Smartoptics Group ASA

ANNUAL

REPORT

2025

2 | Annual Report 2025

TABLE OF CONTENTS

3 SMARTOPTICS

4 2025 IN BRIEF

5 MESSAGE FROM THE CEO

6 BUSINESS OVERVIEW

9 CUSTOMERS

14 PRODUCTS

23 BOARD OF DIRECTORS

25 MANAGEMENT TEAM

29 BOARD OF DIRECTORS REPORT

39 FINANCIAL STATEMENTS FOR THE GROUP

44 NOTES FOR THE GROUP

63 FINANCIAL STATEMENTS FOR THE PARENT COMPANY

67 NOTES FOR THE PARENT COMPANY

TABLE OF CONTENTS

3 | Annual Report 2025

SMARTOPTICS

EXPANDING YOUR NETWORK HORIZONS

Corporate headquarter in Oslo.

Main oces in Stockholm & Amsterdam, NY

Representatives

Americas

EMEA

APAC

Geographical definition

WORLDWIDE PRESENCE

Smartoptics provides innovative optical networking

solutions for a new era of open networking. We focus

on solving network challenges and increasing the

competitiveness of our customers. Our customer base

includes cable and telecom operators, cloud providers,

Internet exchanges, governments and thousands of

enterprises.

At Smartoptics, we leverage modern software design

principles and expand network horizons by taking an

open approach in everything we do. This empowers our

customers to break free from unwanted vendor lock-in,

remain ﬂexible and minimize costs.

Our solutions based on open networking standards

and protocols are used in metro and regional network

applications as well as in metro access networks. The

products we deliver are based on in-house developed

hardware and software and enhanced by associated

services.

Smartoptics is a Scandinavian company founded in 2006.

We partner with leading technology and network solution

providers and hold numerous certifications and approvals

from major switching and storage solution providers

such as Brocade, Cisco and Dell. We have a global reach

through our salesforce and more than 100 business

partners including distributors, OEMs and VARs.

As a challenger, we take pride in our open approach,

smart design principles and ambitious customer service.

4 | Annual Report 2025

2025 IN BRIEF

HIGHLIGHTS

• Revenue of USD 75.3 million compared to USD 55.5 million in the same period 2024, which corresponds to an

increase of revenue by 35.6%

• Gross margin of 47.8% compared to 48.1% same period 2024

• EBITDA of USD 9.7 (5.6) million, equivalent to an EBITDA margin of 12.9% (10.1%)

• Operating profit (EBIT) of USD 6.8 (3.3) million, equivalent to an operating margin of 9.0% (5.9%)

• Smartoptics continued to gain traction with larger customers, including communication service providers, Internet

content providers and regional network operators. The large account strategy delivered encouraging results.

• During 2025, Smartoptics successfully uplisted to the main board of Euronext Oslo Børs, strengthening the

company’s visibility in capital markets and supporting continued international growth.

Amounts in USD thousands 2025 2024 Change

Revenue 75 269 55 508 35.6 %

Gross profit 35 988 26 724 34.7 %

Gross margin 47.8 % 48.1 % -0.3 p.p

Operating cost -26 268 -21 142 24.2 %

EBITDA 9 720 5 582 74.1 %

EBITDA margin 12.9 % 10.1 % 2.8 p.p

Operating profit 6 785 3 289 106.3 %

Operating margin 9.0 % 5.9 % 3.1 p.p

Profit & loss for the year 4 684 4 042 15.9 %

Basic earnings per share 0.048 0.041 15.4 %

Operating cash ﬂow 8 498 6 387

FTEs 134 123

5 | Annual Report 2025

MESSAGE FROM THE CEO

2025 was a transformative year for Smartoptics. We de-

ivered strong growth, improved profitabiity, and impor-

tant strategic miestones, confirming the strength of our

business mode and our position in a rapidy evoving op-

tica networking market.

For the fu year, Smartoptics reported revenue of USD

75.3 miion, representing 35.6% growth compared to

2024. Profitabiity aso improved significanty, with EBIT-

DA reaching USD 9.7 miion, corresponding to an EBIT-

DA margin of 12.9%, and EBIT of USD 6.8 miion, equ-

ivaent to an operating margin of 9.0%. Our gross margin

remained stabe at 47.8%, whie operating cash ow was

USD 8.5 miion, reecting the scaabiity of our business

mode as revenues continue to grow. The tota optica

transport market reached USD 16.5 biion in 2025 and

is expected to grow to USD 23.7 biion by 2029, driven

argey by increasing investments in artificia inteigence

infrastructure — a structura taiwind that is reshaping de-

mand across our core markets.

The strong performance was driven by increasing de-

mand across our core segments. Investments in data

center connectivity, coud infrastructure, and the rapid

expansion of AI-driven workoads are reshaping the op-

tica networking market. Smartoptics’ open, exibe and

cost-ecient soutions are we aigned with these trends,

enabing our customers to scae network capacity whie

maintaining operationa eciency.

Throughout the year, we continued to gain traction with

arger customers, primariy within our two customer seg-

ments: Network Operators and Coud/AI. Our arge acco-

unt strategy showed promising resuts, whie our extensi-

ve product portfoio—incuding optica devices, soutions,

and software—keeps strengthening our competitive posi-

tion. Our approach is based on open networking princi-

pes and disaggregated WDM architectures—a phiosop-

hy that the market is increasingy recognizing.

A key miestone during 2025 was our successfu upis-

ting to the main board of Euronext Oso Børs. This step

increases our visibiity in the capita markets, improves

iquidity in the share, and provides access to a broader

internationa investor base. The upisting reects both

the maturity of the company and our ambition to continue

scaing the business in the years ahead.

Geographicay, the Americas continued to ead our

growth during the year, supported by strong investments

in network infrastructure and increasing demand from

data center and coud ecosystems. At the same time, we

saw improving momentum across our European markets

and continued deveopment in other regions.

Smartoptics operates in a market that is undergoing stru-

ctura growth. Goba data trac continues to expand ra-

pidy, driven by coud computing, AI infrastructure, and

increasing digitaization across industries. Our focus on

open optica networking, combined with a scaabe ope-

rating mode and a growing software oering, positions

us we to capture these opportunities.

Looking ahead, our priorities remain cear. We wi con-

tinue to expand our presence among arge accounts,

strengthen our software capabiities, and invest in produ-

ct innovation to support arger networks, higher network

speeds and more automated optica networks. At the

same time, we remain committed to discipined executi-

on, baancing growth with profitabiity and strong cash

generation.

Finay, I woud ike to thank our customers, partners, sha-

rehoders, and empoyees for their continued trust and

commitment. The achievements of 2025 woud not have

been possibe without the dedication and expertise of the

entire Smartoptics team. With strong momentum and a

cear strategic direction, we ook forward to continuing

our growth journey in the years ahead.

For further information, please contact:

Magnus Grenfeldt, CEO

6 | Annual Report 2025

BUSINESS OVERVIEW

Revenue is generated globally across the Americas,

EMEA and Asia-Pacific, reﬂecting Smartoptics’ internatio-

nal customer base and global sales organization.

In 2025, the Americas represented the largest share of

revenue at approximately 58.8%, followed by EMEA at

33.2% and APAC at 8.0%.

The strong performance in the Americas was primarily

driven by increased investments from communication ser-

vice providers and internet content providers, particularly

related to data center interconnect and AI-driven infrastru-

cture deployments.

EMEA continues to represent an important market for

Smartoptics, supported by an established partner ecosys-

tem and growing traction among large accounts during

the second half of 2025.

Revenue in APAC is typically more project-driven and the-

refore subject to greater quarter-to-quarter variability.

The geographic revenue mix reﬂects Smartoptics’ strate-

gic focus on markets with strong demand for metro and

regional optical networking infrastructure.

REVENUE BY GEOGRAPHY

REVENUE BY BUSINESS AREA

Smartoptics’ revenue is generated across three business

areas: Solutions, Optical Devices, and Software & Ser-

vices.

In 2025, Solutions represented approximately 59.0% of

revenue, Optical Devices 25.9%, and Software & Services

15.1%.

The Solutions segment includes the company’s optical

transport systems based on the Dynamic Connectivity

Platform (DCP), including open line systems, transponders

and muxponders. This segment represents the core of

Smartoptics’ business and reﬂects the company’s focus

on system-level optical networking solutions.

Optical Devices includes optical transceivers and passi-

ve optical components. The segment delivered strong

growth during 2025, including a record quarter in Q4 dri-

ven by increased demand across customer segments.

