Annual Report
NEXT BIOMETRICS GROUP ASA2025
NEXTBIOMETRICS.COM
Contents
3 Letter from the CEO
5 NEXT Biometrics at a glance
6 Report from the Board of Directors
13 Corporate Governance Report
22 Corporate Social Responsibility Report
25 Financial Statements Group
30 Notes to financial statement - Group
63 Financial Statements Parent Company
68 Notes to financial statement - Parent Company
77 Responsibility statement
78 Auditor's report
83 Alternative performance measures
ANNUAL REPORT 20252
21 New design wins, increasing
the total to 85 by yearend, up from
64 a year earlier.
Entered new market segment with
an order for NEXT Basalt FAP20
for access control tablets
(Identity Access Management).
Secured three new orders to the
market in India, a sign that the markets
we serve are regaining momentum,
particularly in India, where tenders
and orders have started to be
issued again by OEMs and
government agencies.
First order for Government ID
use cases in Malaysia.
Extended partnership with US based
solution provider and signed a multi-
year deal for NEXT Oyster III solution.
NEXT continues to invest in
technology that will shape its
long-term strategic position;
2 granted US patents for
full-screen smartphone
authentication
Taiwanese display partner
committed, to co-develop
the full-screen solution, with
the target of showcasing the
prototype at Mobile World
Congress 2027 in Barcelona.
In the beginning of 2026, we secured
NOK 9 million in funding, through a
shareholder loan. Recently, we also
announced an 82% underwritten
Rights Issue yielding gross proceeds
totaling NOK 41-50 million.
Letter from the CEO
DEAR SHAREHOLDER,
Our Annual Report for 2025 covers 2025 and gives an update on developments
in 2026. The results for 2025 did not meet the expectations we had when the
year started. The Aadhaar program was temporarily halted and sluggish during
large parts of 2025 because of a security incident at one competitor’s Aadhaar
integration. The knock-on effects of Aadhaar’s temporary pause are also worth
noting. As Aadhaar is recognised as a quality stamp in biometrics markets in Africa,
South-East Asia and South America, the security incident in India also
impacted these markets.
Below I’ll outline that while the industry is still experiencing some of the factors that
saw our 2025 results fall short of our expectations, increased market momentum in
India and numerous other markets pushing forward with national ID programmes
makes us confident in gradually increasing our revenues during the
coming quarters and years.
Summarising 2025
As previously communicated, the results for
2025 did not meet the expectations we had
when the year started.
You may recall that the Aadhaar program was
temporarily halted and sluggish during large
parts of 2025 because of a security incident
at one competitor’s Aadhaar integration. The
temporary pause in the Aadhaar national and
digital ID program impacted and delayed
operations and deliveries, a trend which
continued throughout 2025.
The new Fake Finger Detection (FFD) test
implemented because of this incident
could only be conducted by STQC, the sole
authorized testing agency. Limited testing
capacity at STQC created certification
backlogs across vendors. This led to a
cascading delay in Aadhaar project rollouts,
and delays in rollouts impacted device
production schedules and reduced
short-term sensor demand.
The knock-on effects of Aadhaar’s temporary
pause are also worth noting. As Aadhaar is
recognised as a quality stamp in biometrics
markets in Africa, South-East Asia and
South America, the security incident in
India also impacted these markets. There
are numerous national and digital ID programs
in these regions, the MOSIP-program which
covers 29 countries being the most significant.
As I mentioned, we are seeing signs that this
disruption will soon be behind us.
In India, with the certification backlog
now largely cleared, Aadhaar activity is
resuming. With our unique liveness detection
capabilities, NEXT is the only supplier to have a
biometric sensor – our Basalt FAP 20 solution
– in the certified modules of two of the seven
OEMs approved in line with the new FFD tests.
In parallel, multiple government agencies
have started issuing new tenders and we
expect demand to accelerate in Q2 2026 and
normalize by Q3 2026. We also see long term,
new use cases opening in hotel registration,
Hospital-Patient registration, e-signing using
fingerprint & payments using Aadhaar.
Separately, we are closely following the Africa,
South-East Asia and South America markets
and have experienced increased market
traction during the last quarter. We actively
pursue these market opportunities globally
and on February 19th, 2026, NEXT secured
the first order for its biometric reader for
Government ID use cases in Malaysia.
Looking ahead, while we have been through
the perfect storm and are still feeling the
aftermath, the certified high-quality of our
products and increased market momentum,
combined with an expanded and well
received product range, makes us confident in
gradually increasing our revenues during the
coming quarters and years. Since last year we
have added another twenty-one design wins,
bringing the total to 85 design wins, reflecting
sustained interest in our high security, large-
Key Highlights
Ulf Ritsvall
CEO
LETTER FROM THE CEO
ANNUAL REPORT 20253
area fingerprint sensor technology across
multiple verticals, including government ID,
banking & finance, access control, and identity
access management. These design wins are
not just milestones — they represent long-term
commercial relationships and future revenue
opportunities. They validate our technology
leadership and confirm that our solutions
address real customer needs in high-security
environments. NEXT’s sensors are designed
into products with lifecycles of 4-10 years.
Our present solutions are integrated
and used within:
Government ID: 10+ national ID
and local programs
Banking & Finance: 150.000+
Point of Sales (POS) terminals
Laptop & Notebooks: 25+ laptop
and tablet models from tier-1 OEMs
Access Control: 650 000 + physical
and logical access control devices
Also playing a part in this confidence,
and something that I’m especially proud
of, is the strong progress we have made
with US patents granted in November 2025
and January 2026. These patents secure
core intellectual property for full-screen
authentication in smartphones, this marks a
total of 38 granted patents for NEXT. We have
strong product development momentum, the
theoretical design is done and, in January
2026, NEXT selected a renowned Taiwanese
display partner, Giantplus, to co-develop the
solution. NEXT and Giantplus are conducting
R&D and technical product development
initiatives with the target of showcasing the
prototype in March 2027 at Mobile World
Congress in Barcelona. Authenticating
anywhere on the display is a long-sought-after
innovation and we are receiving substantial
interest from key industry players.
The increasing market momentum gives solid
ground for optimism, and our main focus in the
near term will be to convert marketable goods
to revenue. This optimism is based on, among
others, newly secured orders in India and the
growing design-win traction we experience
from our customers and partners. Further, at
year end we have inventory valued at net book
value of NOK 25.4 million, which corresponds
to approximately NOK 50 to 70 million
in revenue when sold to end-customers
assuming gross margin at around 50%.
In order to capitalize on the increasing market
momentum NEXT needed to secure the
corresponding funding. Hence, in March 2026
NEXT announced a partially underwritten
rights issue of new shares with preferential
subscription rights for the Company's existing
shareholders to raise gross proceeds of
up to NOK 50 million. The Rights Issue is
partially underwritten by certain new and
existing shareholders, who have committed
to subscribe for NOK 41 million of the total
subscription amount. Further, the Company
has agreed that the initial amount under the
shareholder loan agreement entered into with
certain lenders on 20 January 2026 for the
principal amount of NOK 9 million , will be set
off through the issuance of new shares in the
Company to the lenders at a conversion price
equal to the Subscription Price in the Rights
Issue, upon completion of the Rights Issue.
The announced 82% underwritten Rights
Issue will yield gross proceeds totaling
41-50 million.
As I look back upon the year, I am humbled
by the challenges we have faced. At the same
time, I am immensely proud of what we have
achieved in terms of developing our product
pipeline and I am cautiously optimistic on our
outlook in 2026. I believe this is just the start
of the growth of the biometrics industry and
our company. We aim to continue to lead,
deliver solutions, and pave the way
for biometrics in 2026.
Thank you.
Ulf Ritsvall
2025
LETTER FROM THE CEO
ANNUAL REPORT 20254
NEXT Biometrics
at a glance
NEXT provides advanced fingerprint sensor technology that delivers
uncompromised security and accuracy for the best possible user experience
in banking & finance, government ID, access control, laptop & notebook market
areas. NEXT Biometrics Group ASA is headquartered in Oslo, with sales, support,
and development operations in Seattle, Taipei, Tokyo, New Delhi and Shanghai.
Technology & product development
NEXT Biometrics is a pioneer in the field of
Active Thermal® technology. NEXT’s unique
Active Thermal® technology offers high-
security authentication using ultra-thin sensors
with high image quality and low energy
consumption.
Compared to competing technologies,
Active Thermal sensors offer many
advantages: Secure, future-proof, Cost-
effective performance & integration, Excels in
demanding environments.
NEXT’s sensor solutions have steadily gained
momentum in the industry. This is due to their
large, thin FAP-standardized sensing area
combined with high image quality, high security
level, and low energy consumption.
The products are used in various applications
such as point of sales terminals (POS), readers,
Notebooks and Access solutions.
Its Active Thermal® technologies are certified
by entities including Aadhaar, ChinaID, FBI-PIV,
MOSIP and NIBSS, and has been implemented
in countries including Bangladesh,
China, Ghana, India, Malaysia, Pakistan,
U.S. and Vietnam.
In 2025, we continued our focus on research
and product development as part of our
technology leadership. We set out to further
develop NEXT’s product portfolio, aligning
it with the evolving needs of our customers.
Our FAP20 has long been a flagship product,
highly regarded for its slim form-factor and
compatibility with the leading digital identity
platforms. During the year we focused on
enhancing its capabilities and launching a new
version with an integrated MCU and slim design
targeted for the market in India (L1 Slim). We also
added additional design-wins for our FAP20
China ID sensor, which is targeting the high
security market including banking, health care
and social security applications.
The added customer product integrations are
important milestones that will secure the long-
term development of NEXT’s product
shipment volume.
During the year, we successfully launched
the first version of the Basalt series (FAP30
sized) fingerprint sensor in June 2025. The
Basalt product (FAP30 sized) broadens
NEXT’s product portfolio and makes NEXT a
more attractive partner to international OEMs
(Original Equipment Manufacturers) targeting
high-end solutions. The first OEM customers
have received FAP30 samples and are working
on the end-customer product designs
targeted for the world market.
In addition, the Group’s technology roadmap
includes a new product that targets the
smartphone market. The planned smartphone
product includes fingerprint authentication for
mobile phones Anywhere-on-display. During
the year we have been working on developing
a prototype of this product. Moreover, we have
been working on selecting a display partner
for the development of Anywhere-on-display
authentication (announced subsequent to
year-end). We will continue to progress our
work to secure commercial partnerships and
prepare for the planned product demo that is
scheduled early 2027.
Sales & marketing
The Group has a dedicated global sales
force that has established relationships with
stakeholders in different ecosystems active in
focused market segments. The company has
a diversified customer base, which includes
Biometric technology companies, POS
manufacturers, biometric HW manufacturers,
and Government ID providers. NEXT’s ongoing
business development efforts are expected to
bring additional volumes from new use cases
and targeted niche applications.
Manufacturing
NEXT has established outsourced production
with strong partners in Asia with proven ability
to produce large volumes of high quality and
robust sensors for mass market deployment,
which is highly recognized and appreciated
by existing and potential new customers.
The Group can increase production
capacity rapidly when needed.
ANNUAL REPORT 20255
Report from the
Board of Directors
Summary from the board of directors
2025 was a year of fundamental reset for
the Group. The incoming Board inherited a
business with too optimistic market guidance,
critically elevated receivables, and a joint
venture arrangement with the China external
sales and marketing partner that needed
to be investigated in an independent
external investigation due to irregularities.
This totality required a restatement of
revenues, cost of goods sold and operating
expenses in the 2024 financial accounts,
an immediate need for an equity private
placement at NOK 4.25 per share. A thorough
overhaul of the Group’s financial controls and
revenue recognition practises, was initiated.
With these issues addressed, the Board turned
its attention to rebuild the Group on a sound
foundation. A new strategy for 2026 and 2027
was adopted in December, focused on
monetising existing inventory, advancing the
Finger-on-Display platform, and driving new
sales. Moreover, a cost reduction program
has been initiated.
A global leader in fingerprint sensor technology
NEXT Biometrics Group ASA (“Parent
Company”) is a public limited liability company
incorporated and domiciled in Norway,
with headquarters in Stortorvet 7, 0155
Oslo, Norway. The Parent company and its
subsidiaries (“NEXT” or “the Group”) provides
advanced fingerprint sensor technology
that delivers uncompromised security and
accuracy for the best possible user experience
in the areas of Government ID, Access control,
Laptop&Notebook and Banking&Finance.
NEXT’s fingerprint sensors are unique, using
thermal conductivity to read the fingerprint
image, as opposed to capacitive, ultra sonic,
or optical sensing. This patented sensing
principle allows designs uniquely compatible
with low temperature polysilicon production
processes (“LTPS”) used in high-end displays.
This enables significantly lower production
costs for the Group’s fingerprint sensors
compared to competing sensor technologies.
The Group has developed and markets
a portfolio of fingerprint sensors, sensor
modules, and readers, which may be designed
into a wide range of products and solutions.
The Group has six wholly owned subsidiaries
and a 50% shareholding in the subsidiary that
is controlled by the group. See section The
NEXT Biometrics Group for further details.
NEXT Biometrics Group ASA’s shares are listed
on the Oslo Stock Exchange.
Key Highlights
Revenues for 2025 were NOK 13.4
million, compared with NOK 19.7 million
in 2024.
Adjusted EBITDA
1
was NOK -59.9 million
in 2025, compared with NOK -68.6
million in 2024.
Booked additional material
restatements relating to revenue, cost
of sales, other operating expenses and
accounts receivables relating to 2024
(please see note 26 for details)
Twenty one new design wins were
secured in 2025, bringing the
cumulative total to 85 as at December
2025; these are expected to contribute
to future revenues.
