in 2024. Net
financial result for the Group was NOK -22.4
million in 2025, compared with NOK -20.2 million
in 2024; for the parent company, the net financial
result was NOK -24.9 million in 2025 and NOK
-9.5 million in 2024.
Consequently, the Group’s loss before tax
amounted to NOK 134.7 million in 2025, as
opposed to NOK 125.3 million in 2024, while
the parent company’s loss before tax was NOK
127.6 million in 2025 compared to NOK 97.9
million in 2024. With no tax expense recognized
in either period, the Group’s net loss for the year
stood at NOK 134.9 million in 2025, compared
with a net loss of NOK 125.3 million in 2024;
correspondingly, the parent company recorded
a net loss of NOK 127.6 million in 2025 versus
NOK 97.9 million in 2024.
Financial position
As of 31 December 2025, the Group’s
consolidated balance sheet totaled NOK 394.3
million, down from NOK 339.4 million at the end
of 2024. The Group’s equity decreased to NOK
negative 75.5 million in 2025, corresponding to
an equity ratio of -19.2%, compared to NOK 60.0
million 17.5% equity ratio) at the end of 2024.
The parent company’s balance sheet total was
NOK 443.3 million in 2025 compared to NOK
377.3 million in 2024, with equity amounting
to NOK -6.3 million in 2025 versus NOK 120.4
million in 2024; the corresponding equity ratio for
the parent company was -1.4% in 2025 versus
31.9% at the end of 2024.
At year-end 2025, the Group held cash and
cash equivalents of NOK 67.1 million, up from
NOK 28.6 million at the end of 2024. Including
available credit facilities, the Group had total
liquidity of NOK 77.5 million.
At the end of 2025 the Group had NOK 188.6
million in long-term interest-bearing debt,
compared to NOK 25.1 million last year. The
parent company had NOK 188.6 million and NOK
25.1 million respectively. The group had NOK
89.6 million in long term lease liabilities per year
end and NOK 86.6 million in 2024. The parent
company had NOK 76.7 million and NOK 71.8
million respectively. The Group had short-term
interest-bearing debt of NOK 56.5 million from
draw down credit facilities, compared to NOK
48.0 million last year. The parent company
had NOK 56.5 million and NOK 48.0 million for
2025 and 2024 respectively. Short-term lease
obligations amounted to NOK 15.7 million per
year end of 2025, compared to NOK 11.2 million
in 2024 for the Group. The parent company had
short-term lease liabilities of NOK 13.8 million
and NOK 9.4 million for 2025 and 2024. Other
current liabilities amounted to NOK 24.8 million
for the Group, compared to NOK 15.6 million per
year end 2024.
Cash flows
For the full year 2025, the Group’s cash flow
from operating activities amounted to NOK
-27.8 million, compared to a negative cash
flow of NOK 11.4 million in 2024. Net cash
flow from investing activities was NOK –20.5
million in 2025, compared to NOK –4.1 million
in 2024. Financing activities generated a net
cash inflow of approximately NOK 91.5 million
in 2025, compared to NOK 15.5 million in 2024.
Consequently, the net change in cash and cash
equivalents for 2025 was NOK 41.5 million,
resulting in an ending balance of NOK 67.1
million, up from NOK 25.6 million at the close
of 2024. The parent company’s cash flows were
as follows: operating activities of NOK -91.0
million, investing activities of NOK -2.9 million,
and financing activities of NOK 101.1 million
for 2025, compared with NOK 2.1, NOK -4.0 and
NOK 2.4 million in each category in 2024.
Going concern
In accordance with the accounting act § 2-2(8)
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11
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
58%
(61%)
29%
(30%)
13%
(9%)
Europe
Geografical spread revenue
Asia
North America
394.3
Consolidated balance
NOKm
2025
339.4
2024
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
we confirm that the condition for continued
operations is present and that the annual report
have been prepared based on the going concern
assumption.
The company has a credit facility of 67 million
NOK, whereof 10.5 million NOK is available as of
the end of the year. Additionally, the board has
been authorized by the extraordinary General
Meeting held on 20 November 2025 to issue up
to 96,578,428 new shares. These authorizations
are intended to be utilized in case the parent
company requires additional equity and liquidity.
As of 31 December 2025, the Company is not in
breach with any covenants or loan conditions,
as the company has agreed to include certain
unsecured loans for calculations of covenant
equity.
The Group is exposed to liquidity and refinancing
risks related to the maturity profile of its financial
liabilities and the requirement to maintain
sufficient liquidity to meet interest and principal
payments as they fall due. Continued covenant
compliance and debt servicing capacity depend
on the Group generating sufficient operating
cash flows and maintaining access to financing.