Software & Services includes network management soft-

ware, technical support and professional services. The

segment is closely linked to the installed base of Smartop-

tics systems and represents an important source of recur-

ring revenue.

The revenue distribution illustrates Smartoptics’ strategy

of combining hardware platforms with software and ser-

vices to deliver complete optical networking solutions.

28.1

25.9

44.3

27.1

24.7

25.0

3.3

4.9

6.0

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

2023 2024 2025

Americas EMEA APAC

35.6

31.5

44.4

16.4

15.6

19.5

6.5

8.5

11.4

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

2023 2024 2025

Solutions Devices Software & Services

7 | Annual Report 2025

BUSINESS OVERVIEW

REVENUE BY CUSTOMER TYPE

Smartoptics total revenue increased from USD 55.5

million in 2024 to USD 75.3 million in 2025, reﬂe-

cting strong demand for optical transport soluti-

ons in metro and regional network environments.

Communication Service Providers (CSPs) represen-

ted the largest customer segment in 2025, generating

USD 32.7 million in revenue, corresponding to 43.4% of

total revenue, compared to USD 19.8 million in 2024.

This represents 64.5% year-over-year growth. The in-

crease reﬂects continued investments by telecom ope-

rators in metro and regional optical transport infrastru-

cture to support rapidly growing bandwidth demand.

Revenue from Enterprise customers amounted to

USD 27.6 million in 2025, compared to USD 26.0

million in 2024, corresponding to 36.6% of total re-

venue representing 5.8% year-over-year growth. Whi-

le enterprise networks remain an important part of the

company’s business, growth in this segment was more mo-

derate compared to the infrastructure-driven segments.

Revenue from Internet Content Providers and Internet

Exchanges (ICPs/IXPs) increased from USD 9.6 million in

2024 to USD 15.0 million in 2025, corresponding to 20.0% of

total revenue, representing 56.5% year-over-year growth.

The strong growth in the CSP and ICP segments reﬂe-

cts structural industry trends driven by the expansion

of hyperscale data centers, increasing cloud trac and

the rapid growth of artificial intelligence workloads. The-

se trends are driving demand for high-capacity optical

transport solutions connecting data centers and network

aggregation points, particularly in metro and regional

network architectures where the company’s solutions are

typically deployed.

REVENUE BY CHANNEL

22.4

26.0

27.6

24.2

19.8

32.7

11.9

9.6

15.0

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

2023 2024 2025

Enterprise CSP ICP

42.6

39.5

51.5

15.9

16.1

23.8

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

2023 2024 2025

Indirect Direct

The company’s revenue is generated through a combi-

nation of indirect partner channels and direct sales.

Indirect sales channels represented the majority of re-

venue, accounting for USD 51.5 million in 2025, compared

to USD 39.5 million in 2024, corresponding to 68.4% of total

revenue and representing 30.4% year-over-year growth.

Indirect channels include value-added resellers, distri-

butors and system integrators that provide local market

coverage, network design expertise and deployment

services. The company’s partner ecosystem enables

ecient market access and scalability across a bro-

ad set of geographic markets and customer segments.

Direct sales accounted for USD 23.8 million in 2025,

compared to USD 16.1 million in 2024, correspon-

ding to 31.6% of total revenue and representing 47.8%

growth year-over-year. Direct engagement typically

occurs with larger infrastructure customers, including

telecom operators and internet infrastructure provi-

ders, where network deployments often involve clo-

ser collaboration on architecture and solution design.

The combination of direct and indirect sales channels

enables Smartoptics to eciently reach customers world-

wide while maintaining close relationships with key stra-

tegic accounts.

8 | Annual Report 2025

BUSINESS OVERVIEW

The total optical transport market amounted to USD 16.5

billion in 2025 and is expected to grow to USD 23.7 billion

by 2029. This represents a material increase in expected

growth compared to previous estimates, primarily driven by

investments related to artificial intelligence infrastructure.

In 2025, Smartoptics primarily addressed the glo-

bal Metro WDM market, which accounted for appro-

ximately 39% of the total optical transport market.

MARKET DEVELOPMENT

2025 2026 2027 2028 2029

Optical Hardware

When estimating market share, the company focuses on

the metro WDM market in North America and EMEA. Alt-

hough this is not the only market Smartoptics addresses

from a technical or geographic perspective, it serves as

a relevant reference market for assessing the company’s

position. This market is expected to grow at approxima-

tely 6.3% annually through 2029.

* SOURCE: CIGNAL.AI DATA: TRANSPORT HARDWARE REPORT (2026-03-09)

USD BN

9 | Annual Report 2025

CUSTOMERS

THE EVERGROWING DEMAND FOR BANDWIDTH

Communications are a central element of our lives, both in

a professional and private sense. We scroll among unlimi-

ted streams of video content on the TV, we play compu-

ter games with our friends, and we participate in video

conferences with colleagues on other continents. Where

telecommunications once meant just telephony, today

streaming services, Internet access, data sharing, and vi-

deo communications have become mainstream applica-

tions, making up the vast majority of all the information

transported over the electronic web spanning the Earth. At

the same time, artificial intelligence (AI) is revolutionizing

the way we interact with digital communications. AI-powe-

red algorithms enhance video quality in real-time, perso-

nalize content recommendations, making our interactions

with the digital world more seamless and ecient. As AI

continues to evolve, it will further shape the future of tele-

communications, enabling smarter, faster, and more adap-

tive communication networks.

The trac growth in communication networks has been

significant. And this will continue. Technological innovati-

on and mass production have gradually reduced the cost

of each transported bit. And a lower bandwidth cost spurs

the innovation of even more bandwidth hungry applica-

tions. The shift towards higher capacity communications

networks is in a positive feedback loop and it will roll on

for a long time.

This trend is the driving force behind the global demand

for the high capacity, optical transport solutions provided

by Smartoptics. Hence the Smartoptics’ customers are

found among the cable and telecom operators, cloud ser-

vice providers, Internet exchanges, governmental agen-

cies and enterprises striving to keep up with their users’

never-ending need for more bandwidth.

CUSTOMERS

The Ever-Growing Demand for Bandwidth

1990 2022

Internet traffic

in the US

HD Video

Streaming

Streaming a

show on TV

Live Gaming

Playing Online

multiplayer game on

a gaming console

Video

Conferencing

Hosting a group video

call on a laptop

Average

usage,

Mbit/s

0.4

7.6

0.1

1.5

0.5

2.1

10 | Annual Report 2025

CUSTOMERS

COMMUNICATION SERVICE PROVIDERS

Public networks, operated by cable and telecom providers,

are among the biggest communication networks in terms

of user base. These operators oer bandwidth capacity

and related services to their customers. Their users range

from large numbers of consumers with broadband access

to enterprises active in time-critical businesses such as

e-commerce or media streaming, putting great demands

not only on fast but also on fail-safe connections. These

Communication Service Providers (CSPs) form Smartop-

tics’ largest addressable market segment and use Smar-

toptics products to build cost ecient optical networks

interconnecting the CSP’s major points of presence and

providing network access for the CSP’s users.

The CSP’s networks typically have a hierarchical structu-

re where trac from many users is aggregated and then

transported over common long-distance connections.

The hierarchical structure of the CSPs’ networks oers

multiple opportunities for the deployment of Smartoptics

open line systems, transponder, and muxponder produ-

cts: At the regional level, which interconnects cities, 100G,

400G, and 800G DWDM line systems with DCP-R ROAD-

Ms from Smartoptics are in strong demand when building

ring and mesh shaped networks. Within cities, i.e., at the

metro level, additional DWDM rings at 100G and 400G

built with ROADMs from Smartoptics are used to meet the

demand for further distribution of the CSP’s bandwidth.

And to reach the thousands of CSP users, access and

edge networks using Smartoptics 10G and 100G open line

systems with transponders/muxponders as demarcation

devices are deployed.

The CSPs have a recurring demand for more bandwidth

between their points of presence, as well as significant

expansion needs when building backhaul networks for

e.g., 5G and broadband access. A recent trend is that CSPs

increasingly invest in IP over DWDM solutions with open

line systems, which is an excellent match for the new RO-

ADM and open line system oerings based on the Dyna-

mic Connectivity Platform (DCP) from Smartoptics. Thanks

to the open interfaces (APIs) of the Smartoptics’ products

and by using the SoSmart Software Suite from Smartop-

tics, the CSP may also create a complete and simple to

use “point-and-click” management solution for his optical

network. Or alternatively, the Smartoptics’ IP over DWDM

solutions can be integrated with the existing management

and provisioning systems already in place. Hence, the IP

over DWDM solutions from Smartoptics oer the CSP both

a lower cost and simpler management than traditional op-

tical transport systems.