Two US patents granted for full-screen
biometric authentication technology
for smartphones and NEXT selected
a Taiwanese display partner to co-
develop the solution
Launched FAP30 NEXT Granite Sensor
and FAP20 NEXT Basalt L1 Slim to
the market — an important step in
expanding NEXT global footprint and
technology leadership in National IDs,
Banking and Finance. Announced
first FAP30 customer order to the
market in India.
Announced second partner in India
(Evolute) that completed India L1
Aadhaar certification
Secured first mass production orders
in Sri Lanka and Vietnam, both new
market geographics
Achieved rigorous NIBSS certification
after supported its second customer
implementation with a new smart point
of sale (POS) for a top Nigerian bank.
Extended partnership with US based
Identity Access Management (IAM)
solution provider and signed a multi-
year deal for NEXT Oyster III solution.
1
Please see section Alternative Performance measures on page 83 for further details
ANNUAL REPORT 20256
Business overview
The 2025 annual report marks the close of
a challenging year for NEXT, but also the
beginning of what is believed to be a more
constructive phase for the Company. While
financial performance in 2025 did not meet
the targets and expectations set at the start of
the year, there are now obvious signs that the
markets served by NEXT are reopening and
that customer activity is improving.
A principal reason for weak market activity
during 2025 was the temporary disruption to
India’s Aadhaar ecosystem following a security
incident involving a competing solution. This
resulted in a reset of market requirements,
including the introduction of new Fake Finger
Detection (FFD) standards. Because testing
could only be performed by STQC, the sole
authorised agency in India, certification
bottlenecks emerged across the market,
delaying product approvals, customer roll outs,
and short-term sensor demand. These effects
persisted throughout 2025.
At the same time, this development has
reinforced the importance of secure and
robust biometric technology and validates
NEXT’s long standing emphasis on security
and liveness detection. With NEXT’s Basalt
FAP20 solutions included in certified modules
for two of the seven OEMs approved under the
new FFD requirements, NEXT is well positioned
to benefit as certification backlogs ease
and demand in India begins to recover.
In India, the Aadhaar programme has
registered fingerprints for more than one
billion people, providing access to various
governmental services and benefit systems.
NEXT’s local partners will certify their products,
which include NEXT’s FAP20 sensors.
Consequently, the generational upgrade of
India’s national Aadhaar programme and the
resulting demand from NEXT’s local partners
are expected to drive strong demand for NEXT
sensors in 2026 and subsequent years.
Biometric technology is deployed across
laptop and governmental projects and has
been adopted in medical services, devices for
financial inclusion such as pension payments,
point of sale (POS) devices, office and facility
access, voter registration, and time and
attendance solutions.
The Group has developed products and
established a manufacturing platform,
together with sales and marketing capabilities,
to build a business with a significant footprint
and customers in key markets such as banking
& finance, government ID, access control,
laptops, and POS solutions. The Group
possesses proven, differentiated technology
that outperforms competing solutions in
key respects including form factor (size and
thickness), biometric performance, quality,
standards compliance, and unit cost. As at the
end of 2025, NEXT has biometric distributors
operating in the Americas, Asia, Europe, and
Africa. NEXT is represented in major, large,
and growing biometric markets with high
security requirements and extensive
biometric adoption.
NEXT’s commercial platform continues to
strengthen. NEXT secured twenty-one design
wins during the year, increasing the total to
85 by year-end, up from 64 a year earlier. We
regard this as a strong indicator of customer
interest and a broader base for future revenue
growth as market conditions improve.
In China, security remains an important market
driver and, as the world’s most biometrically
enabled country, interest in our FAP20 sensor
— including its liveness capability —
is increasing. NEXT announced in early 2024
that one of its partners had been awarded
China ID certification for the FAP20 sensor.
In the Americas, NEXT has two distributors
covering the United States, Mexico, and Brazil.
The focus in these markets is to replace the
current installed base of bulky and costly
optical fingerprint products.
In the laptop market, the Group is pursuing
new business opportunities involving higher
security FAP20 implementations.
The Group launched the first version of its
new FAP30 product, which delivers excellent
image quality and integrated anti-spoofing
functionality, providing superior capability
to detect a live finger. The larger FAP30
sensor naturally provides a more complete
fingerprint image. The FAP30 sensor can
be readily integrated into a variety of system
configurations. The Group has presented
product samples to interested customers;
feedback has been very positive, and
the addressable market is substantial.
NEXT continued preparations for FBI PIV
certification following the successful launch
of the Basalt series (FAP30) during 2025.
NEXT completed the FBI certification in
January 2026.
NEXT continues to invest in technology that
will shape its long-term strategic position.
During the period, NEXT was granted two US
patents covering core intellectual property
for Fullscreen biometric authentication in
smartphones. In January 2026, NEXT selected
Taiwan based Giantplus to co-develop an
anywhere on display solution. This project
represents a strategically important initiative
for NEXT; a key milestone is to present
a prototype showcase at Mobile World
Congress 2027 in Barcelona. We believe this
work supports a differentiated long-term
technology position and future shareholder
value creation.
In the near term, NEXT’s principal focus is
to convert inventory into revenue as market
activity improves and customer orders resume.
The existing inventory provides a strong basis
to support increased deliveries as demand
returns. Combined with improving market
momentum, a broadened product offering,
growing design-win traction and continued
technological progress, this gives cause for
optimism as we enter 2026.
Sustainability and transparancy
NEXT complies with the authorities’
requirements for sustainability reporting;
further information is available in the
Corporate Social Responsibility Report
(see page 22). Reporting required by the
Norwegian Transparency Act for the 2024
financial year was published in the 2024
financial reporting section on the company’s
website (www.nextbiometrics.com/investors/
financial_reports_ presentations/) in June
2025. Transparency Act reporting for 2025 will
be published no later than 30 June 2026 at
the same web location.
REPORT FROM THE BOARD OF DIRECTORS
ANNUAL REPORT 20257
The NEXT Biometrics Group
The Group has six wholly owned subsidiaries:
NEXT Biometrics AS (Norway) and its
subsidiaries NEXT Biometrics Inc.
(Seattle, USA), NEXT Biometrics Taiwan Ltd.
(Taipei, Taiwan), NEXT Biometrics Solutions
India Pvt. Ltd. (Bengaluru, India), and NEXT
Biometrics AB (Malmo, Sweden). In addition,
the group has control over and a 50%
shareholding in NEXT Biometrics China Ltd.
(Shanghai, China). All seven subsidiaries in the
Group are consolidated into Group accounts.
In 2025 the Group sold 50% of the shares
in NEXT Biometrics China Ltd. (NEXT China)
at zero cost to the external party. In the
shareholders agreement it has been agreed
that a certain part of shares in NEXT China
will be transferred back to NEXT Biometrics
AS at zero cost. Moreover, the Group has
majority of votes in the board and general
meetings of NEXT China. Hence, there is no
minority interest in relation to NEXT China.
Still, the Group and the external party is in
disagreement and is currently in two
legal disputes in China. See Note 17 for
further details.
REPORT FROM THE BOARD OF DIRECTORS
ANNUAL REPORT 20258
Financial summary – the group
Comprehensive income
Revenues were NOK 13.4 million in 2025,
compared with NOK 19.7 million in 2024.
Cost of materials was NOK 13.6 million in 2025,
compared with NOK 16.8 million in 2024.
Please note that valuation of inventory is a
critical accounting estimate. Please see note
12 for further details.
Gross profit was NOK -0.2 million (-1%) in 2025,
compared with a gross profit of NOK 2.9 million
(15%) in 2024.
Adjusted gross profit was NOK 7.0 million
(52%) in 2025, compared with NOK 3.3 million
(17%) in 2024.
Payroll expenses were NOK 36.3 million in
2025, compared with NOK 32.8 million in
2024. The average number of employees was
25 in 2025, compared with 23 in 2024. The
Group had twenty-four employees at the end
of 2025, unchanged from the end of 2024.
Share-based remuneration, including related
accrued social security tax, included in payroll
expenses amounted to NOK 2.4 million in
2025, compared with NOK 1.1 million in 2024.
The increase in share-based remuneration
cost in 2025 is attributable to the higher
number of options awarded in 2025. Research
and development (R&D) expenses included in
payroll expenses were NOK 6.6 million in 2025,
compared with NOK 6.5 million in 2024.
Other operating expenses were NOK 39.4
million in 2025, compared with NOK 40.6
million in 2024. R&D expenses included in
other operating expenses were NOK 2.8 million
in 2025, compared with NOK 4.2 million in
2024. See note 5 and 6 for further details.
Total R&D expenses, included in both payroll
and other operating expenses, were NOK 9.4
million in 2025, compared with NOK 10.7 million
in 2024. The Group’s 2025 expenses were
primarily related to development of the FAP30,
China ID and the new Fingerprint on Display
products as well as general improvements to
fingerprint sensors.
Depreciation, amortisation, and impairment
were NOK 4.6 million in 2025, compared with
NOK 5.4 million in 2024. The decrease in
2025 reflects a lower asset base due to assets
reaching the end of their depreciable lives.
Net financial items amounted to a net gain
of NOK 0.2 million in 2025, compared
with a net gain of NOK 1.0 million in 2024.
Gains in 2025 were related to currency
gains and interest income.
Income tax expense was NOK 0.1 million in
2025, compared with NOK 0.2 million in 2024.
EBITDA for the Group was negative NOK 76.0
million in 2025, compared with negative NOK
70.5 million in 2024.
Adjusted EBITDA for the Group was negative
NOK 59.9 million in 2025, compared with
negative NOK 68.6 million in 2024.
Loss after tax for the Group was NOK
80.5 million in 2025, compared with NOK
75.1 million in 2024.
In the outlook section of NEXT’s 2024 annual
report, the company stated that it expected
an increased number of design wins,
improved profitability and revenues of NOK
180–200 million for 2025. During 2025 NEXT
increased its number of design wins in line
with expectations. However, revenues in 2025
declined to NOK 13.4 million owing to slow
demand in India and China caused by project
delays and the security incident in India that
resulted in governmental approval delays. In
addition, revenues from FAP30 sensor sales
were lower than anticipated.
Changes in accounting policies
The accounting policies applied in
preparation of the financial statements for
2025 are consistent with those applied in
the preparation of Annual Report for 2024.
Financial position and cash
Total assets as of 31 December 2025
amounted to NOK 49.3 million, compared
with NOK 116.7 million as of 31 December 2024.
Total equity was NOK 25.2 million at the end of
2025, compared with NOK 84.8 million at the
end of 2024.
The Group had non current liabilities of NOK
1.0 million and current liabilities of NOK 23.1
million at the end of 2025, compared with non
current liabilities of NOK 2.2 million and current
liabilities of NOK 29.7 million at the end of 2024.
Cash amounted to NOK 8.3 million at the end
of 2025, compared with NOK 62.9 million at the
end of 2024.
The Group had gross trade receivables of NOK
0.8 million at the end of 2025, compared with
NOK 3.3 million at the end of 2024.
Cash flow
Net cash flow from operating activities was
negative NOK 69.6 million in 2025, compared
with negative NOK 61.7 million in 2024. Net
cash flow from operations was higher than
EBITDA mainly due to non-cash costs relating
to inventory write-downs (in 2025) and
reversal of costs triggered by the restatements
(in 2024).
Net cash flow from investing activities was
negative NOK 2.2 million in 2025, compared
with negative NOK 0.6 million in 2024.
Net cash flow from financing activities was
positive NOK 17.3 million in 2025 because of
the share issue completed in October 2025.
Net cash flow from financing activities was
positive NOK 58.1 million in 2024.
REPORT FROM THE BOARD OF DIRECTORS
ANNUAL REPORT 20259
Financial summary – the parent company
Comprehensive income
Total revenues for the parent company were
NOK 6.6 million in 2025, compared with
NOK 9.5 million in 2024. Revenues primarily
comprised management fees and royalties
charged to the subsidiary NEXT Biometrics AS.
Payroll expenses, including share-based
remuneration, for the parent company were
NOK 12.3 million in 2025, compared with NOK
11.8 million in 2024. The change reflects a
higher number of options awarded in 2025.
There were three employees in the parent
company at yearend 2025, compared with
four at the end of 2024.
Other operating expenses for the parent
company were NOK 14.7 million in 2025,
compared with NOK 7.7 million in 2024.
Depreciation and amortisation for the parent
company were NOK 1.4 million in 2025,
unchanged from 2024.
Net financial income was negative NOK
144.1 million in 2025, compared with net
financial income of NOK 1.8 million in 2024.
The decrease in financial income is due to
booking of a write-down on investments in
subsidiaries of NOK 144.3 million in 2025
following the conclusion of the company’s
impairment assessment.
The parent company recorded a loss before
tax in both 2025 and 2024; accordingly, no
tax payable arose. No deferred tax assets have
been recognised for 2025 or 2024.
Loss after tax for 2025 was NOK 166.0 million,
compared with NOK 9.6 million in 2024.
Financial position and cash
Total assets as of 31 December 2025 amounted
to NOK 230.0 million, compared with NOK
369.5 million as of 31 December 2024.
The parent company had current liabilities of
NOK 10.1 million at the end of 2025, compared
with NOK 7.6 million at the end of 2024.
Cash amounted to NOK 3.0 million at the end
of 2025, compared with NOK 47.9 million at the
end of 2024.
Cash flow
Net cash flow from operating activities was
negative NOK 14.0 million in 2025, compared
with negative NOK 7.7 million in 2024. Net cash
flow from investing activities was negative NOK
49.7 million in 2025, compared with negative
NOK 44.0 million in 2024. Net cash flow from
financing activities was positive NOK 18.7
million in 2025, compared with positive NOK
59.5 million in 2024.
Equity and allocation of profit (loss)
after taxes
Equity for the parent company was NOK 219.9
million at the end of 2025, compared with
NOK 361.7 million at the end of 2024.
The Board of Directors proposes that
the parent company’s loss after tax of NOK
166.0 million be charged to the share
premium account.