Management monitors liquidity and covenant
compliance closely and based on current
forecasts the Board considers it appropriate
to prepare the financial statements on a going
concern basis. Refer to note 16 for more details
on the Group’s and the parent company’s
interest-bearing debt conditions, as well as
note 18 for information on liquidity risk and the
maturity structure of the Group’s liabilities.
The operations of the Group are subject to
uncertainty with respect to its ability to sell
products at favorable margins and maintain
adequate cash reserves. If additional resources
are needed to ensure continuity of operations
and support planned activities aimed at
generating positive cash flow and profitability,
the Board will consider appropriate measures
such as obtaining loans or equity.
The current outlook indicates a positive trend,
and the Board will take necessary steps to
sustain this momentum. If the group and the
parent company do not meet the financial
targets, the group will take steps to secure
additional liquidity in 2026.
In October 2025, the Company announced a
successful placing of new ordinary shares with
gross proceeds of NOK 158 million. As of the
date of this Annual report, the Company still has
not received all share deposits and has not been
able to complete the transaction. The Board still
expect the transaction to be completed in Q2
2026 to strengthen the Company balance sheet
and cash balance.
Due to the factors described above, there
is material uncertainty for the Company to
continue as a going concern over the next 12
months. Assuming a going concern, the group’s
and the parent company’s assets and values are
currently present. However, the value of some
of the group’s and the parent company’s assets
may be lower than their carrying amounts in
a potential forced sale related to liquidation.
This uncertainty is primarily related to the value
of intangible assets, fixed assets, financial
assets, and investments, as well as the value of
inventories.
Allocation of earnings
Net loss for the parent company Hofseth
BioCare ASA is NOK -127.6 million in 2025.
The board proposes the following allocation
of the loss:
Share premium: -117.2 million
Uncovered loss: -10.4 million
Total: -127.6 million
Risk and risk management
Risk management
The Group operates in an industry exposed
to multiple risk factors. These risks stem not
only from inherent production processes but
also from external factors such as supplier
conditions, customer dynamics, evolving
regulatory frameworks, and broader market
trends. Any adverse developments in these areas
may negatively affect the Group’s business,
financial position, and its ability to execute
projects. For a more detailed discussion, please
refer to note 18 “Financial Risk Management” in
the financial statements.
Operational risk
The biotechnology sector is characterized by
tightly integrated and interdependent production
processes. At Hofseth BioCare, production is
highly integrated across various stages, meaning
that any disruption in a single step could halt
part or all the production line. In recent years,
significant improvements have been made to the
production lines, providing enhanced resilience
in the event of a breakdown in one component.
Comprehensive monitoring systems are in place,
and staff continuously optimize processes to
maintain operational continuity. Contingency
measures have been implemented and are
monitored in real time to ensure that, should a
critical function fail, alternative processes can be
quickly activated. The expertise and stability of
the workforce, especially at the Midsund plant,
where most production occurs, remain essential
in mitigating downtime and protecting revenues.
Market risk
The Group mitigates market risk by diversifying
its geographical footprint and market areas. With
distributors operating in more than 60 countries,
local market expertise is leveraged to tailor
sales strategies across Europe, North America,
and Asia. In addition to targeting multiple areas
within human nutrition, such as sports nutrition,
supplements, and health foods, the Group
also serves the pet and feed industries, further
reducing reliance on any single market.
Recent geopolitical uncertainties, including
ongoing wars and significant political and macro
financial changes observed in 2025 and into
2026, have added a layer of complexity to the
global market environment. These developments
can disrupt supply chains, alter regulatory
landscapes and geographical focus, and affect
consumer confidence, potentially leading to
fluctuations in demand and pricing. The Group
actively monitors these geopolitical risks and
is prepared to adjust its market strategies to
mitigate any adverse impacts on sales and
overall business performance.
Foreign exchange risk
Hofseth BioCare conducts transactions in
multiple currencies, primarily US dollars and
Euros. Exchange rate fluctuations inherently
affect both the cost of raw materials and the
pricing of products sold internationally. The
HOFSETH BIOCARE | ANNUAL REPORT
12
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
uncertainty stemming from global geopolitical
tensions, exacerbated by conflicts and political
shifts seen in 2024, 2025 and expected to
continue into 2026, has increased the volatility
of currency markets. These uncertainties can
lead to unpredictable swings in exchange rates,
impacting revenue streams and cost structures.