CUSTOMER TYPES

Access Network

Mobile Network

Metro Edge Network

(1000xN)

Regional Network (10xN)

Los Angeles

San Francisco

Long distance Network

(Ciena, Infinera, Nokia, etc.)

Metro Network (100xN)

Oakland

San José 2

SFO

San José 1

Aggregation router

• Regional Network - Connectivity between cities in a

region. 100Gbit/s, 400Gbit/s and 800Gbit/s. Several

hundred connections

• Metro Networks - Connectivity between major

Datacenters. 100Gbit/s, 400Gbit/s and 800Gbit/s.

Several hundred connections

• Metro Edge Networks - Backhaul of Data to

major Datacenters. 10Gbit/s up to 400Gbit/s.

Several thousand connections

11 | Annual Report 2025

CUSTOMERS

RURAL COMMUNICATION AND BROADBAND SERVICE

PROVIDERS

A special type of Communication Service Provider is the

rural service provider, serving less densely populated

areas and remote regions of a country. The rural service

providers often play a crucial role in the digitalization

policies of a country and in the strive to bring an equal set

of digital services to all citizens.

In the initial deployment phases, the rural service provider

can seldom aord to use the powerful optical transport

solutions that have been designed primarily for the “tier 1”

types of networks in a metropolitan area. Rather, the rural

service provider requires solutions that have a low entry

cost, are simple to operate, but also have the potential to

be upgraded to higher capacities when the need arises.

Hence, the rural optical network becomes an excellent

application for Smartoptics’ IP over DWDM architecture.

It allows for an ecient mix of active/passive solutions for

broadband backhaul combined with a regional network

consisting of upgradable, easily manageable, open line

systems using ROADMs and long reach optics.

Regional Network

Access Network

Active

Hub

Active

Hub

Active

Hub

Passive

Filters

Passive

Filters

Passive

Filters

Passive

Filters

Passive

Filters

• Regional Network - Connectivity between major

nodes in the area at 100Gbit/s, 400Gbit/s and

800Gbit/s. Using active equipment that routes

trac to and from the access network rings.

• Access Network - Backhaul of trac from radio base

stations, enterprises and businesses to the active

hubs of the regional network. Using optical filters

hence no power is required at the add/drop sites.

12 | Annual Report 2025

CUSTOMERS

INTERNET CONTENT PROVIDERS AND INTERNET

EXCHANGES

An Internet Content Provider (ICP) is an organization that

creates information, entertainment, or other content for

online delivery over the Internet. ICPs deploy high-capa-

city optical networks within their data centers and for back

up between datacenters. Some of the larger ICPs also

maintain their own international optical transport network

to reduce their media distribution costs.

Internet Exchanges (IXPs) are peering points for Inter-

net trac, allowing participant Internet Service Providers

(ISPs) to exchange data for their respective networks. An

IXP organization typically operates several such exchange

points in one or more countries as well as Points of Pre-

sence (POP) in relevant data centers, all interconnected by

a dedicated optical transport network

The ever-growing demand for bandwidth drives ICPs and

IXPs to request bandwidth at a very attractive cost per bit,

when interconnecting their sites. A preferred way of achi-

eving this is to deploy IP over DWDM solutions from Smar-

toptics, removing transponders and decreasing the overall

cost of the transport layer. When even higher capacities

are required or if the switches only have low speed ports,

using e.g., the Smartoptics DCP-404 muxponder paired

with 400G transceivers is an excellent alternative. This

muxponder can run four 100G links over 400G, using only

one fiber pair instead of four, in a compact and ecient

form factor. By simply adding more DCP-404s into a single

rack unit, it is even possible to expand capacity by up to a

factor of four.

Smartoptics innovative and fully open DCP platform simpli-

fies all types of IP over DWDM deployments by reducing

cost and automating network configuration. An IP over

DWDM architecture further has the advantage of levera-

ging technology advances more rapidly than traditional

systems, thereby facilitating a continuous update of the

DWDM connections from 100G to 800G and beyond.

• Point-of-Presence (POP) - connectivity needs an

Internet Exchange (IXP) with two core routers.

POP 1 POP 2 POP 3

IX Core 2IX Core 1

13 | Annual Report 2025

CUSTOMERS

ENTERPRISE AND GOVERNMENT DATA CENTERS

Like ICPs and IXPs, enterprises and government agencies

use Smartoptics’ products to boost the bandwidth

transported over optical fibers when interconnecting their

data centers. With IP over DWDM solutions oered by

Smartoptics it is possible to transport up to 26 Terabit/s

over one fiber pair, and to mix and match Ethernet trac

with e.g., storage specific protocols like Fibre Channel.

The unprecedented software automation oered by the

DCP platform allows the customers to use this advanced

technology with very limited in-house competence in how

networks are installed, commissioned, and operated.

Enterprise and government projects are typically smaller

than CSP and IXP projects but often result in recurring

revenues over several years. Normally network utilization

grows and transport capacity may have to be upgraded by

10 – 50% in the years following the initial deployment. And

since there is typically 4-5 years between new technology

cycles, a complete re-investment in the optical network

often occurs after about 5 years.

Datacenter

Servers and Storage Routers

10G

25G

32G

100G

400G

Datacenter

Transport/Optical

Datacenter

10G

25G

32G

100G

400G

Backup Datacenter (Enterprice), Datacenter 2, 3… (ICP)

N x 100/400G or FC

Up to 100km

Up to 16 Tbit/s

Servers and StorageRoutersTransport/Optical

14 | Annual Report 2025

PRODUCTS

OVERVIEW PORTFOLIO

DENSE WAVELENGTH

DIVISION MULTIPLEXING 

DWDM

Smartoptics oers products for high-performance and

scalable optical transport solutions over optical fibers. The

fundamental technology underlying the products is called

Wavelength Division Multiplexing (WDM) and Smartoptics

is primarily utilizing a form of this technology referred to as

Dense Wavelength Division Multiplexing or DWDM.

In DWDM, data carried by separate electrical signals is

transformed into light pulses of dierent colors. These co-

lored signals can then be sent over an optical fiber and

retrieved at the receiving end by picking up each indivi-

dual incoming color separately. The colors are combined

into the light stream to be transported by the fiber using

a device called a multiplexer and then, at the other end

of the fiber, the light stream is separated into individual

wavelengths again by use of a demultiplexer, so that they

can be sent to the correct receiver. The optical fiber with

multiplexers, demultiplexers, and strategically placed op-

tical amplifiers, is often referred to as a line system, while

the conversion between the electrical and optical signals

is performed by pluggable transceivers.

Thanks to the wavelength multiplexing the customer

gets access not to one, but to many independent, two-

way communication channels, even with just one fiber

pair deployed between the sites. This allows enterprises,

for example, to build corporate communication networks

for video conferences, data communications and server

back-up, all using the same fiber infrastructure. Similarly,

a telecom operator can leverage the same fiber network

for both telephony, Internet services and high-speed

data center interconnect (DCI) solutions services, without

having to deploy costly separate long distance fiber ca-

bles.

Illustrations of function of an Open Line System

15 | Annual Report 2025

PRODUCTS

IP OVER DWDM WITH OPEN

LINE SYSTEMS

Until recently, all optical transport networks were built

using dedicated, monolithic, optical transport systems

originating from the telco world. However, an open archi-

tectural approach is now increasingly applied to optical

networking, using IP over DWDM, i.e., pluggable optics in

standard IP routers and switches, and open line systems

including everything needed for the DWDM channels to

be carried over longer distances (amplifiers, dispersion

compensation, ROADMs etc.). A new breed of disaggre-

gated network solutions has emerged, relying upon stan-

dardized hardware with embedded WDM capabilities and

with the option of being steered from the same Software

Defined Networking (SDN) controllers as other parts of the

network.

IP over DWDM solutions are critical for enterprises and

cloud providers seeking cost-eective, high-capacity Data

Center Interconnect (DCI) and for Communication Ser-

vice Providers (CSPs) for metro edge and metro/ regional

networks. The building practices, use of pluggable op-

tics, SDN etc. originating from the enterprise data centers

have laid the foundation for a new generation of optical

networks, reaping the rewards of breakthroughs in DWDM

and transceiver technology. The Smartoptics’ products

are designed for this new era in optical communications.

Open configurationLegacy configuration

Optical transport equipment vendor

Trp/Mxp DWDM Fiber Trp/Mxp

Router

Router with

embedded

transceiver

Open line system

DWDM Fiber

Trp/Mxp

16 | Annual Report 2025

PRODUCTS

PRODUCT PORTFOLIO

Smartoptics’ product portfolio comprises Optical

Solutions, Optical Devices and Software & Services.