REPORT FROM THE BOARD OF DIRECTORS
ANNUAL REPORT 202510
NEXT shares and share capital
NEXT ASA’s shares are listed on the Oslo Stock
Exchange main list under the ticker NEXT.
The year end closing price for 2025 was NOK
1.84, down from NOK 6.88 at the end of 2024.
During 2025, the shares traded in a range of
NOK 1.37 to NOK 7.18.
The issued share capital of the parent
company at the end of 2025 amounted to
NOK 119.9 million, comprising 119,860,417
ordinary shares with a par value of NOK 1 each.
At the end of 2025 there were 3,158 registered
shareholder accounts, compared with 3,391 at
the end of 2024.
NEXT raised gross proceeds of NOK 20.0
million in a private placement completed in
October 2025. See note 19 in the consolidated
financial statements for further details.
The Group has entered into, and intends
to continue entering into, stock option
agreements to attract talented and
experienced employees. As of 31 December
2025, NEXT had 13,987,161 share options
outstanding. See note 19 in the consolidated
financial statements for further details.
Financial risk, capital management
NEXT is exposed to certain financial risks
related to exchange rates and interest rates.
These are, however, insignificant relative to the
business risk. NEXT’s principal business risks
may be summarised as follows:
(a) NEXT currently has higher costs than
revenues and negative cash flow from
operations.
(b) NEXT’s business plan assumes additional
revenue from existing and new products
under development.
(c) Revenue from NEXT’s products depends,
among other things, on market factors
outside NEXT’s control.
(d) Competing companies’ products have
entered the commercial stage and the
competitive landscape for NEXT’s products
is continually evolving.
(e) NEXT’s target markets are subject to rapid
technological change.
NEXT manages liquidity passively by
placing funds in floating rate bank accounts.
The majority of cash is held in Norwegian
kroner at parent company level and is
distributed to affiliates as appropriate.
This approach provides central control of
overall liquidity and helps manage expense
levels in the affiliates.
NEXT has financial liabilities relating to
office leases in multiple locations as of
31 December 2025.
NEXT’s sales and production costs are
denominated in US dollars. Other operating
expenses are primarily in Norwegian kroner
(NOK) and US dollars (USD), depending on
location. Equity transactions are in NOK. In
the parent company, most costs and all equity
transactions are in NOK. NEXT does not use
financial instruments to hedge this exposure.
The Group is exposed to credit risk. NEXT sells
sensors to leading international distributors
and original equipment manufacturers of
electronic components, primarily based in
Asia, Europe, and North America. The majority
of the Group’s receivables are currently
not credit insured. In late 2025 the Group
entered into a Factoring Agreement with a
bank in Norway that provides financing on
a pre-selected set of end-customers and
distributors within specified limits.
Liability insurance
The Group maintains directors’ and officers’
liability insurance with total coverage of
NOK 50 million; the policy covers legal
costs, emergency costs, and various other
contingency expenses.
Employees
At the end of 2025, the Group employed
twenty-four people (2024: 24), of whom six
were women (2024: 6). In addition, the Group
engages individual technical and scientific
specialists on a contract basis. The average
proportion of female employees in the Group
was 25% in 2025 (2024: 25%).
The parent company employed three
people at the end of 2025; all three were male.
The average proportion of female employees
in the parent company was 0% in 2025
(2024: 25%). The Board currently comprises
five members, of whom three are women.
The parent company recorded no long-term
absences due to illness and no work-related
incidents or accidents resulting in material
damage or personal injury during 2025.
The average sickness absence rate in the
parent company was 1.36% in 2025,
compared with 1.1% in 2024.
Corporate governance
NEXT’s corporate governance guidelines
comply with section 3-3b of the Norwegian
Accounting Act and seek to adhere to the
Norwegian Code of Practice for Corporate
Governance dated 14 October 2021. See the
separate annual report section “Corporate
Governance Report” for further information.
Social responsibility,
environment and climate impact
NEXT’s social responsibility guidelines
comply with section 3-3c of the Norwegian
Accounting Act. See the separate annual
report section “Corporate Social Responsibility
Report” for further information on social
responsibility, environmental and climate
impact, and the working environment. The
Group does not own or operate manufacturing
facilities; manufacturing is outsourced to third
parties. Climate impact and potential risk are
considered low in the short to medium term.
See note 22 for further details on climate risks.
REPORT FROM THE BOARD OF DIRECTORS
ANNUAL REPORT 202511
Going concern
In accordance with section 2-2(8) of the
Norwegian Accounting Act, the Board
of Directors confirms that the financial
statements have been prepared on a
going concern basis. Please see note 25
for further details.
Subsequent events
The Group announced the terms of its partially
underwritten rights issue on 18 March 2026.
The rights issue is partially underwritten by
certain new and existing shareholders, who
have committed to subscribe for NOK 41
million of the total subscription amount of
up to NOK 50 million. In connection with the
rights Issue, the Group also raised bridge
loans of a total amount of NOK 25 million to
cover immediate short-term liquidity needs,
primarily related to working capital needs.
Please see note 24 for further details.
Between 31 December 2025 and the date of
approval of these financial statements there
have been no other events that have had a
material impact on the Group’s or the parent
company’s results for 2025 or on the value of
the Group’s or the parent company’s assets
and liabilities as of 31 December 2025.
Outlook
The Board of Directors wishes to highlight
that any forward-looking statements and
assessments are subject to substantial
uncertainty, and actual developments may
differ materially from current expectations.
The Anywhere on display project has the
potential to drive transformative changes
across the biometric and display market.
NEXT’s two new two US patents secure core
intellectual property and early interest from
selected industry leaders in the Smartphone
industry confirms the technology’s
groundbreaking potential. Technology
development is on track to demonstrate the
prototype at Mobile World Congress in 2027,
which is likely to trigger interest from major
players in the industry and opportunities
for licensing revenues.
NEXT has implemented cost reduction
measures in early 2026 with annual underlying
OPEX targeted to reach NOK 60 to 65 million.
At the same time, we are seeing signs that the
markets we serve are regaining momentum,
particularly in India, where orders have started
to be issued again by OEMs and government
agencies have resumed tender activity and
NEXT has received three new orders. Demand
in India is expected to accelerate further in Q2
2026 and normalize by Q3 2026.
We also see improving activity in other
markets, including MOSIP-related countries,
Bangladesh and selected opportunities in
the Americas. We believe this supports a more
constructive commercial outlook for 2026
and reinforces the view that the temporary
disruption in 2025 is gradually being
left behind.
India is expected to be our strongest near-
term market. With certification bottlenecks
easing, increased tender activity, recent order
intake and a broadened product offering, we
believe NEXT is well positioned to capture
growth as market activity returns. At the same
time, our technology investments, including
our patented full screen authentication
solution and the co-development partnership
with Giantplus, continue to strengthen our
long-term strategic position.
NEXT has three revenue streams: signed
contracts, design wins, and large tenders
or one-time revenues. Due to the nature
and development stage of the biometric
markets we serve, the timing of these revenue
streams remains difficult to predict. However,
momentum is improving, the commercial
pipeline is strengthening, and the revenue
target for 2026 is NOK 70 million, with a
gross margin target of 50 to 55%.
The increased market momentum gives us
reason for cautious optimism. Our main focus
in the near term will be to convert inventory
into revenue and cash flow as demand
returns. At year-end, NEXT’s inventory had
a net book value of NOK 25.4 million, which
corresponds to approximately NOK 50 to 70
million in potential revenue when sold to end-
customers, assuming gross margin at around
50%. The inventory monetisation is expected
to support operating cash flow. In addition, the
Group’s liquidity position will be strengthened
by the recently announced bridge loan and
rights issue, which is expected to provide
liquidity runway into 2027.
The board of directors of NEXT
Biometrics Group ASA
Oslo, 27 April 2026
Hans Henrik Klouman
Chair
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Siri Gomnæs Børsum
Board member
Tove Giske
Board member
Ulf Ritsvall
CEO
Roy Tselentis
Deputy Chair
Emine Lundkvist
Board member
REPORT FROM THE BOARD OF DIRECTORS
ANNUAL REPORT 202512
Corporate Governance Report
1 Introduction
For NEXT Biometrics Group ASA ("NEXT" or
the "Company"), good corporate governance
is about doing the right things, and doing
the things right. The manner in which
the Company is managed is vital to the
development of the Company’s value over
time. The Company's corporate governance
framework has been designed to provide
a foundation for value creation, business
risk reduction, and to ensure good control
mechanisms. NEXT believes in open and
honest communication with the shareholders,
and interaction between shareholders,
the board of directors and the Company’s
management. NEXT aims to show respect and
responsibility for shareholders as well as with
all stakeholder groups, such as co-operating
partners, customers, suppliers, employees
and authorities. NEXT is subject to corporate
governance reporting requirements according
to section 3-3b of the Norwegian Accounting
Act and the continuing obligations of stock
exchange listed companies at Oslo Stock
Exchange. Further, NEXT’s board of directors
endorses "The Norwegian Code of Practice
for Corporate Governance" (the "Code"), most
recently revised in August 2025 and issued by
the Norwegian Corporate Governance Policy
Board. The Code is available at
http://www.nues.no/.
2 NEXT’S implementation and reporting on corporate governance
NEXT aspires to comply with the
recommendations of the Code. Taking
into account the size and maturity of the
Company, there may be deviations from
the Code. If the Code is deviated from, the
deviation is described and explained in the
relevant section of this report. The Company’s
policies, instructions and internal processes
are continuously developed. A review of the
Company’s corporate governance policy
is performed annually to ensure continued
compliance with the Code.
3 Business
NEXT’s business is clearly described in the
Company’s articles of association: “The
objective of the company is to conduct
research, development and commercialization
of security products, participation and
investment in companies conducting similar
activities as well as other activities that will
naturally fall under this”. The Company’s
articles of association are available
at the Company’s homepage,
www.nextbiometrics.com.
Basic corporate values
The Company has formulated three basic
corporate values to form a guideline for the
Company’s business operations: (i) innovative
business models, (ii) close client relationship
and (iii) global reach. ”The ethical and
corporate social responsibility guideline” has
been set out in accordance with these values.
Ethics and corporate social responsibility
The Company has implemented ethical and
corporate social responsibility guidelines, in
accordance with its basic corporate values.
Moreover, the Company promotes and
ensures sustainable business operations
and supply chain. Additional information is
included in the sections related to specific
Environmental, Social, and Governance
matters in this report.
ANNUAL REPORT 202513
4 Equity and dividends
Capital structure
The board of directors and the management
of the Company seek, at all times, to have a
sound relation between the Company’s capital
structure and the Company’s objectives,
strategies and risk profile. The board shall
immediately take adequate steps should it
be apparent at any time that the Company’s
equity or liquidity is less than adequate.
Dividend policy
It is a long-term objective of the Company to
generate returns to shareholders in the form of
dividends and capital appreciation, at a level
which is at least equal to other investment
possibilities with comparable risk.
Since NEXT is in a growth-phase, no dividend
has been paid so far. Further, no dividend
has been proposed for the coming year.
When the Company reaches a steady state
position, NEXT intends to establish a clear and
predictable dividend policy, which will form the
basis for any proposals on dividend payments
to be resolved by the general meeting.
Authorizations to the board of directors
The annual general meeting, held on 9 May
2025, gave the board authorization to increase
the Company’s share capital by up to NOK
23,031,000 to enable the Company to conduct
share issues in an effective manner. The board
of directors was also granted authorization to
deviate from the shareholders’ preferential
rights when using the authorization.
Moreover, the board of directors was given
authorization to increase the Company’s share
capital for the option program by up to NOK
9,278,911, out of which NOK 2,160,000 can be
used to issue shares to board members under
options granted to board members in 2020,
2022 and 2025. The authorization covers
capital increases by way of contributions in
kind but does not cover capital increases in
connection with mergers, and the board may
decide that the shareholders’ pre-emption
right to the new shares can be deviated from.
The authorization is limited in time until the
2026 general meeting or 30 June 2026,
whichever comes first.
The extraordinary annual general meeting,
held on 8 October 2025, gave the board
of directors’ authorization to issue one or
several convertible loans with an aggregate
total principal of up to NOK 20,000,000. In
connection with the conversion of any loan
issued by the use of this authorization, the
Company’s share capital may be increased by
up to NOK 4,000,000 through the issuance
of up to 4,000,000 new shares, each with a
nominal value of NOK 1. The authorization is
limited in time until the 30 June 2027.
As of 31 December 2025, there are no further
authorizations granted to the board of
directors, neither to increase the share capital
by issuing new shares, nor to the Company
to purchase its own shares. Any future
authorizations given will be limited in time
until the next general meeting, in accordance
with the Code.
5 Equal treatment of shareholders and transactions with close associates
Class of shares
The Company has one class of shares and
there are no voting restrictions. Each share
represents one vote and equal rights at the
Company’s general meeting. The par value
per share is NOK 1.00.
Pre-emption rights of existing
shareholders
NEXT’s existing shareholders have pre-
emption rights to subscribe for shares in
the event of a share capital increase, unless
otherwise indicated by special circumstances.
Any decision to deviate from the pre-emption
rights of existing shareholders shall be justified.
The justification for such decisions shall
be publicly disclosed in a stock exchange
announcement issued in connection with the
increase in share capital.
Transactions with close associates
The Company’s significant shareholders,
a shareholder’s parent company, board
members, executive personnel and close
associates of any such parties are considered
to be related parties. All transactions
with related parties will be carried out in
accordance with the arm’s length principle.
All transactions with related parties that are
not immaterial will be publicly disclosed by
NEXT. In the event that such a transaction
occurs, the board will arrange for a valuation to
be obtained from an independent third party.
This will not apply if the transaction requires
the approval of the general meeting pursuant
to the requirements of the Norwegian Public
Limited Companies Act.