To manage this exposure, the Group employs
currency hedging strategies designed to
stabilize cash flows and provide more
predictable cost bases. However, despite
these measures, residual volatility remains a
challenge. Continuous monitoring and agile
financial planning are essential to navigate these
turbulent conditions, ensuring that the Group
can respond effectively to rapid changes in the
global economic landscape.
Interest rate risk (own financing, deposits)
Changes in general interest rates can influence
the cost of financing as well as the value
of the Group’s assets. Given the reliance on
external financing and the management of
deposits, fluctuations in interest rates are
closely monitored as part of the broader risk
management strategy.
Credit risk
To minimize potential losses from customer
defaults, the Group continuously assesses
the creditworthiness of its customers. All
receivables are either insured through Coface
Norway or secured via upfront cash payments
prior to shipment. By targeting medium to large,
well-established business associates with
robust credit ratings, Hofseth BioCare limits its
exposure to credit risk while supporting a stable
marketing and distribution strategy.
Financial and liquidity risk
Liquidity management is a central component
of the Group’s risk strategy. As of 31 December
2025, the Group reported cash and cash
equivalents of NOK 67.1 million, with total
available liquidity, including credit facilities,
amounting to NOK 77.5 million. The Group
closely monitors its cash flow forecasts monthly
to ensure that adequate cash reserves and credit
lines are maintained.
The credit facility balance drawn and the total
facility amount are reported as NOK 56.5
million and NOK 67 million, respectively. These
measures help safeguard against unforeseen
cash shortages and support ongoing investment
and operational needs.
Risk insurance
While proactive risk management is in place,
certain risks cannot be entirely eliminated
through internal controls. Hofseth BioCare
mitigates these residual risks through a
comprehensive insurance portfolio. The
insurance coverage includes business
interruption, equipment and property damage,
third-party and product liability, directors’ and
officers’ liability, as well as various personnel-
related risks.
Organization
Hofseth BioCare AS was founded in 2009, with
the conversion to a publicly listed company
(ASA) in 2011. At the end of 2025, Hofseth
BioCare Group had a total of 84 employees.
The company`s work related to the Equality
statement (ARP statement) is described in the
company`s ESG report, which is available on the
company`s webpage.
Working environment
The group’s working environment is considered
good. The Board emphasizes great importance
and priority to reduce absenteeism and
preventing injuries. Five work-related accident
occurred during the year that resulted in
absence. Long-term absence in 2025 was 4.13%,
compared to 1.43 % in 2024, short-term absence
was 2.71 %, compared to 3.14 % in 2024. Total
absence was 6.84 % in 2025 compared to 4.56 %
in 2024. Risk analysis is the basis for measures
to be taken to prevent damage or other adverse
events to occur. This is a key element in Hofseth
BioCare’s work with HSE.
Understanding risk is essential to prevent
dangerous situations. This will be handled
continuously and HSE training is considered
good. Risk analysis work is being followed up
continuously. If HSE non-conformities occur,
measures will be put in place to prevent such
non-conformities from happening again.
Hofseth BioCare has a partnership with Medi3
who takes care of occupational health in the
Group. All employees will also in 2026 undergo
a medical examination. For HBC Berkåk AS
an occupational health agreement has been
established with Falck. This is a requirement
for all companies that belong to our industry
group ref. Section 13 of the Regulations for
Injury and illness absence
Berkåk
2025
Midsund
2025
Adm.
2025
Group
2025
Total absence (%) 13.06 6.99 1.13 6.84
Total working hours (all) 14 949 60 782 30 771 106 501
-specification:
Short term absence (%) 0.80 3.22 0.32 2.71
Long term absence (%) 12.26 3.77 0.81 4.13
Number of injuries 0 5 0 5
Number of work-related accidents 0 12 0 12
organization, leadership, and participation.
Equality
Hofseth BioCare aims to practice equality and
avoid discrimination in all aspects of our HR
and recruitment policies. Hofseth BioCare
actively works consciously to equally promote
recruitment of female and male managers
and employees. At the end of 2025, 20 of 84
employees in Hofseth BioCare were female, 1
of 4 members of the management team were
female, and on the Board of Directors, 3 of 6
members were female.
Environment
Hofseth BioCare is working to reduce its
environmental impact in several areas. The main
environmental impact is related to the plant in
Midsund. The emissions are mostly associated
with the production process which incur some
emissions to air and sea, although we aim to
always satisfy the restrictions for such emission.