OPTICAL SOLUTIONS BASED ON THE DYNAMIC

CONNECTIVITY PLATFORM DCP

To meet the diverse requirements of IP over DWDM with

active and open line systems, Smartoptics has designed

the Dynamic Connectivity Platform (DCP) as a multipur-

pose base, supporting the optical networking needs of

both operators and enterprises. The DCP platform uses

an open architecture supporting pluggable transceivers,

open line systems, and SDN control, resulting in a superi-

or price/performance when compared to legacy solutions.

The DCP platform can be used in all types of IP over DWDM

optical networks, may they be simple point-to-point links

or advanced, ROADM-based, ring and mesh networks. To

fit the varying needs of IP over DWDM, the DCP platform

comes in several ﬂavors: The DCP-M, the DCP-R, and the

DCP-F open line system families, and a comprehensive

portfolio of transponders and muxponders.

The DCP platform is designed for scalable deployments,

from small-scale enterprises to large-scale service provi-

der networks and to cater for use in special situations. Ma-

nagement of all DCP platform products can be done using

the SoSmart software suite from Smartoptics.

THE DCP OPEN LINE SYSTEM FAMILIES

An open line system may be anything from a set of passi-

ve optical filters and a fiber to a complex, meshed ROADM

network with multiple active elements. To meet the diver-

se requirements of active open line systems, Smartoptics

has introduced three families of DCP products:

THE DCPM FAMILY

For automated provisioning with minimal manual interven-

tion of point-to-point links with multiple trac formats at

speeds up to 800G, optimized for cost-eciency and high

bandwidth capacity. The DCP-M family comprises six mo-

dels for either 8, 32, or 40 channels, dedicated for either

100G DWDM PAM4, 400ZR, 800G, or for applications with

any mix of PAM4, NRZ and coherent 100/400G channels.

The DCP-M products have a fixed form factor chassis, and

each model is designed for a particular use case.

THE DCPR FAMILY

For any type of ring and mesh shaped ROADM network

with multiple trac formats, focusing on service reliabi-

lity and wavelength manageability. The DCP-R products

enable advanced topologies with up to 34 degrees (fiber

directions) and support of a mixture of modulation formats

such as 400ZR OIF, 800G, NRZ, and coherent wavelengt-

hs. The DCP-R products also have a fixed form factor chas-

sis, and each model is designed for a particular applicati-

on.

The DCP-M/DCP-R chassis (top) and the DCP-2 chassis with a DCP-F-A22 amplifier and a DCP-F-R22 micro ROADM (bottom)

17 | Annual Report 2025

PRODUCTS

THE DCPF FAMILY

For configuration of all types of open line systems with a

set of versatile, active, optical units that can be used on

their own or extend the functionality of the DCP-M and

DCP-R families as well as being used in active/passive

optical ring applications. The DCP-F units have a uniquely

high level of ﬂexibility based on a building box concept

with ﬂexible optical modules that fit into a DCP-2 chassis.

THE DCP TRANSPONDERS AND MUXPONDERS

For use cases where a stand-alone transponder or

muxponder adds value, Smartoptics has introduced a se-

parate family of DCP-2 based transponders and muxpon-

ders. Using a transponder, a short range electrical or op-

tical signal from a switch or router can be converted to a

long range DWDM signal for transport over an open line

system. The transponder/muxponder may also perform

encryption of the optical signal and optical channel quality

monitoring.

The DCP-108, DCP-802, DCP-1203, and the DCP-1610

transponders are typically used to adapt switches and

routers that do not accept pluggable CWDM/DWDM tran-

sceivers to use an open IP over DWDM line system. These

products also often act as a demarcation device between

a service provider’s network and his subscribers.

The Smartoptics DCP transponders and muxponders.

DCP-108

DCP-1203

DCP-1610

DCP-110

DCP-404

DCP-802

18 | Annual Report 2025

The DCP-110 muxponder oers a cost-eective way of ag-

gregating up to ten 10 GbE signals into one 100G chan-

nel to be transported over a DWDM line system. Similarly,

the DCP-404 muxponder enables the multiplexing of four

100GbE signals into one 400G channel for the most band-

width ecient utilization of the available fiber infrastructu-

re.

THE SOSMART SOFTWARE SUITE

SoSmart is a modular software suite for SDN-based ma-

nagement of Smartoptics’ products in an open, multi-lay-

er and multi-vendor optical networking environment. The

management suite features a cloud-native software archi-

tecture with open APIs for seamless integration that ena-

ble a high level of management ﬂexibility, modularity, and

multiple integration possibilities with other systems and

products.

SoSmart - Controller

Smartoptics ROADM NE’s

SoSmart – Manager

Multi-vendor network management system

Smartoptics ROADM NE’s

RESTCONF APIs*

SoSmart

Planner

SNMP

CLI

NETCONF

SNMP

CLI

SNMP

CLI

*Future

PRODUCTS

Using the graphical user interface of the suite’s SoSmart

Manager, a network operator can dynamically provision

capacity, monitor performance, and track down problems

in the underlying physical optical network. Alternatively,

the SoSmart suite acts as an adaptation layer between

the network elements from Smartoptics and higher-level

multi-vendor network management systems and orche-

strators.

The Smartoptics SoSmart Software Suite for open network

management includes the following building blocks:

SOSMART MANAGER

The SoSmart Manager is the interface between the phy-

sical optical network and the sta operating the network,

and hence the graphical user interface (GUI) plays a cru-

cial role for the eciency of network provisioning and

management. The SoSmart Manager GUI is designed

to be straight forward and intuitive to use. Navigation is

easy with menus to the left and the workspace to the right

of the display. Graphical representations and selectable

menu alternatives are used wherever possible.

Optical layer path calculations and wavelength service

creation between network nodes as well as Layer 1 trans-

port service creation between Smartoptics transponders

are easily done by simple point and click actions. Just se-

lect a port in the node where the optical channel shall start

and a port in another node where it shall end, give the

service a name and you are done. The SoSmart Manager

will automatically calculate the path and estimate its per-

formance.

The SoSmart Manager also provides alarm lists and alarm

logs to simplify fault-finding and troubleshooting as well as

performance monitoring. Furthermore, the SoSmart Mana-

ger includes the necessary functions for an ecient admi-

nistration of the optical network including an up-to-date

inventory of the deployed network elements, and keeping

track of e.g., mandatory software/firmware upgrades and

necessary node element back-up files.

19 | Annual Report 2025

PRODUCTS

SOSMART CONTROLLER

The SoSmart Controller controls the network elements

in the optical network enabling the configuration of set-

tings and provisioning of services according to requests

coming from the SoSmart Manager GUI and/or from hig-

her-level management systems. The SoSmart Controller

is based on the open-source Transport Path Computation

Element (TransportPCE) software and uses the non-pro-

prietary NetConf and Open ROADM protocols to control

the network elements. The communication links to the in-

dividual network elements are typically implemented over

a secure and dedicated IP-network (DCN) reaching each

optical network node.

SOSMART PLANNER

The SoSmart Planner is an optical planning and simulation

tool with the same GUI as the SoSmart Manager and using

the open-source module GNPy for path simulations. The

SoSmart Planner with GNPy is fully capable of doing both

advanced OSNR simulations as well as advanced GSNR

simulations where non-linear eects are taken into consi-

deration.

The SoSmart Software Suite interworks seamlessly with

the DCP network elements, each of them having data

models based on Yang and supporting the Open ROADM

APIs, which are made accessible via the NetConf protocol.

The image shows an example network in the SoSmart Manager, a part of the SoSmart Software Suite.

20 | Annual Report 2025

PRODUCTS

This open approach has two important advantages: The

DCP network elements may be directly controlled by oth-

er SDN controllers supporting the Open ROADM API and

NetConf, and the SoSmart Software Suite can be exten-

ded to also control other optical network elements with

relevant open APIs.

OPTICAL DEVICES

Smartoptics oers a comprehensive portfolio of high-end,

high quality optical transceivers used for electrical/optical

conversion in e.g. routers, switches, and radio base stati-

ons. The Smartoptics transceivers support all types of sto-

rage, data, voice, and video trac, regardless of whether

it comes to linking rack-to-rack, bottom-to-top of rack, data

center-to-data center, or network-to-network with optical

fiber.

Building on its system and networking expertise, Smartop-

tics ensures the availability of the latest transceiver techn-

ology at the best price.