If NEXT should carry out any transaction in
its own shares, this will be carried out either
through the stock exchange or at prevailing
stock exchange prices to ensure equal
treatment of all shareholders.
Other than this, the board is not aware of any
transactions in 2025 between the Company
and the shareholders, a shareholder’s parent
company, directors, executive personnel or
parties closely related to such individuals that
qualify as material transactions.
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202514
6 Shares and negotiability
The shares in the Company are freely
transferable, and the Company’s articles
of association contain no restrictions on
transferability, ownership, trading or voting.
7 General meetings
The general meeting is the Company’s
supreme governing body, and all shareholders
are guaranteed participation and the
opportunity to exercise their rights.
The Company’s board takes steps to ensure
that the shareholders can participate in the
general meetings of the Company. The board
of directors will ensure that:
• the resolutions and any supporting
information distributed are sufficiently
detailed, comprehensive and specific to
allow shareholders to form a view on all
matters to be considered at the general
meeting;
• members of the board of directors, the
chair of the nomination committee and the
auditor (if the items to be considered are of
such a nature that the auditor’s attendance
must be regarded as essential) are present
at the general meeting;
• the general meeting is able to elect an
independent chairperson for the general
meeting; and
• that shareholders are able to vote on each
independent matter, including on each
individual candidate nominated for election.
Shareholders are encouraged to give notice
of their intention to attend the AGM, with a
deadline as close to the date of the General
Meeting as possible, typically one day in
advance.
Shareholders who are unable to attend the
general meeting in person will be given the
opportunity to, and encouraged to, vote by
proxy or through written voting in a period
prior to the general meeting. The Company
will in this respect provide information on
the procedure for representation at the
general meeting and prepare a proxy form/
written voting form that makes voting on each
individual matter possible. The Company
will nominate a person to act as a proxy for
the shareholders.
8 Nomination committee
Article 6 of the Company’s articles of
association sets out the requirements for the
nomination committee.
Composition
The nomination committee shall consist of
two to three members, where all members,
including the chair, are elected by the
general meeting, which also have approved
guidelines for the duties and remuneration of
the nomination committee. The nomination
committee members shall be independent
of the board of directors and executive
management. The members are elected for a
period of up to two years.
The current nomination committee
was elected at the annual general meeting
on 9 May 2025 for the period until the
annual general meeting in 2026.
All of the members of the nomination
committee have been selected to consider
the interests of shareholders in general and
are independent from both the Company’s
executive management and the Company’s
board of directors. As of 31 December 2025,
the nomination committee consisted of Hans
Herman Horn (chair), Haakon M. Sæter and
Andreas Berdal Lorentzen.
NEXT is not aware of the existence of any
agreements or business partnerships between
the Company and any third parties in which
members of the nomination committee have
direct or indirect interests.
Instructions and work
Instructions to the nomination committee
were last revised by the general meeting held
on 16 May 2014. The nomination committee is
responsible for seeking out and nominating
qualified candidates for the board of directors
and the nomination committee, and for
proposing the remuneration to be paid to
the board of directors and the nomination
committee, including an explanation of how it
came to its recommendations. The nomination
committee gathers input from shareholders,
the board of directors and the Company’s
executive personnel as part of its work on
proposing candidates for election to
the board.
The Company provides information on the
membership of the committee.
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202515
9 The board of directors: composition and independence
Composition of the board of directors
The articles of association state that the
Company’s board of directors should comprise
three to nine board members elected by the
general meeting. The chair of the board is
elected by the general meeting and among
the Company’s board.
NEXT emphasizes that the board shall have
requisite competency to independently
evaluate the cases presented by the executive
management team as well as the Company’s
operation. It is also considered important
that the board can function well as a body of
colleagues.
As of 31 December 2025, the board of
directors comprises the following five
members:
• Hans Henrik Klouman
• Roy Tselentis
• Siri Gomnæs Børsum
• Tove Giske
• Emine Lundkvist
All of the abovementioned board members are
elected for the period until the annual general
meeting in 2026.
A presentation of the board can be found on
the Company’s website.
The board’s independence
NEXT believes that it is in the best interests
of the Company and its shareholders to have
independent directors and applies the Code’s
list of criteria for evaluating whether a director
is considered independent.
Three out of the five board members are
women, and none of the members of the
Company’s executive management or main
business connections are members of the
board of directors. The members of the board
of directors are independent of the Company’s
main shareholders. The composition of
the board ensures that it can attend to the
common interests of all shareholders and
meet the Company’s need for expertise,
capacity and diversity, and that it can operate
independently of any special interests.
Each independent director who experiences
a change in circumstances that could affect
such director’s independence is obligated to
deliver a notice of such change to the chair of
the board.
Members of the board are encouraged to own
shares in the Company.
Election of the board of directors
The general meeting appoints the members of
the board of directors based on the proposal
from the Company’s nomination committee.
The chair of the board is elected by the
general meeting.
It is the Company’s view that directors who
have developed a valuable insight into the
Company and its operations over time make
important contributions to the board. On this
background, the Company does not wish to
establish time limits in relation to the term of
office for board members. However, directors
are elected each year.
To ensure that the board continues to
generate new ideas and operate effectively,
the board evaluates and assesses its
performance on an annual basis.
A member of the board is entitled to retire prior
to the end of his or her term of appointment
if special circumstances arise. If possible, the
board and the nomination committee shall be
given reasonable prior notice thereof.
10 The work of the board of directors
The board’s responsibilities
Norwegian law lays down the tasks and
responsibilities of the board of directors.
These include the overall management and
supervision of the Company. This means that
the board bears the ultimate responsibility for
managing the Company and for monitoring
its administration and business activities. The
board is responsible for establishing internal
control systems and for ensuring that the
Company operates in compliance with the
adopted value platform and Code of Ethics.
The directors of the board shall discharge their
duties in a loyal manner.
The fundamental responsibility of the directors
is to oversee day-to-day management
and evaluate strategy, to exercise their
business judgment to act in what they
reasonably believe to be the best interests
of the Company and its shareholders. The
board is also to oversee such matters as are
required by statutory law, the Company’s
articles of association, policies, instructions
and procedures as well as resolutions of the
general meeting. It is the duty of the board
to oversee the management’s performance
to ensure that the Company operates in an
effective, efficient and ethical manner in
order to produce value for the Company’s
shareholders. The board also evaluates the
Company’s overall strategy and monitors the
Company’s performance against its operating
plan.
The board is responsible for supervising
strategic, financial and execution risks and
exposures associated with the Company’s
business strategy, product innovation and
sales road map, policy matters, significant
litigation and regulatory exposures, and other
current matters that may present material
risk to the Company’s financial performance,
operations, infrastructure, plans, prospects
or reputation, acquisitions and divestitures.
Further, the board shall ensure that the
ongoing activities of the Company are subject
to adequate control.
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202516
Annual plan
The board of directors sets an annual plan for
its work, with particular emphasis on financial
objectives, strategy and implementation. This
plan covers the follow-up of the Company’s
operations, internal control, strategy
development and other issues.
Instructions for the board of directors
The board of directors has implemented
instructions for its own work. The board’s
instructions are subject to review every second
year and are revised as needed. The current
instruction was revised 5 November 2024.
The instructions cover the following items:
appointment of the board of directors;
board member independence; tenure and
retirement; by-election; the duties of the
board; committees; takeovers; allocation of the
work within the board; the working procedures
of the board; meeting – including meeting
plan; quorum; disqualification; majority
requirements; categories of decision; minutes;
safety procedures and duty of confidentiality;
information concerning the work of the board;
evaluation of the work of the board and board
committees; directors’ liability insurance;
liability for damages; new board members or
CEO awareness of instructions; waiver and
amendment; approval of transactions with
related parties and communications with
shareholders.
Instruction for the CEO
There is a clear segregation of duties between
the board of directors and the executive
management. The board has prepared a
set of instructions for the CEO. The current
instruction was revised 5 November 2024.
The CEO shall follow the guidelines and
instructions issued by the board of directors.
The CEO is responsible for the day-to-day
management of the Company, pursuant to
section 6-14 in the Norwegian Public Limited
Companies Act. The CEO ensures that the
board receives relevant information in an
accurate, sufficient, and timely manner in
order to allow the board to carry out its duties.
The CEO represents the Company externally
in matters that form part of the day-to-day
management. The day-to-day management
does not cover matters of extraordinary
nature or of major importance. However, the
CEO is authorized to decide on matters of
extraordinary nature or major important cases,
where the decisions of the board of directors
cannot be awaited without serious detriment
to the Company. The board of directors must
be notified of the decision as soon as possible.
Financial reporting
The board is responsible for ensuring the
integrity of financial information. The board
evaluates the integrity of the Company’s
accounting and financial reporting systems,
including the audit of the Company’s annual
financial statements by the independent
auditors, and that appropriate disclosure
controls and procedures and systems of
internal control are in place.
Quarterly and annual financial reports are
reviewed and approved at board meetings and
form the basis for external financial reporting.
In connection with the presentation of the
year-end financial statements, the CEO and
the CFO declare that the accounts have
been prepared in accordance with generally
accepted accounting principles, and that to
the best of their knowledge all information is
accurate and no material information has been
omitted.
Board meetings
The board shall deliberate matters and
make decisions in meetings, unless the chair
of the board finds that the matter may be
presented in writing or be dealt with in another
satisfactory manner.
The directors are free to consult the
Company’s executives as needed. Any board
member or the CEO can require specific
matters to be deliberated on by the board. The
CEO shall, in consultation with the chair of the
board, prepare matters to be deliberated by
the board. Any matter shall always be prepared
and presented in such a manner as to provide
the board with a satisfactory basis for making
its decision.
The CEO has a right and a duty to attend
the board’s deliberation of matters, unless
otherwise determined by the board with
respect to each individual matter. The CEO is
not entitled to cast votes. Other participants
are called in as needed.
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202517
Conflicts of interest and disqualification
The board of directors ensures that members
of the board of directors and executive
personnel make the Company aware of any
material interest that they may have in items to
be considered by the board of directors.
A member of the board or the executive
management may not participate in the
discussion or decision of issues of such
special and prominent interest to the person in
question, or to any closely related party of said
person, that the board member or member of
the executive management must be regarded
as having a distinct personal or financial
interest in the matter. This is in compliance
with section 6-27 of the Norwegian Public
Limited Companies Act.
Chair of the board of directors
The chair of the board of directors ensures
that the board of directors operates well and
carries out its duties. In addition, the chair
of the board of directors also has certain
specific duties in respect of the general
meeting. Matters to be considered by the
board are prepared by the chief executive in
collaboration with the chair, who chairs the
meetings of the board.
Board Committees
The board has appointed a separate audit
committee. The committee shall prepare, draw
up and present items for consideration by the
board as a whole.
Audit Committee
The Company’s audit committee is governed
by the Norwegian Public Limited Companies
Act and a separate instruction adopted by the
board. A majority of the members shall have
qualifications in accounting or auditing. The
principal tasks of the audit committee are:
• prepare the board of directors’ supervision
of the Company’s financial reporting
process;
• monitor the systems for internal control
and risk management;
• have continuous contact with the
Company’s auditor regarding the audit
of the annual accounts;
• review and monitor the independence
of the Company’s auditor, including in
particular the extent to which services
other than auditing provided by the auditor
or the audit firm represent a threat to the
independence of the auditor;
• monitor the Company’s compliance
with applicable legal and regulatory
requirements;
• handle and investigate concerns raised by
the Company’s employees related to the
internal revision or audit; and
• evaluate the audit committee’s activities.
The audit committee consists of Emine
Lundkvist (Chair) and Roy Tselentis.
Remuneration Committee
The remuneration committee draws up
guidelines and proposals for senior executive
remuneration. The Company’s remuneration
policy, including remuneration to the CEO and
the senior executives, are dealt with at one of
the board meetings and accounted for in the
Board’s annual report.
The remuneration committee consists of Siri
Gomnæs Børsum (Chair) and Tove Giske.
The board of director’s evaluation
of its own work
The board shall annually evaluate its activities,
performance and competence, and has
adopted a self-assessment questionnaire
for the purpose thereof. The assessment
results shall be submitted to the
nomination committee.
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202518
11 Risk management and internal control
It is ultimately the responsibility of the board
of directors to ensure that NEXT has sound
internal controls and risk management systems
appropriate to the Company’s size and
business. The board, and the management,
have increased focus on risk management
and internal controls. The board of directors
forms its opinion on the Company’s internal
controls and risk management systems based
on the information presented to it by the
management.
The executive management closely monitors
the main risk factors, to ensure the Company
has proper guidelines, processes and internal
controls in place. The board of directors
conducts annual reviews of the Company’s
most important areas of exposure to risk and
such areas’ internal control arrangements.
NEXT has experienced finance and
accounting personnel, who continuously
strive to improve routines and internal control
systems. Initiatives are ongoing to ensure
risks are efficiently managed, and that key
controls are in place to achieve financial
goals, operational goals, and compliance with
regulations. The Company’s internal controls
and systems also cover the Company’s
corporate values, ethical guidelines and
principles of corporate social responsibility.
The size of the Group’s operations and limited
staff size necessarily lead to dependence
on key individuals and a limitation on the
possible implementation of internal control risk
reduction measures.
The Norwegian entities of NEXT have an
internal risk management, finance and
accounting function. The board presents an
in-depth review of NEXT’s financial status
in the “Report from the board of directors”
as part of this annual report. The Group
communicated in its reporting for second
half 2025 that irregularities had occurred
relating to customers/distributors and the
subsidiary in China. The Board of Directors
initiated an investigation into the irregularities.
The key focus of the investigation was to
establish the necessary facts to be able to
assess any additional need for adjustments
in the financial reporting. The facts revealed
in the investigation necessitated need for
restatements in the 2024 and adjustments
in the 2025 financial reporting. Please see
note 26 in the Group Financial statements for
further information on the restatements.