Hofseth BioCare is also working on minimizing
its total energy consumption. All organic material
that has not been heat-treated goes through a
treatment plant and is treated with acid with the
right pH and holding time before it is discharged
into the sea. Hofseth BioCare has routines for
sampling and measurement of wastewater to
be within the imposed requirements. All waste
from the production at Midsund are sorted and
delivered to recycling, or disposal as hazardous
waste. Organic waste from the process is
delivered to approved manufacturers of biogas.
Residual waste is collected in a separate
compactor and delivered to the incinerator.
Plastic, cardboard and paper are sorted and
delivered to recycling. Waste from our laboratory
is collected and delivered in special containers
as special waste. Steel and electric waste is
delivered to an approved landfill.
Hofseth BioCare transports mainly by road
and sea to our customers around the world.
Through the optimization of transport and raw
material sourcing by trucks within Norway, the
group aims to reduce the need for long-haul
operations. Transport of finished products are
mainly to Europe, Asia and the United States. For
Europe, transport is done by road, by railway, or
sea. To the United States and Asia, we transport
mainly by sea. The group intends to transport
more goods by rail and boat if solutions for
HOFSETH BIOCARE | ANNUAL REPORT
13
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
Total employees
Hofseth BioCare Group
84
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
such transport can compete with road transport
regarding speed and infrastructure.
Corporate social responsibility
See our separate ESG report prepared about
the strategy to take an active responsibility
around our business. This is published on the
company`s webpage at the date of publication of
the Annual report.
Transparency Act
The company will publish a separate report on
the company`s webpage before 30.06.2026.
Shareholders
At the end of the year the company had 1,638
shareholders. For further details about the
shareholders, see note 24 to Hofseth BioCare
ASA’s financial statements. The company has
no provisions restricting the right to sell the
Company’s shares.
Related parties
Related party transactions are made on
commercial terms in accordance with the «arm’s
length» principle. A complete and detailed
overview of transactions with related parties
is included in note 6 to Hofseth BioCare ASA’s
financial statements.
Corporate governance
Hofseth BioCare ASA aims to maintain a high
standard of corporate governance. A healthy
corporate culture is the key to retain confidence
in the company, ensuring access to capital
and ensuring a high degree of value creation
over time. All shareholders are treated equally
and there should be a clear divide of roles
and responsibilities between the Board and
management.
Hofseth BioCare follows the Norwegian Code of
Practice for Corporate Governance of 30 October
2014. A more complete description of how
Hofseth BioCare follows the recommendation
and the 15 provisions, can be found on https://
hofsethbiocare.com/investors/corporate-
governance
Outlook
Hofseth BioCare enters 2026 with strengthened
operational capabilities, expanding scientific
validation, and a clearer strategic focus on
higher-value marine ingredients for human and
pet health. The progress achieved during 2025
including record production volumes, continued
development of the Company’s clinical pipeline,
and important steps toward expanding
production capacity, we are confident in our
ability to drive continued growth and innovation
in both human and pet nutrition.
Operationally, the company has demonstrated
its ability to scale production while maintaining
quality and process stability. During 2025, the
Midsund facility achieved record processing
volumes and validated an annualized capacity of
approximately 24,000 tons of raw material.
As we look ahead, HBC will continue its strategic
transition toward higher-margin human and pet
health ingredients while reducing exposure to
commodity markets. Demand for scientifically
validated marine peptides and oils remains
strong across key regions, particularly in Asia
and USA. During the coming year, our close
collaboration with key distribution partners will
help us navigate through ongoing geopolitical
uncertainties and adjust our strategies as
needed, while we focus on expanding customer
partnerships, strengthening distribution
networks, and leveraging new regulatory
approvals to support market entry into additional
regions, including Australia and South Korea.
Research and development will remain a
cornerstone of our long-term value creation
strategy. Collaborating with esteemed research
institutions and clinical partners, we will further
elucidate the therapeutic benefits of our
products, paving the way for new applications
and innovative formulations that address
evolving consumer needs. Our focus in 2026
is on commercializing on existing research to
achieve further sales growth and transitioning
to a positive EBITDA while upholding rigorous
financial discipline and long-term value creation.
Within pharmaceutical development, AecorBio
Inc. will continue advancing its oncology and
inflammatory disease programs, supported by
strengthening intellectual property protection
and encouraging preclinical data and expected
IND status in 2026.
A key strategic initiative for the next years, is
the expansion of our production capacity at
the Berkåk facility to convert the Berkåk site
into a state-of-the-art multi-species enzymatic
hydrolysis plant to meet growing global demand
for marine bioactive ingredients.