Smartoptics 32G, 16G and 8G Fibre Channel transceiver

families have been uniquely approved by Cisco for use

with its MDS platform. The certified solutions oer Cisco

users a new approach to cost-ecient data center conne-

ctivity through IP over DWDM networking. Smartoptics is

also the only vendor whose complete end-to-end soluti-

ons are layer 1 tested by Brocade. Not just transceivers or

multiplexers, but systems that allow intelligent long-distan-

ce connectivity based on IP over DWDM principles without

the need for stand-alone DWDM platforms.

In addition to the transceivers Smartoptics oers a

complete portfolio of passive WDM multiplexors, OADMs,

and cables, where applications span from data center in-

terconnect to pure access network deployments for ope-

rators. Smartoptics passive multiplexers and OADMs are

designed for the best possible performance levels. That

translates into low losses and even greater distances for

transmission. All Smartoptics units can be housed in case

hardened outdoor modules and used outdoors. The range

of passive CWDM/DWDM multiplexers and OADM modu-

les allow up to 16 CWDM and 80 DWDM channels to be

connected simultaneously over a dark fiber network. The-

se passive components are completely protocol transpa-

rent and suit applications including 800/400/100/10G Eth-

ernet, SDH/SONET, 32/16/8/4/2/1G Fibre Channel/FICON,

FTTx and CATV.

QSFP-DD transceiver

OSFP 400G transceiver

H-Chassi-1RU

SFP-DD 100GE transceiver

QSFP28 transceiver

21 | Annual Report 2025

PRODUCTS

Through the optical devices portfolio Smartoptics enable

enterprises and service providers to leverage advances

in pluggable optics in innovative ways, such as deploying

IP over DWDM networks, lowering the cost, and creating

better scalability for network owners.

PROFESSIONAL SERVICES

Smartoptics provides a wide range of services to its custo-

mers, mainly delivered by own inhouse resources. From

network design, via staging and installation support to af-

ter sales support, Smartoptics ensures that the customer

gets the most out of his network. The oering includes

pre-defined support service bundles, where the custo-

mer can choose a complete set including software update

subscriptions with technical support 24/7, advance produ-

ct replacement, and extended warranty. Alternatively, the

customer may pick and choose the individual support ser-

vices of his interest.

Sales of advanced and complete optical networks to

Communication Service Providers and large IXPs does

not only depend on the products themselves but also on

the support that can be delivered by the vendor when the

network has been deployed. Smartoptics therefore has a

dedicated support team handling trouble tickets from all

around the globe, 24 hours a day, every day of the year.

Response times and customer satisfaction are measured

continuously, and we are very pleased that over 90% of

our customers state that they are extremely satisfied with

the support they receive.

Professional services also play an important role in the

Smartoptics growth strategy. The increasing number of

customers signing up for Smartoptics’ professional ser-

vices is an important source of recurring revenue for the

company. By introducing service bundles such as Comple-

te Care and Smart Care, choosing an adequate service

level has been simplified for the customer, resulting in a

rapidly growing number of service contracts. The ultimate

objective is that every network deal shall be accompanied

by a professional service contract extending the customer

relation and providing continued income.

22 | Annual Report 2025

PRODUCTS

PROFESSIONAL SERVICES FROM SMARTOPTICS

ADVANCE PRODUCT

REPLACEMENT

Smartoptics’ advance product repla-

cement (APR) service is an optional

service that can be purchased for any

Smartoptics product. If a product is

found to be in need of replacement a

replacement product with the same or

similar functionality will be shipped by

the next business day.

COMPLETE CARE

The Complete Care service is our most

comprehensive service bundle and

contains TAC 24/7/365, software subs-

criptions and APR+EWS.

NETWORK DESIGN

SERVICES

We oer a complimentary optical

network design service. This includes

a bill of materials (BOM) to match the

future-proof fiber and network require-

ments of every individual network task

as well as recommendations for spare

parts.

SMART CARE

The Smart Care oers a bundle of

support services including 24/7/365

support and an extended product war-

ranty.

STAGING AND

INSTALLATION SUPPORT

Our pre-staging service encompasses

building up and testing the network in

our lab. This ensures the network is

fully operational prior to shipping and

saves valuable time during the instal-

lation period.

TECHNICAL SUPPORT

Our aim is to meet your network expe-

ctations by designing a network to be

as high-performance and cost-ecient

as possible.

TRAINING AND EDUCATION

Smartoptics oers training programs

for everything from xWDM basics

to our product portfolio and how to

design and implement an optimized

network to meet your current and

ongoing capacity requirements.

EXTENDED WARRANTY

SERVICE

Smartoptics’ extended warranty ser-

vice (EWS) allows you to extend the

term of your product warranty beyond

the standard term.

23 | Annual Report 2025

BOARD OF DIRECTORS

BORN

1964

BOARD MEMBER SINCE

2013

OTHER CURRENT ASSIGNMENTS

Chair of the Board of Etain AS, Chair of the Board of Apini AS, Owner of

Coretech AS

EDUCATION

Bachelor of Information Technology from EDB høyskolen in Oslo, Norway

HOLDINGS IN SMARTOPTICS GROUP

28 883 599 shares, as of 31 December 2025

BORN

1976

BOARD MEMBER SINCE

2022

OTHER CURRENT ASSIGNMENTS

Director of Finance & Accounting at Etraveli Group

EDUCATION

MSc. in Industrial Engineering and Management from the Royal Institute of

Technology

HOLDINGS IN SMARTOPTICS GROUP

7 339 shares, as of 31 December 2025

THOMAS RAMM

CHAIRMAN OF THE BOARD

SARA HEINER ASPLUND

BOARD MEMBER

24 | Annual Report 2025

BOARD OF DIRECTORS

BORN

1963

BOARD MEMBER SINCE

2019

OTHER CURRENT ASSIGNMENTS

CEO Studsvik AB, Board member of Net Insight AB

EDUCATION

MSc. in Systems Engineering from the Royal Institute of Technology

HOLDINGS IN SMARTOPTICS GROUP

493 078 shares, as of 31 December 2025

KARL THEDÉEN

BOARD MEMBER

BOARD OF DIRECTORS

BORN

1968

BOARD MEMBER SINCE

2022

OTHER CURRENT ASSIGNMENTS

Lawyer Advokatfirmaet Schjødt

EDUCATION

Cand Jur, Law from University of Oslo

HOLDINGS IN SMARTOPTICS GROUP

14 750 429 shares, as of 31 December 2025

EINAR CASPERSEN

DEPUTY BOARD MEMBER

25 | Annual Report 2025

MANAGEMENT TEAM

THE MANAGEMENT TEAM

BORN

1969

EXPERIENCE

Has held several management, sales and business development positions

at Transmode, Infinera, ADVA Optical Networking, Sycamore Networks and

Ericsson.

EDUCATION

MSc. Materials Physics from Uppsala University

JOINED SMARTOPTICS

2016

HOLDINGS IN SMARTOPTICS GROUP

1 257 489 shares as of 31 December 2025

BORN

1970

EXPERIENCE

Prior to joining Smartoptics, he held the position as Director of Finance

and Accounting at Trustly since November 2020. Previously, he was the

Director of Finance at Infinera. His background also includes positions in

financial controlling and accounting at Transmode, PacketFront, Powerwave

Technologies, Allgon and IconMedialab, as well as a tenure as an auditor at

PWC.

EDUCATION

Bachelor degree in Business and Economics from Stockholm University and

has studied Business Administration at the University of Macau.

JOINED SMARTOPTICS

2024

HOLDINGS IN SMARTOPTICS GROUP

5 000 shares as of 31 December 2025

MAGNUS GRENFELDT

CHIEF EXECUTIVE OFFICER

STEFAN KARLSSON

CHIEF FINANCIAL OFFICER

26 | Annual Report 2025

MANAGEMENT TEAM

BORN

1969

EXPERIENCE

Has held various positions at Transmode and Infinera including a 4-year

assignment in the USA where he worked as the director of sales engineering.

Prior to this Kent held several positions at Ericsson.

EDUCATION

BSc. In Engineering from the Royal Institute of Technology

JOINED SMARTOPTICS

2018

HOLDINGS IN SMARTOPTICS GROUP

180 075 shares as of 31 December 2025

BORN

1971

EXPERIENCE

Over 25 years of experience in the optical networking industry. Prior to joining

Smartoptics, he has held several product, sales, management and business

development positions at Infinera, Transmode, Lumentis, Ericsson and

Sycamore Networks. Including multiyear expat assignments in Italy and USA.

EDUCATION

Bachelor of science in Software/Electronic Engineering. Specializing in Data

communication and Distributed Systems.