12 Remuneration of the board of directors
The remuneration of the board reflects
the board’s responsibility, expertise, time
commitment and the complexity of the
Company’s activities.
The general meeting approves the
remuneration paid to the board of directors
each year. The nomination committee
prepares the proposed remuneration to the
general meeting.
The remuneration of the board of directors is
not linked to the Company’s performance.
The current board members were granted
share options in 2020, 2022 and 2025, which
were approved at the annual general meetings
held in 2020, 2022 and 2025. Moreover, the
board members’ options awarded in 2020
were extended to June 2026 at the 2023
annual general meeting. Further, the board
members’ options awarded in 2022 were
extended to June 2027 at the 2025 annual
general meeting. The Company deviates
from the Code by granting options to
board members.
For more details on the remuneration to
the board, please refer to note 20 in the
annual financial statements. Except for the
one deviation above, the Company does
not deviate from the Code in relation to
remuneration of the board of directors.
13 Remuneration of executive management
The board establishes guidelines for the
remuneration of the executive management
team setting out the main principles applied in
determining the salary and other remuneration
of the executive management team. The
general meeting approved the remuneration
guidelines in May 2024. The guidelines are
available on the Company's website.
The main principle in the Company’s policy for
remuneration is that the leading employees
should be offered competitive terms to attract
and retain the competence that the
Company needs.
The general meeting has approved the
Company’s share option programs.
For details regarding remuneration to the
executive management and for details
regarding share option arrangements, see
note 20 in the annual financial statements.
The Company deviates from the Code by not
having a cap on the performance-related
remuneration.
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202519
14 Information and communications
NEXT believes in open and honest
communication with the shareholders, and
interaction between shareholders, the board
of directors and the Company’s management.
The board of directors and the executive
management team assign considerable
importance to giving the shareholders and
other stakeholders relevant and current
information about the Company and its
activity areas.
Regular information is published through
annual reports, quarterly reports, press
releases, notices to the stock exchange and
investor presentations in accordance with
what is deemed appropriate from time to time.
Information on value drivers and risk factors
is provided through the interim reporting,
which will enable investors to evaluate NEXT’s
performance and risk.
The CEO is responsible for investor
relations and is the main contact person
of the Company for the capital market. All
communication is done solely in the English
language.
All reports and notices are issued and
distributed according to the rules and
regulations of the Oslo Stock Exchange.
Information relevant to investors is published
at Oslo Stock Exchange and made available
on the Company’s website. Shareholder
information, including a financial calendar and
information about webcasts, is available on
www.nextbiometrics.com/investors.
15 Take-overs
The Company has established guidelines for
the board on how it will act in the event of a
take-over bid. The board will handle take-
over bids in accordance with Norwegian law,
including the Norwegian Securities Trading
Act and the Code. The Company has not been
subject to any take-over bids in 2025.
There are no defense mechanisms against
take-over bids in the Company’s articles
of association nor any underlying steering
document. In corporate take-over or
restructuring situations, the board shall
exercise due and proper care so that
all shareholder values and interests are
preserved. During the course of a take-over
process, the board and management shall
ensure that the shareholders are treated
equally, and that the Company’s business
activities are not disrupted unnecessarily.
The board has a particular responsibility to
ensure that shareholders are given sufficient
information and time to form a view on the
offer. The board of directors otherwise
concurs with what is stated in the Code
regarding this issue.
16 Auditor
The Company’s auditor is elected by the
general meeting and is fully independent from
the Company. From 2024, RSM Norge AS is
the Company’s auditor. NEXT represents a
small share of the auditor’s business. NEXT
does not obtain significant business or tax
planning advice from its auditor. For further
information, see note 20 to the group financial
statements.
The board of directors is responsible for
ensuring that the board and the audit
committee are provided with sufficient
insight into the work of the auditor. In this
regard, the board of directors ensures that
the auditor submits the main features of the
plan for the audit of the Company to the audit
committee annually. The board of directors
invites the auditor to participate in board
meeting(s) that deal with the annual accounts.
At these meetings, the auditor (i) reports
on any material changes in the Company’s
accounting principles and key aspects of
the audit, (ii) comments on any material
estimated accounting figures, and (iii) reports
all material matters on which there has been
disagreement between the auditor and the
executive management of the Company.
The audit committee shall at least once a
year perform a review of the Company’s
internal control procedures with the auditor,
including weaknesses identified and proposals
for improvement. The board and the audit
committee shall review periodically the use of
the auditor for services other than the audit.
At least once a year, the audit committee and
the board will meet the auditor without the
presence of the CEO or other members of
executive management.
At the annual general meeting, the board shall
present a review of the auditor’s compensation
as paid for audit work required by law and
remuneration associated with
other assignments.
In connection with the auditor's presentation
to the board of the annual work plan, the board
considers if the auditor to a satisfactory degree
also carries out a control function.
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202520
Articles of association for NEXT Biometrics Group ASA Per 31 December 2025
§ 1 The Company name
The name of the company is NEXT
Biometrics Group ASA. The company is
organised as a public limited
liability company.
§ 2 Business office
The company's registered office is in Oslo
municipality.
§ 3 Business Activities
The objective of the company is research
and development, and commercialisation
of safety products, trade and investment
in such companies and what is connected
with such business.
§ 4 Share capital
The company's share capital is NOK
119,860,417 divided into 119,860,417,
each with a nominal value of NOK 1. The
company's shares shall be registered
in the Norwegian Central Securities
Depository.
§ 5 Board of Directors
The Company's board of directors shall
consists of 3 – 9 members as appointed by
the general meeting.
§ 6 Nomination Committee
The company shall have a nomination
committee. The nomination committee
shall consist of two or three members
appointed by the general meeting. The
members of the nomination committee,
including the director, shall be elected
by the general meeting. The nomination
committee shall be elected for a period of
two years, if not other period is decided
upon by the general meeting.
The nomination committee makes
recommendations to the general meeting
regarding election of board members and
members to the nomination committee,
and regarding remuneration to the board
members and members of the nomination
committee. The general meeting shall
resolve the remuneration to the members
of the nomination committee. The general
meeting may lay down guidelines for the
nomination committee.
§ 7 Signatory Rights
Two board members jointly have the right
to sign on behalf of the company. The
board of directors may give power
of procuration.
§ 8 General Meeting
Documents regarding matters to be
discussed at the general meeting of the
company, also applying documents that,
pursuant to law, shall be included in, or
attached to the notice of the general
meeting of shareholders, can be made
available at the company's website.
The requirement regarding physical
distribution shall then not apply. A
shareholder may in any case request to be
sent documents that shall be discussed at
the general meeting.
The shareholder may vote in writing,
including by way of electronic
communication in advance in a period
prior to the general meeting. The board
of directors may establish guidelines for
such advanced voting. It shall be stated
in the notice for the general meeting
the guidelines laid down. At the ordinary
general meeting the following matters
shall be addressed and decided upon:
1. Approval of the annual accounts and
annual report, including the distribution
of dividends.
2. Other matters that pursuant to law or
the articles of association must be dealt
with at the general meeting
CORPORATE GOVERNANCE REPORT
ANNUAL REPORT 202521
Corporate Social
Responsibility Report
This review of NEXT Biometrics Group ASA
("NEXT" or the "Group")’s corporate social
responsibility principles and practice is
prepared in compliance with Section 3-3c of
the Norwegian Accounting Act.
NEXT’s business consists of research
& development, commercialization and
manufacturing of fingerprint technology
and products for a variety of uses. NEXT
works closely with world class manufacturing
subcontractors and distribution partners.
NEXT is committed to be a good corporate
citizen and demonstrate integrity and high
ethical standards in all its business dealings.
NEXT’s board and management are
committed to maintaining high ethical
standards and have implemented guidelines
with regards to values and ethics. The
purpose of these standards and guidelines
is to create a sound corporate culture and
to preserve the integrity of NEXT by helping
employees to promote standards of good
business practice. NEXT’s Ethical and Social
Responsibility Guidelines were last approved
by the board on 5 November 2024 and
applies to all employees of the Group.
They also apply to anyone who holds a
position of trust in the Group (including
membership of boards) and hired consultants
acting on behalf of the Group. They aim to
provide guidance to our people on a
common platform.
NEXT has also established a Supplier Code of
Conduct that requires NEXT Biometrics Group
suppliers to conduct business in a responsible
manner, based on the duty to respect human
rights, labor rights, protect health, safety and
the environment, prevent corruption and
in general, apply sound business practices.
NEXT’s Supplier Code of Conduct was last
updated and approved by the Board on 5
November 2024.
The Group strives for a business culture
characterized by openness. Openness is a
prerequisite for motivation, trust, confidence,
and safety at work. Everyone shall feel
confident to raise any concern, small or large,
with their manager or another colleague.
The Ethical and Corporate Social
Responsibility Guidelines support NEXT’s
vision, core values, and principles. The
guidelines are instrumental in NEXT’s
approach to human rights, fair working
environment and equal rights, health and
safety, environment, business ethics, and
anti-corruption. The Group regularly reviews
the guidelines and takes steps to update and
educate the organization.
ANNUAL REPORT 202522
Human rights
In addition to following national rules and
regulations, NEXT conducts its business in
line with fundamental international rules.
Including those described in international
human rights conventions such as the UN
Convention on Human Rights and the labour
rights conventions of the International Labour
Organization (ILO).
The Group respects the right to freedom of
association and opposes any form of child
labour, forced labour or discrimination. NEXT
practices equal opportunities and rights and
encourages all business relations to follow the
same principles. Any violations of basic human
rights are unacceptable to the Group.
It is our goal to have no form of human rights
abuse or labor issues at any stage related to
production of our products.
Fair working environment
NEXT has a personnel policy designed to
prevent discrimination on the grounds of race,
color, gender, sexual orientation, age, disability,
language, religion, legitimate political or other
opinions, national or social origin, property,
birth or other status.
The Group employs many different nationalities
from a diversity of cultures and has built an
international mindset for years. Employees are
encouraged to treat each other and business
contacts with respect and act according to
local laws and regulations, as well as to pay
attention to local values and norms for social
conduct.
The Group does not tolerate degrading
treatments towards any employee. The Group’s
employees are encouraged to report any
incident of discrimination to their nearest
leader or through the applicable whistle-blow
channels through our HR department.
NEXT’s board and management seek to
create a working environment that is pleasant,
stimulating, safe, and beneficial to all
employees. The working environment complies
with existing rules and regulations. The board
has not found a reason to implement special
measures. No employee in the group has
suffered work-related injuries resulting in sick
leave. No accidents or incidents involving the
assets of the Group have occurred. The parent
company had no long-term leave of absence
due to illness or any work-related incidents
or accidents resulting in material damage
or personal injury during 2025. The average
sickness absence rate in the parent company
was 1.3% in 2025 compared to 1.1% in 2024.
Equal rights
All facilities are equally well equipped for
females and males. Traditionally, fewer women
than men have graduated in NEXT’s fields of
work, and the candidates available for recruiting
have often predominantly been males. The
management structure reflects the composition
of the technical staff. Of the 24 employees
in the NEXT group at the end of 2025, 6 are
women. At year-end 2025, the parent company
has 5 board members, of which 3 are women.
The parent company complies with Norwegian
legal requirement with respect to gender
representation in the board of directors.
Raising awareness of employees on human
rights and labor principles and relevant
issues are regularly done by internal training
and as part of the introduction program for
new employees.
CORPORATE SOCIAL RESPONSIBILITY REPORT
ANNUAL REPORT 202523
Health and Safety
Health and safety are an indispensable
component in all the Group’s activities. All
hazards and risks to health and safety must be
avoided. Generally, NEXT’s business involves
low safety risk in day-to-day activities, without
the use of heavy machinery or equipment that
can cause damage or injuries. As a fabless
biometrics company, production has been
outsourced to specialized manufacturers.
NEXT is concerned for the safety of
employees in third party factories, and it is an
integral part of the evaluation criteria which
the Group applies ahead of being classified
as a “NEXT certified vendor/partner”.
None of the processes in use by the suppliers
are known to be of hazard to the staff.
Environment and climate impact
NEXT does not own or operate manufacturing
facilities. Manufacturing is done through
third parties that comply with the ISO 14001
environmental standard, among others.
Consequently, there is little pollution
associated with the Group’s operations.
NEXT seeks to limit resource consumption,
prevent unnecessary environmental pollution
including optimizing transportation of goods,
and manage waste in an environmentally
friendly and resource efficient manner.
NEXT climate impact and potential risk are
low in the short to medium term. The Group
is not impacted by physical climate risk such
as potential flooding or general increase in
the sea level. Moreover, NEXT does not face
any potential liabilities due to damage caused
by climate change. Still, NEXT is likely to be
impacted by the regulatory and technological
changes that are to be implemented (in the
future) to reach a carbon neutral society,
which may lead to long term increased
electronic component purchase and
manufacturing costs.
Business ethics & anti-corruption
The Group’s operations depend on the
trust of contractual parties, the authorities,
shareholders, employees, and society in
general. In order to gain trust, the Group is
dependent upon professionalism, expertise,
and high ethical standards in all aspects of
the Group’s work. This applies to the way
the Group operates and to the conduct of
each individual. All employees are therefore
expected to behave with care, integrity and
professionalism and abstain from actions that
may weaken trust in the Group.
The NEXT Biometrics’ Ethical and Corporate
Social Responsibility Guidelines contain
guidelines for ethical behaviour in business
relations. These guidelines clearly state that
NEXT strongly oppose all forms of corruption
or bribery. NEXT encourages reporting of
suspected misconduct; a «whistle-blower»
communication channel. NEXT adheres to
national and foreign antitrust laws.