The Board also recognizes that the company
operates in a dynamic and sometimes
challenging market environment, including
volatility in raw material availability, commodity
prices, and global supply chains. Sustainability
remains deeply embedded in Hofseth BioCare’s
business model. By upcycling fresh salmon
off-cuts into clinically validated bioactive
ingredients, the company contributes to both
improved human and animal health and the
advancement of a circular marine economy.
Continued improvements in ESG governance,
supply chain transparency, and operational
reporting will support the company’s long-term
sustainability objectives.
With a strengthened operational foundation, a
differentiated science-based product portfolio,
and clear strategic priorities, Hofseth BioCare is
well positioned to pursue further growth in the
years ahead. The company remains committed
to delivering innovative marine-derived health
solutions while creating sustainable long-term
value for customers, partners, and shareholders.
HOFSETH BIOCARE | ANNUAL REPORT
14
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Hofseth BioCare ASA Board of Directors,
Ålesund, 27 March 2026
Jon Olav Ødegård
CEO
Linda Christin Hoff
Chair of the board
Maria Bech
Board member
Roger Hofseth
Board member
Crawford Currie
Board member
Amy Novogratz
Board member
Christoph Baldegger
Board member
HOFSETH BIOCARE | ANNUAL REPORT
16
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
Content Financial statements and notes
Statement of comprehensive income ...............................................17
Statement of financial position ..........................................................18
Statement of cash flows ....................................................................19
Statement of changes in equity .........................................................20
Notes to the accounts ........................................................................21
Note 1 Accounting policies ..............................................................21
Note 3 Segment information ............................................................28
Note 4 Cost of sales and other operating expense ........................29
Note 5 Employment costs and expenses for
employees and benefits for senior employees .................................29
Note 6 Related party transactions ....................................................31
Note 7 Financial income and expenses ...........................................32
Note 8 Income taxes .........................................................................32
Note 9 Earnings per share .................................................................33
Note 10 Intangible asset ....................................................................33
Note 11 Fixed assets ..........................................................................35
Note 12 Leases ..................................................................................36
Note 13 Changes in liabilities from financial activities ...................38
Note 14 Fair value measurement ...................................................... 39
Note 15 Financial assets ....................................................................40
Note 16 Interest-bearing debt and borrowings .................................40
Note 17 Financial assets and liabilities by category .......................41
Note 18 Financial risk management ..................................................42
Note 19 Inventory ................................................................................45
Note 20 Trade receivables and other current receivables ................46
Note 21 Cash and cash equivalents ..................................................47
Note 22 Equity investments ...............................................................48
Note 24 Share capital, shareholders and dividends .........................50
Note 25 Subsequent events ...............................................................51
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
17
Consolidated (IFRS) Parent company (IFRS)
(Amounts in NOK 1 000) Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024
Operating revenues and expenses
Sales revenues 3, 6 254 430 256 825 254 162 256 699
Gain on sale of assets 3, 6, 22 0 8 122 0 8 122
Other income 3 1 911 592 5 695 2 206
Total income and revenue 256 340 265 539 259 857 267 026
Cost of sales 2, 4, 6 160 967 169 553 162 468 168 537
Salaries and other payroll expenses 5 81 702 70 670 71 101 60 304
Other operating expenses 4, 6, 14 86 605 90 617 92 796 90 589
Depreciation and Write-downs 10, 11, 12 39 412 39 781 36 160 36 023
Operating profit/loss (EBIT) -112 346 -105 081 -102 668 -88 427
Profit/loss(-) from associated company/joint venture 22 2 154 -7 484 -1 999 0
Financial income 7 13 632 9 015 13 930 11 837
Financial expenses 6, 7, 12, 22 38 147 21 749 36 842 21 308