JOINED SMARTOPTICS

2024

HOLDINGS IN SMARTOPTICS GROUP

8 000 shares, as of 31 December 2025

KENT LIDSTRÖM

CHIEF TECHNOLOGY OFFICER

BJÖRN ANDERSSON

SVP BUSINESS AREA

OPTICAL DEVICES

27 | Annual Report 2025

MANAGEMENT TEAM

BORN

1976

EXPERIENCE

Per has held several sales and management positions at Tilgin, Transmode

and Infinera.

EDUCATION

MSc. In Engineering from the Royal Institute of Technology

JOINED SMARTOPTICS

2017

HOLDINGS IN SMARTOPTICS GROUP

180 075 shares as of 31 December 2025

BORN

1973

EXPERIENCE

More than 20 years of experience from the optical telecommunication

industry. He has held several positions in procurement, sales and production

engineering at Coriant, Infinera, Nokia Siemens Networks, Siemens and

Taclink.

EDUCATION

Dipl.-Ing. Electrical Engineering - RF Technology and Photonics from

Technical University, Berlin

JOINED SMARTOPTICS

2021

HOLDINGS IN SMARTOPTICS GROUP

5 500 shares as of 31 December 2025

RONALD HÜBSCH

VP OF SUPPLY CHAIN

PER BURMAN

CHIEF MARKETING OFFICER

28 | Annual Report 2025

MANAGEMENT TEAM

BORN

1983

EXPERIENCE

Over 15 years of experience in R&D management, with 10 of those years

focused on the telecom and IT infrastructure industry. Prior to joining

Smartoptics, he held key roles at Transmode/Infinera between 2009 and 2017,

and at PacketFront from 2017 to 2019. He brings deep technical expertise

combined with leadership experience in developing and delivering innovative

infrastructure solutions.

EDUCATION

Master of Science degree in Engineering Physics from the Royal Institute of

Technology and a Master of Business Administration from Blekinge Institute

of Technology.

JOINED SMARTOPTICS

2025

HOLDINGS IN SMARTOPTICS GROUP

15 000 shares as of 31 December 2025

ANDREAS PERSSON

VP R&D

29 | Annual Report 2025

BOARD OF DIRECTORS REPORT

THE SMARTOPTICS GROUP

Smartoptics Group ASA is the holding company of the

Smartoptics group of companies (“the group” or “Smar-

toptics”). The group consists of Smartoptics Group ASA

and three subsidiaries (Smartoptics AS, Smartoptics Sveri-

ge AB and Smartoptics US Corp).

Smartoptics is a Scandinavian company that provides inn-

ovative optical networking solutions and devices for the

new era of open networking.

The group's focus is on solving network challenges and

increasing the customers eciency by having an open

network approach. This allows customers to break un-

wanted vendor lock ins, remain ﬂexible and reduce costs.

Smartoptics products are based on in-house developed

hardware and software, enhanced through associated

services.

The customer base includes thousands of enterprises, go-

vernments, cloud providers, Internet exchanges as well as

cable and telecom operators.

Smartoptics partners with leading technology and network

solution providers and upholds numerous certifications

and approvals from major switching and storage solution

providers such as Brocade, Cisco, and Dell. Smartoptics

has a global reach through the sales force and almost 200

business partners including distributors, OEMs and VARs.

OPERATIONAL OVERVIEW

PRODUCTS

Smartoptics has three main product categories.

Solutions comprises software and hardware systems

which enable transport of data over optical fibers in

networks and between data centers. Smartoptics’ product

oering is designed to target the metro and regional mar-

ket. Target customers may be enterprises, Internet con-

tent providers or communication service providers.

Devices consists of passive optical multiplexers, transcei-

vers (optical interfaces for routers, switches and base-sta-

tions for example) and various accessories. Optical tran-

sceivers are complete pluggable optical interfaces for any

host system, ranging from simple fiber to the home termi-

nation points to high end routers, switches and base sta-

tions. Smartoptics oers a complete portfolio that can be

used in a wide range of host systems. Smartoptics oers

optical transceivers capable of transmitting and receiving

from 100 Mbit/s to 400 Gbit/s.

Software & Services consists of technical support, advan-

ced product replacement, extended warranty and softwa-

re upgrades. Software & Services is usually sold together

with the other types of products.

LOCATIONS

The employees of the group are located in Norway, Swe-

den, United Kingdom, Germany, Poland, the Netherlands

and the United States. Smartoptics Group ASA operates

from Brynsalléen 2, 0667 Oslo. The Group also has pre-

sence in Japan, Mexico and Malaysia.

FINANCIAL REVIEW

FINANCIAL RESULTS OF 2025

Smartoptics revenues amounted to USD 75.3 (55.5) milli-

on in 2025, an increase of 35.6% from 2024. The increase

is driven by an increasing underlying demand in the mar-

ket, especially in the Americas.

Revenue in the Americas increased by 70.9% to USD 44.3

(25.9) million. Revenue in EMEA increased by 1.2% to USD

25.0 (24.7) million. In APAC revenue increased by 22.2% to

USD 6.0 (4.9) million.

Revenue split by business area for the year was Soluti-

ons 59.0% (56.8%), Devices 25.9% (28.0%) and Software

& Services 15.1% (15.2%).

Gross profit amounted to USD 36.0 (26.7) million, corre-

sponding to a gross margin of 47.8%, compared to 48.1%

in the previous year. The gross margin remains high and

stable.

Operating expenses amounted to USD 65.5 (49.9) million,

reﬂecting an increase driven primarily by higher revenu-

es and continued organizational expansion. At year-end

2025, Smartoptics had 143 employees, compared to 132

at the end of the previous year. The increase in operating

expenses was also partly attributable to the strengthening

of the USD against SEK and NOK. Net employee bene-

BOARD OF DIRECTORS REPORT

30 | Annual Report 2025

BOARD OF DIRECTORS REPORT

fit expenses increased by 27.6% to USD 18.9 (14.8) milli-

on and represented 25.1% of total revenue, compared to

26.7% in the prior year.

Operating profit amounted to USD 6.8 (3.3) million, cor-

responding to an operating margin of 9.0%, compared to

5.9% in the previous year. The improvement was driven

by strong revenue growth that exceeded the increase in

operating expenses. This development occurred despite

continued strategic investments in product development

and market expansion, while the gross margin remained

stable.

Amortization amounted to USD 0.6 (0.3) million. It prima-

rily relates to capitalized development, as well as other

intangible assets such as software systems. Capitalized

development additions for the year amounted to USD 0.9

(0.8) million.

Depreciation amounted to USD 2.4 (2.0) million and is

primarily related to production equipment and lab instru-

ments used for development, oce equipment and righ-

t-of-use assets.

Net financial items amounted to USD -0.8 (2.1) million. In-

terest expenses were USD -0.2 (-0.3) million and interest

income amounted to USD 0.2 (0.3) million. Net foreign

exchange dierences totaled USD -0.9 (2.1) million, mainly

related to the revaluation of cash, trade receivables and

trade payables, and were negatively impacted by the

strengthening of the USD against SEK and NOK.

Profit/(loss) for the year was USD 4.7 (4.0) million.

The parent company operates as a holding company, and

all operational activities are conducted in the subsidiaries.

The net income for the parent company was NOK 25.3

(USD 2.5) million.

In the 2024 annual report, the Group communicated

an ambition to reach USD 100 million in revenue by

2025/2026. The revenue development in 2025 is consi-

dered to be in line with this ambition, reﬂecting continued

growth and underlying market demand.

FINANCIAL POSITION AND CASH FLOW

Total non-current assets amounted to USD 9.1 (7.1) million

at the end of 2025. This mainly consists of right-of-use as-

sets of USD 0.6 (1.2) million, property, plant and equipment

of USD 3.7 (3.0) million, capitalized development of USD

2.2 (1.6) million as well as deferred tax assets of USD 1.9

(1.0) million.

Total current assets amounted to USD 47.0 (41.8) million at

the end of 2025. Current assets consist predominantly of

inventory, trade receivables and cash. Cash position was

USD 7.3 (8.0) million at year end.

The group had a total equity of USD 30.3 (28.5) million,

corresponding to an equity ratio of 54.1% (58.2)% at the

end of the year.

Total liabilities amounted to USD 25.9 (20.5) million at the

end of the year. Current liabilities were USD 19.9 (14.7) mil-

lion and non-current liabilities was USD 5.9 (5.8) million.

The group had USD 0.3 (0.8) million in interest bearing

debt. Current liabilities consist of mainly trade payables

of USD 5.6 (5.0) million and deferred revenue of USD 7.2

(4.0) million. Deferred revenue relates to pre-paid service

business, where revenue recognition is made as the per-

formance obligation of the service is fulfilled and the de-

ferred revenue is transformed to revenue.