No one may receive benefits for themselves
or others from the Group’s business
contacts if such benefits are based on the
employment relationship. Correspondingly,
no one shall give such benefits to the Group’s
business contacts. The guidelines explicitly
govern conflict of interests, gifts and money
laundering. Business courtesy of modest
value, conforming to normal social customs
and not intended for influence, are not
considered bribes. All gifts with an estimated
value of more than NOK 1,000 must be
reported to the Group’s CFO, who will keep
a log over such gifts and assess whether the
relevant gift can be retained or provided,
based on a case-by-case evaluation.
NEXT has to date not been accused of, or
involved in, any cases pertaining to any form
of corruption or bribery. NEXT encourages
each employee to report on possible
censurable incidents. NEXT’s employees have
an obligation to report on criminal activity
and on incidents which could endanger
life or health. The board of directors and
management are not aware of any breach of
our code of conduct.
Raising awareness of the guidelines has been
the Group’s main action regarding this area.
The Group is not aware of any breach of the
implemented guideline. The Group does
not have any other guidelines or actions
regarding Corporate Social Responsibility due
to the limited size and resources of the parent
company. The Group will continue to focus on
these guidelines and incorporate them into
our company culture. The Group will do this
by updating and educating the organization.
24
CORPORATE SOCIAL RESPONSIBILITY REPORT
ANNUAL REPORT 2025
Financial
Statements
Group
ANNUAL REPORT 202525
The consolidated financial statements should be read in conjunction with the accompanying notes.
*The Group has restated its 2024 financial statements. See note 26 for details.
Group
|
Consolidated statement of comprehensive income 1 January - 31 December
Restated*
(amounts in NOK 1,000) Notes 2025 2024
Revenues 3,26 13,364 19,681
Cost of materials 12,26 -13,551 -16,780
Gross profit -187 2,900
Payroll expenses 4,19 -36,346 -32,791
Other operating expenses 5,6,26 -39,430 -40,647
Depreciation and amortization 10,11 -4,627 -5,394
Total operating expenses -80,403 -78,832
Operating profit (loss) -80,590 -75,932
Financial income 7 562 1,482
Financial expenses 7 -281 -119
Net currency gains (losses) 7 -103 -332
Net financial items 178 1,030
Profit (loss) before taxes -80,413 -74,902
Income tax expenses 8 -130 -197
Profit (loss) after taxes -80,543 -75,099
Earnings per share (in NOK)
Basic and diluted 9 -0.69 0.70
Other comprehensive income (loss) that may be reclassified subsequently to profit and loss:
Translation differences on net investments in foreign operations -3,268 4,280
Other comprehensive income (loss) -3,268 4,280
Total comprehensive income (loss) -83,810 -70,819
Profit (loss) after taxes attributable to:
Owners of the parent company -80,543 -75,099
Total comprehensive income (loss) attributable to:
Owners of the parent company -83,810 -70,819
FINANCIAL STATEMENTS GROUP
ANNUAL REPORT 202526
The consolidated financial statements should be read in conjunction with the accompanying notes.
*The Group has restated its 2024 financial statements. See note 26 for details.
Group
|
Consolidated statement of financial position As of 31 December
Restated*
(amounts in NOK 1,000) Notes 2025 2024
Intangible assets 10 2,201 825
Property, plant and equipment 11 3,660 7,094
Total non-current assets 5,862 7,919
Inventories 12 15,590 17,672
Inventories in consignment 12,26 9,809 17,719
Accounts receivables 13,26 768 3,321
Other current assets 14 8,946 7,138
Cash 15 8,294 62,907
Total current assets 43,408 108,757
Total assets 49,269 116,676
Share capital 19 119,860 115,155
Share premium 23,549 70,268
Other reserves 40,065 35,208
Retained earnings 26 -158,299 -135,853
Total equity 25,175 84,779
Non-current lease liabilities 18 996 2,244
Other non-current liabilities 3 -
Total non-current liabilities 999 2,244
Accounts payables 10,340 10,910
Current lease liabilities 18 1,643 1,843
Other current liabilities 8,16,26 11,112 16,900
Total current liabilities 23,095 29,653
Total equity and liabilities 49,269 116,676
The board of directors of NEXT
Biometrics Group ASA
Oslo, 27 April 2026
Hans Henrik Klouman
Chair
/Sign/ /Sign/
/Sign/
/Sign/
/Sign/ /Sign/
Siri Gomnæs Børsum
Board member
Tove Giske
Board member
Ulf Ritsvall
CEO
Roy Tselentis
Deputy Chair
Emine Lundkvist
Board member
FINANCIAL STATEMENTS GROUP
ANNUAL REPORT 202527
The consolidated financial statements should be read in conjunction with the accompanying notes.
*The Group has restated its 2024 financial statements. See note 26 for details.
Group
|
Consolidated statement of cash flow 1 January - 31 December
Restated*
(amounts in NOK 1,000) Notes 2025 2024
Profit (loss) before taxes 26 -80,413 -74,902
Share based remuneration 4,5 4,857 3,243
Share based payments social security expense 4 -1,880 -1,637
Income taxes paid 8 -98 -
Depreciation and amortization 10,11 4,627 5,394
Change in inventories 12,26 9,992 -11,902
Change in accounts receivables 13,26 2,553 8,981
Change in accounts payables -570 4,926
Change in other working capital items and other 26 -8,971 2,955
Interests received 7 562 1,400
Interests paid 7 -257 -141
Net cash flow from operating activities -69,600 -61,683
Purchase of property, plant and equipment and intangible assets 10,11 -2,161 -597
Net cash flow from investing activities -2,161 -597
Net proceeds from issue of shares 19 19,349 60,129
Payment of lease liabilities 18 -2,000 -2,017
Net cash flow from financing activities 17,349 58,111
Net change in cash flow -54,411 -4,168
Cash balance as of 1 January 62,907 67,753
Effects of exchange rate changes on cash -202 -679
Cash balance as of 31 December 8,294 62,907
Comprising of:
Cash 15 8,294 62,907
FINANCIAL STATEMENTS GROUP
ANNUAL REPORT 202528
The consolidated financial statements should be read in conjunction with the accompanying notes.
*The Group has restated its 2024 financial statements. See note 26 for details.
Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity.
Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.
Group
|
Consolidated statement of changes in equity 1 January - 31 December
Attributable to owners of the parent company
(amounts in NOK 1,000) Notes
Share
capital
Share
premium
Other
reserves
Retained
earnings
Total
equity
As of 1 January 2025 115,155 70,268 35,208 -135,853 84,779
Reclassification 104,638 -104,638 -
Profit (loss) after taxes -80,543 -80,543
Other comprehensive income (loss) -3,268 -3,268
Total comprehensive income (loss) - 104,638 - -188,448 -83,810
Share issues 19 4,706 15,294 20,000
Share issue costs 19 -651 -651
Share based remuneration 19 4,857 4,857
Transfer of loss to share premium -166,001 166,001 -
As of 31 December 2025 119,860 23,549 40,065 -158,299 25,175
As of 1 January 2024 as originally presented 104,025 30,858 31,965 -72,497 94,351
Correction of error (net of tax)* 26 -2,124 -2,124
As of 1 January 2024 restated -74,621 92,227
Profit (loss) after taxes 2024 as originally presented 26 -45,235 -45,235
Correction of error (net of tax) 2024* 26 -29,864 -29,864
Other comprehensive income (loss) restated 26 4,280 4,280
Total comprehensive income (loss) restated 26 - - - -70,819 -70,819
Share issues 19 11,130 51,313 62,442
Share issue costs 19 -2,314 -2,314
Share based remuneration 19 3,243 3,243
Transfer of loss to share premium -9,589 9,589 -
As of 31 December 2024 restated 115,155 70,268 35,208 -135,853 84,779
FINANCIAL STATEMENTS GROUP
ANNUAL REPORT 202529
Notes to financial
statement - Group
ANNUAL REPORT 202530
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202531
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202532
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202533
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202534
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202535
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202536
Note 8 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202537
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202538
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202539
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202540
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202541
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202542
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202543
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202544
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202545
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202546
Note 18 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202547
Note 19 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202548
Note 19 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202549
Note 19 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202550
Note 19 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202551
Note 19 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202552
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202553
Note 20 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202554
Note 20 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202555
Note 20 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202556
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202557
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202558
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202559
Note 26 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202560
Note 26 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202561
Note 26 Continued
NOTES TO FINANCIAL STATEMENT GROUP
ANNUAL REPORT 202562
Financial
Statements
Parent Company
ANNUAL REPORT 202563
Parent Company
|
Consolidated statement of comprehensive income 1 January - 31 December
(amounts in NOK 1,000) Notes 2025 2024
Revenues 2 6,616 9,451
Total revenues 6,616 9,451
Payroll expenses 3 -10,873 -11,361
Share based remuneration 3 -1,462 -432
Other operating expenses 4 -14,741 -7,715
Depreciation and amortization 7,8 -1,423 -1,366
Total operating expenses -28,498 -20,874
Operating profit (loss) -21,882 -11,423
Financial income 5 1,148 1,471
Financial expenses 5 -44 -55
Net currency gains (losses) 5 -962 418
Impairment on investments in subsidiaries 5 -144,260 -
Net financial items -144,118 1,834
Profit (loss) before taxes -166,001 -9,589
Income tax expenses 6 - -
Profit (loss) after taxes -166,001 -9,589
Other comprehensive income (loss) - -
Total comprehensive income (loss) -166,001 -9,589
FINANCIAL STATEMENTS PARENT COMPANY
ANNUAL REPORT 202564
Parent Company
|
Statement of financial position As of 31 December
(amounts in NOK 1,000) Notes 2025 2024
Intangible assets 7 - 750
Property, plant and equipment 8,15 280 954
Shares in subsidiaries 9 224,120 312,790
Loans to group companies 10 897 5,534
Total non-current assets 225,297 320,028
Other current assets 11 1,704 1,542
Cash 12 2,989 47,924
Total current assets 4,692 49,466
Total assets 229,989 369,494
Share capital 13 119,860 115,155
Share premium 23,549 174,906
Other reserves 36,430 31,580
Retained earnings 40,060 40,060
Total equity 219,900 361,701
Non-current lease liability 15 - 227
Total non-current liabilities - 227
Accounts payables 6,527 910
Current lease liabilities 15 227 648
Other current liabilities 14 3,336 6,008
Total current liabilities 10,089 7,566
Total equity and liabilities 229,989 369,494
The board of directors of NEXT
Biometrics Group ASA
Oslo, 27 April 2026
Hans Henrik Klouman
Chair
/Sign/ /Sign/
/Sign/
/Sign/
/Sign/ /Sign/
Siri Gomnæs Børsum
Board member
Tove Giske
Board member
Ulf Ritsvall
CEO
Roy Tselentis
Deputy Chair
Emine Lundkvist
Board member
FINANCIAL STATEMENTS PARENT COMPANY
ANNUAL REPORT 202565
Parent Company
|
Statement of changes in equity 1 January - 31 December
(amounts in NOK 1,000) Notes
Share
capital
Other
reserves
Share
premium
Other
reserves
Retained
earnings
Total
equity
As of 1 January 2025 115,155 174,906 31,580 40,060 361,701
Profit (loss) after taxes -166,001 -166,001
Other comprehensive income (loss) - -
Total comprehensive income (loss) - - -166,001 -166,001
Share issues 13 4,706 15,294 20,000
Share issue costs 13 -651 -651
Share-based remuneration 13 4,851 4,851
Transfer of loss to share premium -166,001 166,001
As of 31 December 2025 119,860 23,549 36,430 40,060 219,900
As of 1 January 2024 104,025 135,496 28,336 40,060 307,918
Profit (loss) after taxes -9,589 -9,589
Other comprehensive income (loss) - -
Total comprehensive income (loss) - - - - -9,589 -9,589
Share issues 13 11,130 51,313 62,442
Share issue costs 13 -2,314 -2,314
Share-based remuneration 13 3,243 3,243
Transfer of loss to share premium -9,589 9,589
As of 31 December 2024 115,155 174,906 31,580 40,060 361,701
FINANCIAL STATEMENTS PARENT COMPANY
ANNUAL REPORT 202566
Parent Company
|
Statement of cash flow 1 January - 31 December
(amounts in NOK 1,000) Notes 2025 2024
Profit (loss) before taxes -166,001 -9,589
Share based remuneration 13 3,341 2,069
Accrued share option social security cost -1,880 -4,345
Depreciation and amortization 7,8 1,423 1,366
Change in accounts payables 5,616 214
Change in other working capital items and other -1,358 1,791
Impairment on investments in subsidiaries 9 144,260 -
Interests received 710 890
Interests paid -44 -54
Net cash flow from operating activities -13,932 -7,658
Net financing of subsidiary 9,10 -54,081 -45,000
Repayments of intercompany loan 4,419 1,013
Net cash flow from investing activities -49,662 -43,987
Proceeds from issue of shares 19,349 60,129
Payment of lease liabilities 15 -690 -650
Net cash flow from financing activities 18,659 59,479
Net change in cash flow -44,935 7,834
Cash balance as of 1 January 47,9 24 40,091
Effects of exchange rate changes on cash -272 82
Cash balance as of 31 December 2,989 47,9 24
Comprising of:
Cash 12 2,989 47,924
FINANCIAL STATEMENTS PARENT COMPANY
ANNUAL REPORT 202567
NOTE 1 General information and summary of significant accounting policies
NEXT Biometrics Group ASA is a holding
company and contains the activities that
are performed in Norway including Group
Management.
These financial statements have been
prepared in accordance with IFRS®
Accounting Standards as adopted by the EU
per 31 December 2025.
NEXT Biometrics Group ASA’s accounting
principles are consistent with the accounting
principles for the Group, as described in note
2 of the consolidated financial statements.
Where the notes for the parent company are
substantially different from the notes for the
Group, these are shown below. Otherwise,
refer to the notes to the consolidated financial
statements.