Net financial expenses 15, 18 -22 360 -20 219 -24 912 -9 470
Loss before taxes -134 706 -125 300 -127 580 -97 898
Tax expense 8 176 0 0 0
Net loss for the period 2 -134 882 -125 300 -127 580 -97 898
Other comprensive income and costs 0 0 0 0
Total comprehensive income -134 882 -125 300 -127 580 -97 898
Comprehensive income attributable to:
Shareholders in HBC ASA -134 881 -125 298
Non-controlling interest -1 -2
Total -134 882 -125 300
Consolidated (IFRS) Parent company (IFRS)
(Amounts in NOK 1 000) Note 2025 2024 2025 2024
Earnings per share
Basic earnings per share 9 -0.33 -0.30 -0.31 -0.24
Diluted earnings per share 9 -0.33 -0.30 -0.31 -0.24
Statement of comprehensive income
Hofseth BioCare ASA – 1 January – 31 December
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
18
Consolidated (IFRS) Parent company (IFRS)
(Amounts in NOK 1 000) Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024
Assets
Non-current assets
R&D, patents etc. 2, 10 36 499 42 430 36 499 42 430
Total intangible assets 36 499 42 430 36 499 42 430
Machinery and equipment 11 46 895 41 802 27 316 38 622
Right of use assets 12 96 959 93 724 82 565 77 147
Fixtures and fittings 11 3 079 2 458 2 944 2 458
Total fixed assets 2 146 932 137 983 112 825 118 227
Investment in subsidiary 7, 22 0 0 124 831 11 231
Investment in associate and joint venture 22 47 853 45 699 45 082 47 080
Non-current financial assets 15 1 195 1 247 1 195 1 247
Total non-current financial assets 49 048 46 946 171 108 59 559
Total non-current assets 232 479 227 359 320 432 220 216
Current assets
Inventory 2, 6, 19 59 826 55 917 58 752 55 203
Trade receivables 2, 6, 20 21 520 18 853 21 131 18 716
Other current receivables 5, 20 13 397 11 716 14 314 59 885
Cash and cash equivalents 21 67 050 25 577 28 645 23 232
Total current assets 14, 15 161 794 112 063 122 843 157 035
Total assets 2, 25 394 273 339 422 443 275 377 251
Statement of financial position
Hofseth BioCare ASA – 1 January – 31 December
Consolidated (IFRS) Parent company (IFRS)
(Amounts in NOK 1 000) Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024
Equity and liabilities
Equity
Paid in equity
Share capital 5, 24 4 111 4 111 4 111 4 111
Share premium 0 55 934 0 116 311
Other paid in equity 0 0 0 0
Total paid in equity 4 111 60 044 4 111 120 422
Retained earnings
Other paid in equity 0 0 0 0
Total retained earnings (+) Uncovered loss (-)
(attributable to equity holders of the parent)
-78 955 0 -10 432 0
Non-controlling interests 22 -690 -689 0 0
Total equity 2, 6 -75 534 59 356 -6 321 120 422
Non-current liabilities
Interest-bearing loans and borrowings 6, 13, 16,
18
Lease liabilities 6, 12, 13 89 585 86 543 76 687 71 822
Total non-current liabilities 16, 17, 18 228 588 111 643 215 690 96 922
Current liabilities
Interest-bearing loans and borrowings 6, 16, 13 56 532 48 020 56 532 47 750
Lease liabilities 6, 12, 13 15 656 11 217 13 833 9 412
Trade payables 6, 23 94 619 93 629 84 806 88 659
Other liabilities 23 74 410 15 557 78 735 14 087
Total current liabilities 16, 17, 18 241 218 168 424 233 906 159 908
Total liabilities 14, 16, 18 469 806 280 067 449 596 256 829
Total equity and liabilities 2, 25 394 273 339 422 443 275 377 251
Jon Olav Ødegård
CEO
Maria Bech
Board member
Linda Christin Hoff
Chair of the board
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
Amy Novogratz
Board member
Christoph Baldegger
Board member
Crawford Currie
Board member
Roger Hofseth
Board member
19
Consolidated (IFRS) Parent company (IFRS)
(Amounts in NOK 1 000) Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024
Cash flow from operating activities
Loss before tax -134 706 -125 300 -127 580 -97 898
Paid tax 8 176 0 0 0
Write down shares 22 0 0 1 999 1 444
Gain on sale of assets 22 0 -8 122 0 -8 122
Depreciation and impairment 2, 10, 11, 12 39 412 39 781 36 160 36 023
Result from associated company/joint venture 22 -2 154 7 484 0 0
Change in inventory 19 -3 910 26 626 -3 550 26 236
Change in trade receivables 20 -2 667 -4 004 -2 415 -4 622
Change in trade payables 23 990 38 468 -3 853 39 622
Change in other accruals 2 881 -144 399 -62 357 -143 940
Reclassification from trade payables to subordinary
loan
23 52 500 144 000 52 500 144 000
Items classified as financing activities 19 671 14 065 18 069 9 360
Net cash flows from operating activities -27 806 -11 400 -91 027 2 105
Cash flow from investing activities
Aquisition of tangible fixed assets 11 -19 732 -2 444 -2 130 -2 411
Proceed from sale of fixed assets 0 0 0 0
Investment in associated company/joint venture 0 0 0 0
Investment in intangible assets 10 -733 -1 629 -733 -1 629
Net cash flow from investing activities -20 465 -4 074 -2 863 -4 040
Cash flow from financing activities
Transaction costs on issue of shares -1 147 -292 -1 147 -292
Proceeds from new borrowings 6, 16, 13 115 818 25 100 115 818 25 100
Interest received 7, 12 2 000 790 2 297 3 612
Interest paid 6, 7, 12, 13 -19 912 -14 855 -18 607 -12 972