Operating cash ﬂow was positive, USD 8.5 (6.4) million.

This was driven by overall profitable business.

RISK FACTORS

COMMERCIAL RISK

Smartoptics operates in a highly competitive market. Key

success factors include product performance, network

architecture, solution design capabilities, adherence to

industry standards, pricing, and the ability to deliver on

time. Increased competition in certain segments may af-

fect Smartoptics competitive position and attractiveness

to customers.

GEOPOLITICAL RISK

Smartoptics rely on a global supply chain with suppliers

located in Europe, North America and Asia. Escalating

geopolitical tensions, particularly between major global

powers, could pose risks to supply chain stability and ope-

rational continuity.

CUSTOMER CREDIT RISK

Customer credit risk is actively managed and continuous-

ly monitored. All customers are subject to credit evaluati-

ons, or the use of prepayment. Historically, the Group has

experienced very low levels of bad debt, and credit risk is

expected to remain minimal going forward.

LIQUIDITY RISK

The Group’s financial position is strong with USD 7.3 mil-

lion in cash at the end of the year. In addition, the Group

has an undrawn bank credit facility of USD 7.4 million, pro-

viding ample liquidity.

31 | Annual Report 2025

BOARD OF DIRECTORS REPORT

INTEREST RATE RISK

As of year-end 2025, total borrowings amounted to USD

0.3 million. The Group has two loans with Innovasjon Nor-

ge and one with Nordea Financing, all denominated in

NOK and set to be fully repaid by 2026. There are no oth-

er interest-bearing liabilities.

EXCHANGE RATE RISK

Smartoptics’ customer base is primarily located in Euro-

pe, the USA, and Canada. The vast majority of commercial

contracts—with both customers and suppliers—are deno-

minated in USD. However, operating expenses, particular-

ly salaries, are paid in local currencies such as SEK, NOK,

USD, EUR, and GBP. Consequently, currency ﬂuctuations

may impact profitability through changes in operating

costs.

FINANCIAL RISK

Financial risks are monitored continuously, and the Group

seeks to limit exposure through customer credit evaluati-

ons, maintaining liquidity reserves and credit facilities, and

ongoing follow-up of currency and interest rate exposure.

DEPENDENCY ON KEY PERSONNEL

Employees are among Smartoptics’ most critical assets.

Their expertise, experience, and professional networks

are not easily replaced. As the Group continues to grow,

Smartoptics is increasingly recognized as an attractive

employer, enhancing its ability to recruit top talent across

various markets. Employee turnover has remained consis-

tently low in recent years.

ESG

The Group also considers sustainability and climate-rela-

ted risks as part of its overall risk management framework,

including potential impacts from regulatory developments,

supply chain disruptions, and changing customer require-

ments related to environmental and social standards.

WORKING ENVIRONMENT AND

EMPLOYEES

At the end of the financial year, the Group had 143 em-

ployees, of whom 115 were men and 28 were women. The

parent company had 2 employees, both men. The Board

of Directors consists of four members, of whom one is fe-

male. No injuries or accidents were reported during the

financial year, and the level of sick leave remained low.

The Group promotes equality, diversity and inclusion

and has implemented policies covering non-discrimina-

tion, equal opportunities, and employee well-being. Em-

ployment decisions related to recruitment, promotion,

and compensation are based on merit, and grievance

mechanisms are in place to ensure that concerns can

be raised confidentially and addressed appropriately.

The Group is committed to providing a safe and inclusi-

ve working environment. Operations are supported by a

certified occupational health and safety management sys-

tem (ISO 45001), with regular audits and continuous im-

provement initiatives. No lost-time injuries were recorded

during the year. Gender distribution and diversity metrics

are monitored across all organizational levels.

ENVIRONMENT, SOCIAL &

GOVERNANCE

Smartoptics integrates sustainability into its strategy, go-

vernance, and operational practices to support respon-

sible growth and long-term value creation. As a global

provider of optical networking solutions, the company

recognizes the importance of balancing technological

innovation with environmental responsibility, ethical busi-

ness conduct, and strong stakeholder relationships.

ENVIRONMENTAL RESPONSIBILITY

Smartoptics works continuously to understand and reduce

its environmental footprint across its operations and value

chain. The company conducts greenhouse gas (GHG) in-

ventories in accordance with the GHG Protocol and ESRS

requirements, covering Scope 1, Scope 2, and Scope 3

emissions.

Operational emissions remain limited. Scope 1 emissions

remain at zero, and Scope 2 emissions remain low due to

the use of renewable electricity at operational locations in

Oslo and Stockholm. The majority of emissions originate

from the value chain, particularly from transportation, lo-

gistics, and supplier-related activities.

During the reporting year, Smartoptics further improved

the quality and transparency of Scope 3 emissions data

by strengthening collaboration with logistics partners and

improving data collection processes. Key climate-related

actions include renewable electricity sourcing, improved

emissions tracking, the introduction of Sustainable Aviati-

on Fuel in selected freight operations, and ongoing enga-

gement with suppliers to improve value chain transparen-

cy and emissions management.

The company also continues to strengthen circular eco-

nomy practices. Waste sorting and recycling processes

have been improved, resulting in increased recycling ra-

tes and reduced residual waste. These measures support

the company’s eorts to improve resource eciency and

environmental performance.

32 | Annual Report 2025

BOARD OF DIRECTORS REPORT

SOCIAL RESPONSIBILITY

Smartoptics is committed to providing a safe, inclusive,

and supportive workplace for all employees. The compa-

ny maintains a certified occupational health and safety

management system under ISO 45001, supporting stru-

ctured risk management, preventive safety measures, and

continuous monitoring of workplace conditions.

Employee well-being and engagement remain important

priorities. Smartoptics maintained its Great Place to Work

certification during the reporting year and was recogni-

zed among Sweden’s Top 25 workplaces in the IT sector.

These recognitions reﬂect strong employee trust, engage-

ment, and workplace culture.

Responsible supply chain management also remains a

key focus area. Smartoptics applies supplier qualification

processes, risk-based assessments, and ongoing engage-

ment with suppliers to ensure alignment with expectations

related to labor rights, ethical conduct, and environmental

responsibility. Responsible sourcing initiatives also ad-

dress issues such as conﬂict minerals and human rights

across the supply chain.

Customer satisfaction remains central to Smartoptics’ ope-

rations. The company maintains structured processes for

customer engagement, technical support, and operational

coordination throughout the product lifecycle. Customer

satisfaction continues to be monitored through regular

feedback mechanisms, including annual surveys and Net

Promoter Score measurements.

GOVERNANCE AND RESPONSIBLE BUSINESS CONDU

Strong governance and ethical business conduct form the

foundation of Smartoptics’ sustainability approach. The

Board of Directors oversees the company’s strategic dire-

ction, risk management framework, and sustainability per-

formance, while the management team is responsible for

implementing sustainability initiatives and integrating ESG

considerations into operational decision-making.

Smartoptics operates certified management systems un-

der ISO 9001 for quality management, ISO 14001 for en-

vironmental management, and ISO 45001 for occupational

health and safety. Recertification was successful during

2025. These systems support structured governance, re-

gulatory compliance, and continuous improvement across

the organization.

The company also continues to strengthen its informati-

on security framework and has initiated its journey toward

ISO 27001 certification to further enhance cybersecurity

governance and the protection of company and customer

data.

Ethical business conduct is supported by a comprehen-

sive governance framework that includes the Code of

Conduct, anti-corruption and anti-bribery policies, sancti-

ons compliance procedures, and a confidential whistle-

blowing mechanism. These policies support transparency,

accountability, and responsible business behavior across

the organization and its value chain.

Smartoptics maintains robust procedures to ensure comp-

liance with international sanctions regulations, export con-

trol requirements, and anti-money laundering principles.

Where potential risks are identified, escalation proce-

dures and internal review processes are applied to en-

sure that appropriate actions are taken in line with re-

gulatory requirements and company policies. Through

these measures, Smartoptics aims to mitigate complian-

ce risks, maintain adherence to international trade regu-

lations, and ensure that its operations are conducted in

accordance with applicable legal and ethical standards.

In accordance with the Norwegian Transparency Act,

we conduct due diligence assessments based on OECD

guidelines, ensuring responsible business conduct throug-

hout our supply chain. Our assessment is available on our

website at www.smartoptics.com. Our sustainability report

inspired by the CSRD directive and ESRS standard, will be

published by 30.06.2026 at www.smartoptics.com, where

previous years' report also is available, demonstrating our

commitment to transparency and responsible corporate

practices.