Shares in subsidiaries are accounted for
using the cost method. The investments
in subsidiaries are valued at cost unless
impairment is required due to lower fair
value. Assessments of impairment on shares
in subsidiaries are done by the end of each
reporting period. When the parent has an
obligation to settle share-based remuneration
to employees in subsidiaries in its own
equity instruments, this is accounted for as
an increase in equity and a corresponding
increase in shares in subsidiaries.
NEXT Biometrics Group ASA’s financial
statements for 2025 have been prepared on
the basis of a going concern assumption.
Please see note 25 in the Group financial
statements for further details.
NOTE 2 Revenues
Operating revenues are management
fee and royalty charged to the subsidiary
NEXT Biometrics AS. Revenues from NEXT
Biometrics AS totals to NOK 6.6 million in 2025
(2024: NOK 9.5 million).
NOTE 3 Payroll expenses
(amounts in NOK 1,000) 2025 2024
Salaries, fees -8,371 -9,147
Share based remuneration (salary part) -3,341 -2,069
Share based remuneration (employer's tax) 1,880 1,637
Social security taxes -1,586 -1,625
Pension contribution -373 -349
Other personnel expenses -542 -240
Total payroll expenses -12,334 -11,793
Average numbers of employees 4 4
The parent company, NEXT Biometrics
Group ASA, provides a contribution-based
pension insurance scheme for all employees.
The scheme satisfies the mandatory service
pension (‘OTP’) in Norway. By the end of
2025, there were 3 employees in the parent
company. Please refer to Note 20 in the Group
Financial notes for further information on
the remuneration offered to the board and
management of the company.
Notes to financial statement -
Parent Company
ANNUAL REPORT 20256868
NOTE 4 Other operating expenses
(amounts in NOK 1,000) 2025 2024
Fees to consultants, lawyers and others -11,674 -4,361
Travel expenses -609 -733
Other expenses -2,459 -2,621
Total other operating expenses -14,741 -7,715
(amounts in NOK 1,000) 2025 2024
Audit fee -722 -441
Attestation -4 -202
Non-audit services -120 -53
Total audit fees -846 -696
Other expenses include insurance, marketing
expenses, Oslo stock exchange fees, stock
register fee and other costs.
Fees to consultants, lawyers and others
includes remuneration to auditor, see
specification in table below:
NOTE 5 Financial items
(amounts in 1,000 NOK) 2025 2024
Interest income from group companies (see note 10) 724 499
Interest income on sub-leases (see note 15) - 81
Interest income 424 890
Total financial income 1,148 1,471
Interest expenses -2 -2
Interest expenses right-to-use assets (see note 15) -42 -54
Impairment on investments in subsidiaries -144,260 -
Total financial expenses -144,304 -55
Realized currency gains (losses) -304 -171
Change in unrealized currency gains (losses) -658 590
Net currency gains (losses) -962 418
Net financial items -144,118 1,834
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202569
NOTE 6 Income taxes
(amounts in NOK 1,000) 2025 2024
Current taxes - -
Change in deferred taxes - -
Total income tax expenses - -
Income tax expense reconciliation:
Profit (loss) before taxes -166,001 -9,589
Expected income tax expenses at Norwegian nominal tax rate (22%) -36,520 -2,110
Tax effect of permanent differences 32,334 -47
Change in deferred tax assets not recognized 4,186 2,157
Actual income tax expenses - -
Effective tax rate 0% 0%
(amounts in NOK 1,000) 2025 2024
Property, plant and equipment 280 954
Long term loans 336 536
Lease receivables - -
Lease liabilities -227 -875
Other temporary differences - -1,880
Tax losses carried forward -264,382 -243,672
Total temporary differences and tax losses carried forward -263,993 -244,936
Deferred tax assets -58,078 -53,886
Deferred tax assets not recognized 58,078 53,886
Deferred tax assets in the balance sheet - -
Deferred tax related to the following temporary differences:
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202570
Note 6 Continued
NOTE 7 Intangible assets
Intangible assets consist mainly of acquisition
of right to use the patent and know-how
(IP) described as the NEXT Active Thermal™
Sensing principle.
The individual intangible asset is not
considered as separate cash generating
units. Rather, that assets are evaluated for
impairment in combination with other assets.
Therefore, impairment tests have been
performed as part of an overall impairment
assessment.
The company booked an impairment of
shares in subsidiaries. Consequently, it
was concluded that there was no need for
impairment of intangible assets. See note 9 for
further information.
Tax losses carried forward has no limitations in
expiry date.
Due to a history of losses, deferred tax assets
are not recognized.
The following table illustrates the deferred
tax balance recognized in the statement of
financial position:
The following table illustrates the basis for
calculation of current tax:
(amounts in NOK 1,000) 2025 2024
Deferred tax assets - -
Deferred tax liabilities - -
Net deferred taxes as of 31 December - -
(amounts in NOK 1,000) 2025 2024
Profit (loss) before taxes -166,001 -9,589
Permanent differences 146,972 -214
Change in temporary differences -1,654 -4,911
Basis for current taxes -20,683 -14,715
(amounts in NOK 1,000) 2025 2024
Accumulated cost as of 1 January 7,458 7,458
Additions - -
Disposals at cost - -
Accumulated cost as of 31 December 7,458 7,458
Accumulated amortization and impairment losses as of 1 January -6,708 -5,959
Amortization -750 -750
Accumulated amortization and impairment losses of disposed items - -
Accumulated amortization and impairment losses as of 31 December -7,458 -6,708
Carrying amount as of 31 December - 750
Amortization period in years (straight line) 12 12
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202571
2025 2024
(amounts in NOK 1,000) RoU-assets Total RoU-assets Total
Accumulated cost as of 1 January 1,347 1,347 1,048 1,048
Additions - - 1,346 1,346
Disposals at cost - - -1,047 -1,047
Accumulated cost as of 31 December 1,347 1,347 1,347 1,347
Accumulated depreciation and impairment losses as of 1 January -392 -392 -600 -600
Depreciation -673 -673 -616 -616
Impairment losses - - - -
Derecognition of RoU asset due to office lease amendment - - -224 -224
Accumulated depreciation and impairment losses of disposed items - - 1,047 1,047
Accumulated depreciation and impairment losses as of 31 December -1,066 -1,066 -392 -392
Carrying amount as of 31 December 280 280 954 954
Depreciation period in years (straight line) 2-4 2-4
(amounts in NOK 1,000) Office
Owned directly by
Parent company
Owned by NEXT
Biometrics AS
Ownership / voting
interest in % 2025
Ownership / voting
interest in % 2024
NEXT Biometrics AS Oslo, Norway x 100% 100%
NEXT Biometrics Inc. Seattle, USA x 100% 100%
NEXT Biometrics China Ltd. Shanghai, China x 50% 50%
NEXT Biometrics Taiwan Ltd. Taipei, Taiwan x 100% 100%
NEXT Biometrics Solutions Pvt. Ltd. Bengaluru, India x 100% 100%
NEXT Biometrics AB* Malmo, Sweden x 100% NA*
NOTE 8 Property, plant and equipment
NOTE 9 Shares in subsidiaries and group companies
The table below shows the subsidiaries in the
Group. NEXT Biometrics Group ASA owns
100% of NEXT Biometrics AS. The remaining
subsidiaries are owned by NEXT Biometrics AS.
Please see table below for details. All
subsidiaries are consolidated in the Group's
financial statements.
Right-of-use assets (RoU-assets) represent
office leases. In 2024, the company extended
the Oslo office lease by 2 years and changed
its office location with the same office lease
company, which represent the additions in
2024 for right-of-use assets (RoU-assets). See
also note 15 for further information regarding
leases.
*NEXT Biometrics AS incorporated NEXT Biometrics AB as a new subsidiary during 2025.
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202572
Note 9 Continued
The table below shows the carrying amount of
shares in subsidiaries for the Parent company
as of 31 December:
The main asset in the parent company
is shares in subsidiaries. The change in
carrying amount from 31 December 2024 to
31 December 2025, is related to write down
of shares in NEXT Biometrics AS of NOK 144.3
million, capital increases of NOK 54.1 million
and investment in subsidiaries related to
sharebased renumeration cost (relating to
employees and contractors in subsidiaries) of
NOK 1.5 million.
Management considers the market value of
the group as an appropriate estimate of fair
value. The market value of equity is considered
to be the closing stock price at Oslo Stock
Exchange at year-end 2025, which was NOK
1.835 per share and equals to a total market
value of NOK 219.9 million. The market value
of the company was lower than the book
value equity as per 31 December before the
impairment assessment was performed. At
year-end 2025, carrying amount of the shares
in NEXT Biometrics AS was written down with
NOK 144.3 million so that the carrying amount
of equity in the parent company corresponds
to market value of equity.
The company has also performed an
impairment review in the form of a discounted
cash flow analysis, which provides a higher
value for the group than NOK 219.9 million.
We believe the share price derived value
should be the basis for the values used in
the NEXT Biometrics Group ASA Financial
Statements due to the uncertainties relating to
the discounted cash flow valuation emerging
from future revenue growth, gross margin,
operating expenses and investments.
(amounts in NOK 1,000) 2025 2024
NEXT Biometrics AS 224,120 312,790
Total shares in subsidiaries 224,120 312,790
NOTE 10 Loans to group companies
(amounts in NOK 1,000) 2025 2024
Loan to NEXT Biometrics Taiwan Ltd. 897 5,534
Total loans group companies as of 31 December 897 5,534
The loan to NEXT Biometrics Taiwan Ltd. was
charged with NIBOR 6 months + 3.2%. Interest
for 2025 amounted to NOK 0.2 million (2024:
NOK 0.4 million).
The parent company had a short-term loan
to NEXT Biometrics AS during 2025. Interest
was charged with the rate of 7.2% per annum.
Interest for 2025 amounted to NOK 0.5
million. The loan was under registration in the
corporate registry to be converted to share
capital in NEXT Biometrics AS in December
2025.
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202573
NOTE 11 Other current assets
NOTE 12 Cash
(amounts in NOK 1,000) 2025 2024
Receivables NEXT Biometrics AS 388 877
Prepayments 315 351
Deposits 115 115
Other receivables 885 199
Total other current assets 1,703 1,542
Number of shares outstanding 2025 2024
Opening balance 115,154,535 104,024,929
Share issue(s) 4,705,882 5,500,000
Exercised incentive share options - 5,629,606
Closing balance 119,860,417 115,154,535
(amounts in NOK 1,000) 2025 2024
Cash - unrestricted 2,739 47,631
Cash - employees withheld payroll tax deposits 249 293
Total cash 2,989 47,924
NOTE 13 Equity and share based remuneration
There is one class of shares. All shares have
equal rights and are freely negotiable. The
share capital is fully paid in. The par value of
the shares is NOK 1 per share.
As of 31 December 2025, the Company has
one share option program. There are currently
an accumulated 13,987,161 (11.67% of total
number of shares in the Company) share
options outstanding.
NEXT Biometrics Group ASA booked a share
based remuneration operating cost of NOK 3.3
million as payroll expense and NOK 1.5 million
was booked as investment in subsidiaries.
For further information regarding share capital,
shareholder's information and share-based
options, please refer to note 19 in group
consolidated financial statement.
Net amount in the period (NOK 1,000)
2025 2024
Share based remuneration cost , NEXT Biometrics Group ASA 3,341 2,069 See note 3, payroll expenses
Share based remuneration cost , employees in NEXT
Biometrics Group ASA subsidiaries 887 716
Booked as addition to investment in subsidiaries
(Note 9, shares in subsidiaries)
Share based remuneration cost , consultants/contractors in
NEXT Biometrics Group ASA subsidiaries 623 458
Booked as addition to investment in subsidiaries
(Note 9, shares in subsidiaries)
Total 4,851 3,243
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202574
NOTE 14 Other liabilities
NOTE 15 Leases
(amounts in 1,000 NOK) 2025 2024
Accrued salary, vacation pay and board remuneration 2,200 2,885
Public duties payable 798 1,022
Share options social security tax - 1,880
Other current liabilities 338 220
Total other current liabilities 3,336 6,008
For financial liabilities at amortised cost,
the carrying amount is assessed to be a
reasonable approximation of fair value. All
items above are at amortised cost or nominal
value.
The table below shows the amounts related to leases
recognized in the statement of financial position:
(amounts in NOK 1,000) 2025 2024
Depreciation property right-of-use assets
(included in "Depreciation and amortization") -673 -616
Interest income (included in "Financial income") - 81
Interest expenses (included in "Financial expenses") -42 -54
Net expenses related to leases -715 -588
The table below shows the amounts related
to leases recognized in the statement of
comprehensive income:
The table below shows a reconciliation of the
opening and closing balance for lease liabilities
arising from financing activities:
(amounts in NOK 1,000) 2025 2024
Property - office leases (included in "Property, plant and equipment") 280 954
Total right-of-use assets 280 954
Non-current lease liabilities (included in "Other non-current liabilities") - 227
Current lease liabilities (included in "Other current liabilities") 227 648
Total lease liabilities 227 875
See note 8 for more information regarding
right-of-use assets.
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202575
Note 15 Continued
The table below shows the maturity profile
for the lease liabilities based on contractual
undiscounted payments:
(amounts in NOK 1,000) 2025 2024
Within one year 230 690
More than 1 year but within 5 years - 230
Total contractual cash flows related to leases 230 920
NOTE 16 Related party transactions
The parent company’s significant
shareholders, board members and
management, are considered related parties.
For overview of transactions with these parties,
please refer to note 20 and 23 in group
consolidated financial statement.
Companies within the Group are also
considered related parties. See note 2
for overview of sales to group companies
and note 10 for overview of loans to group
companies.