Net change credit facility 6, 16, 13 8 783 19 397 8 783 19 397
Repayment of borrowings 6, 16, 13 -271 -541 0 0
Payment of lease liabilities 6, 12, 16, 13 -13 768 -12 440 -11 963 -10 503
Proceeds from borrowings from subsidiary/JV 23 0 0 5 881 0
Payment borrowings from subsidiary/JV 23 0 0 0 -21 925
Net cash flow from financing activities 17, 18 91 503 17 159 101 061 2 417
Cash and cash equivalents at 1 January 25 577 23 890 23 232 22 751
Net foreign exchange differences -1 759 0 -1 759 0
Net change in cash and cash equivalents 43 232 1 686 7 172 481
Cash and cash equivalents at 31 December 21 67 050 25 577 28 645 23 232
Statement of cash flows
Hofseth BioCare ASA – 1 January – 31 December
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
20
Statement of changes in equity
Consolidated (IFRS)
(Amounts in NOK 1 000) Note
Share
capital
Share
premium
Other
paid in
capital
Uncovered
loss
Non-con-
trolling
interests
Total
equity
As of 1 January 2024 3 951 37 876 0 0 -687 41 140
Share issue January 4th 2024 160 143 840 0 0 0 144 000
Share issue cost 0 -292 0 0 0 -292
Other changes 0 -193 0 0 0 -193
Net loss for the period 0 -125 298 0 0 -2 -125 300
Other income and costs 0 0 0 0 0 0
Total comprehensive income 0 -125 298 0 0 -2 -125 300
As of 31 December 2024 2, 5, 24 4 111 55 934 0 0 -689 59 356
As of 1 January 2025 4 111 55 934 0 0 -689 59 356
Share based payment program 0 1 984 0 0 0 1 984
Share issue cost 0 -1 147 0 0 0 -1 147
Other changes 0 -845 0 0 0 -845
Net loss for the period 0 -55 926 0 -78 955 -1 -134 882
Other income and costs 0 0 0 0 0 0
Total comprehensive income 0 -55 926 0 -78 955 -1 -134 882
As of 31 December 2025 4 111 0 0 -78 955 -690 -75 534
Parent company (IFRS)
(Amounts in NOK 1 000) Note
Share
capitall
Share
premium
Other
paid in
equity
Uncovered
loss
Total
equity
As of 1 January 2024 2, 5, 24 3 951 70 661 0 0 74 612
Share issue January 4th 2024 160 143 840 0 0 144 000
Share issue cost 0 -292 0 0 -292
Net loss for the period 0 -97 898 0 0 -97 898
Other income and costs 0 0 0 0 0
Total comprehensive income 0 -97 898 0 0 -97 898
As of 31 December 2024 2, 5, 24 4 111 116 311 0 0 120 422
As of 1 January 2025 4 111 116 311 0 0 120 422
Share based payment program 0 1 984 0 0 1 984
Share issue cost 0 -1 147 0 0 -1 147
Net loss for the period 0 -117 148 0 -10 432 -127 580
Other income and costs 0 0 0 0 0
Total comprehensive income 0 -117 148 0 -10 432 -127 580
As of 31 December 2025 4 111 0 0 -10 432 -6 321
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
21
Notes to the accounts
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
22
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
23
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
24
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
25
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
26
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
27
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
28
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
29
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
30
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
31
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
32
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
33
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
34
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
35
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
36
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
37
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
38
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
39
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
40
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
41
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
42
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
43
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
44
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
45
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
46
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
47
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
48
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
49
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
50
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
51
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
52
Declaration of the Board of Directors and CEO in Hofseth BioCare ASA
We confirm that the financial statements for the period 1 January to 31 December 2025 to the best of our knowledge, have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU /
applicable accounting standards and that the financial statements give a true and fair view of the Group’s assets, liabilities, financial position and results of operations, and that the annual report gives a fair view
of the financial performance and position of the Group, together with a description of the main risks and uncertainties faced by the Group.