NOTE 17 Events occurring after the balance sheet dates
On 18 March 2026, the Group announced a
partially underwritten NOK 50 million rights
issue and a NOK 25 million bridge loan facility
that will be repaid with proceeds from the
Rights Issue. Please refer to note 24 in the
group consolidated financial statement for
further details.
Between 31 December 2025 and the
resolution of these financial statements, there
has not been any other event which have had
any noticeable impact on the Group’s or the
parent company's result for 2025 or the value
of the Group or the parent company’s assets
and liabilities as of 31 December 2025.
(amounts in NOK 1,000) 2025 2024
Opening balance 875 430
Changes from financing cash flows -690 -650
Changes in lease liabilities due to new/amended
lease agreements or CPI adjustments - 1,041
Other changes 42 53
Closing balance as of 31 December 227 875
The table below shows a reconciliation of the
opening and closing balance for lease liabilities
arising from financing activities:
The total cash outflow for leases in 2025 was NOK
0.7 million (2024: NOK 0.6 million).
NOTES TO FINANCIAL STATEMENT PARENT COMPANY
ANNUAL REPORT 202576
Responsibility statement
We confirm that, to the best of our knowledge,
the financial statements for the period from
1 January to 31 December 2025 have been
prepared in accordance with IFRS as adopted
by the EU, with such additional information as
required by the Norwegian Accounting Act,
and give a true and fair view of the Group’s and
Parent company’s assets, liabilities, financial
position and result of operations, and that the
Board of Directors’ report gives a true and
fair view of the development, performance
and financial position of the Group and the
Parent company, and includes a description of
the principal risks and uncertainties that they
face.
Oslo, 27 April 2026
Hans Henrik Klouman
Chair
/Sign/ /Sign/
/Sign/
/Sign/
/Sign/ /Sign/
Siri Gomnæs Børsum
Board member
Tove Giske
Board member
Ulf Ritsvall
CEO
Roy Tselentis
Deputy Chair
Emine Lundkvist
Board member
ANNUAL REPORT 202577
RSM Norge AS
Ruseløkkveien 30, 0251 Oslo
Pb 1312 Vika, 0112 Oslo
Org.nr: 982 316 588 MVA
T +47 23 11 42 00
F +47 23 11 42 01
www.rsmnorge.no
RSM Norge AS (organisasjonsnr. 982316588), RSM Advokatfirma AS (organisasjonsnr. 914095573) og RSM Norge
Kompetanse AS (organisasjonsnr. 925107492) er medlem av RSM-nettverket og driver under navnet RSM. RSM er
forretningsnavnet som brukes av medlemmene i RSM-nettverket. RSM Advokatfirma AS og RSM Norge
Kompetanse AS er selskaper tilknyttet RSM Norge AS. Hvert medlem i RSM-nettverket er et selvstendig revisjons-
og rådgivningsfirma med uavhengig virksomhet. RSM-nettverket er ikke selv en egen juridisk person av noen form i
noen jurisdiksjon.
To the General Meeting of NEXT Biometrics Group ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of NEXT Biometrics Group ASA, which comprise:
the financial statements of the parent company NEXT Biometrics Group ASA (the Company), which
comprise the balance sheet as at 31 December 2025, the income statement, statement of
comprehensive income, statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including material accounting policy information, and
the consolidated financial statements of NEXT Biometrics Group ASA and its subsidiaries (the Group),
which comprise the balance sheet as at 31 December 2025, the income statement, statement of
comprehensive income, statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including material accounting policy information.
In our opinion
the financial statements comply with applicable statutory requirements,
the financial statements give a true and fair view of the financial position of the Company as at
31 December 2025, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU, and
the consolidated financial statements give a true and fair view of the financial position of the Group as at
31 December 2025, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by relevant
laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as
applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
RSM Norge AS
Ruseløkkveien 30, 0251 Oslo
Pb 1312 Vika, 0112 Oslo
Org.nr: 982 316 588 MVA
T +47 23 11 42 00
F +47 23 11 42 01
www.rsmnorge.no
RSM Norge AS (organisasjonsnr. 982316588), RSM Advokatfirma AS (organisasjonsnr. 914095573) og RSM Norge
Kompetanse AS (organisasjonsnr. 925107492) er medlem av RSM-nettverket og driver under navnet RSM. RSM er
forretningsnavnet som brukes av medlemmene i RSM-nettverket. RSM Advokatfirma AS og RSM Norge
Kompetanse AS er selskaper tilknyttet RSM Norge AS. Hvert medlem i RSM-nettverket er et selvstendig revisjons-
og rådgivningsfirma med uavhengig virksomhet. RSM-nettverket er ikke selv en egen juridisk person av noen form i
noen jurisdiksjon.
To the General Meeting of NEXT Biometrics Group ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of NEXT Biometrics Group ASA, which comprise:
the financial statements of the parent company NEXT Biometrics Group ASA (the Company), which
comprise the balance sheet as at 31 December 2025, the income statement, statement of
comprehensive income, statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including material accounting policy information, and
the consolidated financial statements of NEXT Biometrics Group ASA and its subsidiaries (the Group),
which comprise the balance sheet as at 31 December 2025, the income statement, statement of
comprehensive income, statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including material accounting policy information.
In our opinion
the financial statements comply with applicable statutory requirements,
the financial statements give a true and fair view of the financial position of the Company as at
31 December 2025, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU, and
the consolidated financial statements give a true and fair view of the financial position of the Group as at
31 December 2025, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by relevant
laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as
applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
Auditor's report
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2
We have been the auditor of NEXT Biometrics Group ASA for 2 years from the election by the general meeting
of the shareholders on 16 May 2024 for the accounting year 2024.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Key audit matters How our audit addressed the key audit matters
Inventory
Inventories have a total carrying value of NOK 25,4
million after deducting for a obsolescence related
write down to NOK 8,3 million.
In 2025, inventory turnover has been low, and a
significant part of the inventory is slow-moving. The
write down for inventory obsolescence is based on
the projected sales budget for 2026 to 2027. Sales
budgets involve the use of management judgment,
and there is significant estimation uncertainty related
to the projected sales for 2026-2027. The uncertainty
relates to long sales processes and unforeseen
events in the markets that the Group operates in.
Net realizable value of inventory has been
considered a key audit matter due to the size of the
balances and the inherit uncertainty related to futures
sales volumes.
Our audit procedures included the following:
- We have obtained an understanding of the
relevant inventory routines and the
management consideration of obsolescence
- We have reviewed the documentation
prepared by management, including budget
of future sales, and challenged
management’s assessments
- We have assessed the nature of the goods
and the probability of future write downs
- We have evaluated market potential for the
Groups products
- We have considered whether management’s
assessment of the net realizable value is
appropriately disclosed in the notes
accompanying the financial statement
Restatement of the 2024 financial statements
The Board of Directors has initiated an independent
investigation that led to restatement of the
comparable numbers for 2024. The net negative
impact on the equity for the Group as of December
31, 2024, was NOK 34,1 million.
Restatement of the 2024 comparable numbers are
considered a key audit matter due to the materiality
of the adjustments applied.
Our audit procedures included the following:
- We have reviewed the reports from the
independent investigation
- We have reviewed management’s
accounting assessments following the results
of the investigation
- We have reviewed the calculations and
accuracy of the restatements applied to the
comparable numbers for 2024
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3
Going concern
The consolidated financial statement has been
prepared based on the going concern assumption.
The Group’s cash flow forecast for 2026 and the first
half of 2027 formed the basis for the going concern
assessment.
Going concern has been considered a key audit
matter due to the Group’s historic weak profitability
and strained liquidity situation. This indicates that
there is a material uncertainty to whether the Group
can continue as a going concern without significant
increase in sales and injection of capital.
Our audit procedures included the following:
- We have obtained an understanding of the
Group’s financial position
- We have evaluated management’s
assessment of the going concern assumption
- We have reviewed the cash flow forecast for
2026 and first half of 2027 and challenged
the management on the assumptions applied
- We have reviewed the underwriting
agreements for subscription for NOK 41
million in the Right Issue planned to be
approved at the Annual Shareholder Meeting
- We have evaluated that note 25 provides
relevant information regarding assumptions
and uncertainty
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and our
auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of
Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there is
material inconsistency between the Board of Directors’ report and the other information accompanying the
financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board
of Directors’ report and the other information accompanying the financial statements otherwise appear to be
materially misstated. We are required to report if there is a material misstatement in the Board of Directors’
report or the other information accompanying the financial statements. We have nothing to report in this regard.
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 opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of 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 and the Group’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 Group or to cease
operations, or has no realistic alternative but to do so.
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Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's and the Group's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company and the
Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves a true and fair view.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
AUDITOR'S REPORT
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Auditor’s Report 2025
5
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of NEXT Biometrics Group 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 NB_Group_ASA_Annual_report_2025-12-31.xbri, have been prepared, in all
material respects, in compliance with with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5
of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with ESEF.
We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 –
“Assurance engagements other than audits or reviews of historical financial information”. The standard requires
us to plan and perform procedures to obtain reasonable assurance about whether the financial statements
included in the annual report have been prepared in compliance with the ESEF Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging
of the consolidated financial statements and assess management’s use of judgement. Our procedures include
reconciliation of the iXBRL tagged data with the audited financial statements in human-readable format. We
believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 27 April 2026
RSM Norge AS
Cecilie Tronstad
State Authorised Public Accountant
AUDITOR'S REPORT
ANNUAL REPORT 202582
Alternative performance measures
NEXT’s financial information has been
prepared in accordance with International
Financial Reporting Standards (IFRS).
In addition, it is management’s intent to
provide alternative performance measures
that are regularly reviewed by management
to enhance the understanding of NEXT’s
performance, but not instead of, the financial
statements prepared in accordance with
IFRS. The alternative performance measures
presented may be determined or calculated
differently by other companies.
Definitions
Most of these key figures are alternative
performance measures according to ESMA’s
definition. How these key figures are used is
described below, as is how they are calculated.
The alternative performance measures are
used to provide a more comprehensive
description of how the operational activities
are developing, such as adjusted gross
profit, Adjusted EBITDA and Adjusted
operating expenses.
ANNUAL REPORT 202583
(amounts in NOK 1,000) 2025 2024
Revenues 13,364 19,681
Cost of materials -13,551 -16,780
Gross profit -187 2,900
Gross profit (%) -187 2,900
Divided by revenues 13,364 19,681
Gross profit (%) -1% 15%
(amounts in NOK 1,000) 2025 2024
Revenues 13,364 19,681
Cost of materials excluding inventory write-downs and non-recurring
adjustments -6,384 -16,417
Adjusted gross profit 6,980 3,263
Adjusted gross profit 6,980 3,263
Divided by revenues 13,364 19,681
Adjusted gross profit (%) 52% 17%
(amounts in NOK 1,000) 2025 2024
Cost of materials -13,551 -16,780
Added inventory write-downs and non-recurring adjustments 7,167 363
Cost of materials excluding inventory write-downs and non-
recurring adjustments
-6,384 -16,417
Gross profit / gross profit (%)
Gross profit is defined as revenues less cost of materials. Gross profit margin (%) is expressed as a
percentage of revenues.
Adjusted gross profit / Adjusted gross profit (%)
Adjusted Gross profit is defined as revenues less cost of materials excluding inventory write-
downs. Adjusted Gross profit margin (%) is expressed as a percentage of revenues.
Adjusted gross profit / Adjusted gross profit (%)
Inventory write-downs are costs related to excess inventory in relation to raw materials, semi-
finished goods, products and product lines that are discontinued and/or in the process of being
discontinued. Inventory write-down non-recurring adjustments are one-off adjustments that are
not expected to occur in the future.
Cost of materials excluding inventory write-downs and non-recurring adjustments
Cost of materials excluding inventory write-downs is cost of materials and production service
expenses, less inventory write-downs and non-recurring adjustments. Cost of materials non-
recurring adjustments are one-off adjustments that are not expected to occur in the future.
ALTERNATIVE PERFORMANCE MEASURES
ANNUAL REPORT 202584
EBITDA / Adjusted EBITDA
EBITDA is earnings before interest, taxes, depreciation, amortization and impairment losses.
Adjusted EBITDA is equal to EBITDA excluding “share-based remuneration” (salary part,
employer’s part tax part and operating part), inventory write-downs and non-recurring advisory
and legal costs in connection with restatement/investigation and China litigation
(amounts in NOK 1,000) 2025 2024
Operating profit (loss) -80,590 -75,932
Added back depreciation and amortization 4,627 5,394
EBITDA -75,963 -70,538
Added back share-based remuneration (salary part) 4,232 2,776
Added back share-based remuneration (employer's tax) -1,880 -1,637
Added back share-based remuneration (operating part) 625 452
Added inventory write-downs and non-recurring adjustments 7,167 363
Added back non-recurring advisory and legal costs in
connection with restatement/investigation and China litigation 5,918 0
Adjusted EBITDA -59,901 -68,584
(amounts in NOK 1,000) 2025 2024
Operating expenses (OPEX) 75,776 73,438
Deducted share-based remuneration (salary part) -4,232 -2,776
Deducted share-based remuneration (employer's tax) 1,880 1,637
Deducted share-based remuneration (operating part) -625 -452
Deducted non-recurring advisory and legal costs in connection
with restatement/investigation and China litigation -5,918 0
Adjusted Operating expenses (Adjusted OPEX) 66,881 71,847
Adjusted operating expenses (Adjusted OPEX)
Adjusted operating expenses (Adjusted OPEX) is defined as salaries and personnel cost and
other operating expenses excluding share-based renumeration, inventory write-downs and non-
recurring legal, investigation/advisory and audit fees in relation to the investigation of the fraud in
China and related litigation.
Operating expenses (OPEX)
Operating expenses (OPEX) consist of salaries and personnel cost and other
operating expenses.
ALTERNATIVE PERFORMANCE MEASURES
ANNUAL REPORT 202585