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
Hofseth BioCare ASA Board of Directors,
Ålesund, 27 March 2026
Jon Olav Ødegård
CEO
Linda Christin Hoff
Chair of the board
Maria Bech
Board member
Roger Hofseth
Board member
Crawford Currie
Board member
Amy Novogratz
Board member
Christoph Baldegger
Board member
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Statsautoriserte revisorer
Ernst & Young AS
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Postboks 6163, 5892 Bergen
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www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
To the General Meeting in Hofseth Biocare ASA
INDEPENDENT AUDITOR'S REPORT
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Hofseth Biocare ASA (the Company), which comprise:
• The financial statements of the company, which comprise the statement of financial position as at
31 December 2025, the income statement, statement of comprehensive income, statement of
cash flows and statement of changes in equity for the year then ended, and notes to the financial
statements, including material accounting policy information, and
• The financial statements of the group, which comprise the statement of financial position as at 31
December 2025, the income statement, statement of comprehensive income, statement of cash
flows and statement of changes in equity 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 of the company give a true and fair view of the financial position of the
company as at 31 December 2025, and its financial performance and cash flows for the year then
ended in accordance with IFRS Accounting Standards as adopted by the EU, and
• the financial statements of the group give a true and fair view of the financial position of the group
as at 31 December 2025, and its financial performance and 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 in
accordance with the requirements of the 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) (the 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.
We have been the auditor of the Company for 12 years from the election by the general meeting of the
shareholders on 22 July 2014 for the accounting year 2014 (with at renewed election on the 10 May
2024).
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Independent auditor's report - Hofseth Biocare ASA 2025
A member firm of Ernst & Young Global Limited
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements and the Board of Director’s report, which
describes that the Company and Group are dependent on sale of products at favorable margins and
maintain adequate cash reserves, and additional capital inflows through loans or equity in 2026 to
continue as going concern. These events or conditions, along with other matters as set forth in note 1 and
the Board of Director’s report, indicate that a material uncertainty exists that may cast significant doubt on
the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
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 for 2025. In addition to the matter described in the material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report. 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.
Allocation of production costs as part of manufacturing cost of finished products
Basis for the key audit matter
The Hofseth BioCare Group had inventory of
TNOK 59 826, and the parent company had
inventory of TNOK 58 752 per 31 December
2025. Four types of finished goods are produced
from a common production process based on the
same input factors. Allocation of production costs
is calculated on the basis of the expected sales
values of the individual finished products
multiplied with the relative share of the
production yield. As the allocation of production
costs involves significant judgement, this was a
key audit matter.
Our audit response
We evaluated the model used, we compared
input such as the sales values against
representative prices achieved through sales in
2025. We tested the production yield in the
model against reported numbers from factory,
and production costs in the model against actual
costs. We tested the model for allocation of
production costs being mathematically correct.
We refer to note 2, 3, 6 and 19.
Other information
The Board of Directors and Chief Executive Officer (management) are responsible for the information in
the Board of Directors’ report and the other information presented with the financial statements. The other
information comprises annual report and statements on Corporate Governance. Our opinion on the
financial statements does not cover the information in the Board of Directors’ report and the other
information presented with the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the information in the
Board of Directors’ report and for the other information presented with the financial statements. The
purpose is to consider if there is material inconsistency between the information in the Board of Directors’
report and the other information presented with the financial statements and the financial statements or
our knowledge obtained in the audit, or otherwise the information in the Board of Directors’ report and for
the other information presented with the financial statements otherwise appears to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
55
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Independent auditor's report - Hofseth Biocare ASA 2025
A member firm of Ernst & Young Global Limited
and the other information presented with the financial statements. We have nothing to report in this
regard.
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.
Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate
Governance.
Responsibilities of management for the financial statements
Management is responsible for the preparation of the financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU, and 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 ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company 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 the
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, 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
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Independent auditor's report - Hofseth Biocare ASA 2025
A member firm of Ernst & Young Global Limited
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.
• 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 fair presentation.
• 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 requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Hofseth Biocare 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 hofsethbiocareasa-2025-12-31-1-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 (the 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 accordance with
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
56
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Independent auditor's report - Hofseth Biocare ASA 2025
A member firm of Ernst & Young Global Limited
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 accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test 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.
Bergen, 27 March 2026
ERNST & YOUNG AS
The auditor's report is signed electronically
Jørn Knutsen
State Authorised Public Accountant (Norway)
THE BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS AUDITORS REPORT
CORPORATE GOVERNANCEANNUAL REPORT 2025
Content
Corporate governance
The board of director’s report 2025
Financial statements
Statement of comprehensive income
Statement of financial position
Statement of cash flows
Statement of changes in equity
Notes to the accounts
Declaration of the Board of Directors and
CEO in Hofseth BioCare ASA
Auditors report