ESG OUTLOOK

Smartoptics continues to strengthen its sustainability go-

vernance and reporting in line with the Corporate Sustai-

nability Reporting Directive and the European Sustaina-

bility Reporting Standards. The company’s sustainability

strategy is guided by a double materiality assessment that

identifies and prioritizes key environmental, social, and

governance topics.

Looking ahead, Smartoptics will continue focusing on

improving emissions transparency, strengthening suppli-

er engagement, enhancing governance processes, and

supporting a safe and inclusive workplace. These eorts

support responsible growth while enabling the delivery of

reliable connectivity solutions that contribute to digital in-

frastructure development worldwide.

GREAT PLACE TO WORK

Our employees are our biggest asset and we want to oer

a workplace where they can make an impact. That is why

we conduct an employee survey annually. After the third

year in a row, we have received the Great Place certificate,

which is a great honor

33 | Annual Report 2025

BOARD OF DIRECTORS REPORT

INSURANCE FOR BOARD

MEMBERS

The group maintains liability insurance for the members

of the board against liabilities that may arise from the per-

formance of normal duties as board members. The limit of

liability is NOK 10 million for each claim and per year.

GOING CONCERN

The Board of Directors and the management confirm that

the going concern assumption has been applied in pre-

paring the annual accounts and that this assumption is re-

alistic. The group has enjoyed a strong revenue growth

over the past five years and has seen a steadily increasing

profitability during the same period. The group’s equity

position and business momentum cater for favorable de-

velopment over the coming years.

ALLOCATION OF NET INCOME

The Board of Directors has proposed to allocate the net

income of NOK 58.8 million to dividend, equal to NOK

0.60 per share.

OUTLOOK

For the period 2026-2030, the Group has a target to in-

crease the market share within relevant markets by two to

three times. With the scalable business model and further

eciency improvements, the Group targets an operating

margin in the range of 13-16 percent. The Group’s outlook

is subject to uncertainty related to market conditions, sup-

ply chain factors and macroeconomic developments.

34 | Annual Report 2025

BOARD OF DIRECTORS REPORT

THE SMARTOPTICS SHARE

INDEXED DEVELOPMENT

At the end of 2025 Smartoptics Group ASA had 98 045 518 shares issued. Smartoptics Group ASA uplisted from

Euronext Growth Oslo to Euronext Oslo Børs main market, having the first day of trading 26 August 2025.

Closing price for the Smartoptics share on 30 December 2024 was 18.00 NOK.

Closing price for the Smartoptics share on 30 December 2025 was 29.50 NOK.

The Smartoptics share is a part of Oslo Børs All-share Index. This index increased by 18.03%

during 2025. The Smartoptics share price increased by 63.89% during 2025.

Sara Heiner Asplund

Board member

Thomas Ramm

Chairman of the Board

Karl Thedéen

Board member

Magnus Grenfeldt

Chief Executive Ocer

9 April 2026

Oslo, Norway

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

115

135

155

175

Smartoptics Group ASA Euronext Growth All-Share Index Oslo Børs All-share Index

35 | Annual Report 2025

CORPORATE GOVERNANCE REPORT

The company became subject to the Norwegian Code of

Practice for Corporate Governance (NUES) upon listing on

Oslo Børs on 28 August 2025. the Oslo Stock Exchange

Rulebook II – Issuer Rules, and the Norwegian Accounting

Act. The company has implemented governance structures

to comply with the Code from that time.

IMPLEMENTATION OF CORPORATE GOVERNANCE

Smartoptics is committed to maintaining high standards

of corporate governance to support sustainable value

creation and stakeholder trust. The Company aligns its

practices with the UN Global Compact principles on human

rights, labour, environment and anti-corruption.

DEVIATIONS FROM THE CODE OF PRACTICE

The Company’s Corporate Governance Policy is, with

one exception, in compliance with NUES. The deviation

concerns the composition of the nomination committee,

where members of the Board of Directors may serve. This

diers from NUES recommendations but is considered

appropriate given the Company’s ownership structure

and the need for relevant competence in the nomination

process.

BUSINESS

Smartoptics develops and delivers optical networking

solutions. The Board defines the Company’s objectives,

strategy and risk profile to ensure long-term, sustainable

value creation, and reviews these at least annually. More

details on Smartoptics' objectives, strategies and risk

profiles are presented in the Board of Directors' Report

and on the Company’s website.

EQUITY AND DIVIDENDS

The Board ensures that the Company maintains a capital

structure appropriate to its objectives, strategy and

risk profile. The Company aims for a stable to growing

dividend, subject to financial performance, investment

needs and financial position.

At the annual general meeting held on 8 May 2025, the

Board was authorised to increase the share capital and

to acquire treasury shares. The authorisations are limited

to specific purposes, including financing of investments,

acquisitions and incentive programmes, and are valid until

the annual general meeting in 2026, however no later

than 30 June 2026.

EQUAL TREATMENT OF SHAREHOLDERS

The Company has one class of shares, all carrying equal

rights. Shareholders are treated equally, and any deviation

from pre-emptive rights is justified and disclosed.

Transactions in own shares are conducted on market

terms.

SHARES AND NEGOTIABILITY

The shares are freely transferable, with no restrictions

beyond those imposed by law.

GENERAL MEETINGS

The general meeting is the Company’s highest authority.

Notices are distributed at least 21 days in advance and

include sucient information to enable shareholders

to assess all matters. Shareholders may participate

electronically and vote in advance where applicable.

Voting is facilitated on each individual agenda item,

including by proxy.

NOMINATION COMMITTEE

The Company has a nomination committee in accordance

with its articles of association.

The nomination committee is responsible for proposing

candidates for election to the Board of Directors and

recommending remuneration for Board members. In its

work, the committee considers the Company’s needs for

competence, capacity, diversity and independence, and

engages with shareholders, the Board and management

as appropriate.

BOARD OF DIRECTORS

The Board is elected by shareholders and composed

to ensure appropriate expertise, capacity, diversity and

independence. Members are elected for up to two years

and may be re-elected. The Board complies with applicable

gender representation requirements, including that at

least 40% of each gender is represented. The majority of

the Board members are independent of the Company’s

executive management, material business relationships

and significant shareholders.

The Board is responsible for the Company’s strategy,

oversight and governance. It adopts an annual work plan,

regularly reviews performance and development, and

conducts an annual self-evaluation. Conﬂicts of interest

must be disclosed.

36 | Annual Report 2025

CORPORATE GOVERNANCE REPORT

The Board has established an audit committee and a

remuneration committee to support its work.

BOARD MEETINGS AND ATTENDANCE

During 2025, the Board of Directors held 9 meetings, with

a continued focus on strategy, financial performance, risk

management and key operational matters.

Board and committee attendance in 2025:

AUDIT COMMITTEE

The audit committee consists of Thomas Ramm and Sara

Heiner Asplund.

The audit committee held 1 meeting during 2025 and

focused on financial reporting, internal control, risk

management and interaction with the external auditor. At

least one member has competence in accounting and/or

auditing.

REMUNERATION COMMITTEE

The remuneration committee consists of Thomas

Ramm and Karl Thedéen. One meeting was held in the

remuneration committee during 2025.

RISK MANAGEMENT AND INTERNAL CONTROL

The Board ensures that the Company has eective systems

for risk management and internal control appropriate to its

operations. The framework includes control environment,

risk assessment, control activities, information and

communication, and follow-up.

The Board of Directors oversees the risk management

process. Further information on key risks is provided in

the “Risk factors” section of the Board of Directors’ report.

The Company’s internal control over financial reporting

includes monthly reporting prepared by the finance team

and reviewed by the CEO and the Board. Key balance

sheet items are reconciled, and financial results are

compared with budgets and forecasts to ensure reliable

reporting. The quarterly and annual financial reports are

subject to review and approval by the Board.

The Board performs an annual review of key risks and

internal control systems.

REMUNERATION OF THE BOARD

Board remuneration is determined annually by the general

meeting and reﬂects responsibilities, expertise and

workload. It is not performance-based, and share options

are not granted.

REMUNERATION OF EXECUTIVE PERSONNEL

The Board establishes a remuneration policy for executive

management, approved by the general meeting and

reviewed at least every four years. Performance-based

remuneration is subject to defined limits.

The Company prepares an annual remuneration report,

which is subject to an advisory vote by the general meeting.

INFORMATION AND COMMUNICATION

The Company emphasises transparent, timely and equal

communication with the market. Financial reporting is

prepared in accordance with IFRS and published quarterly.

Authorised spokespersons include the CEO and CFO.

The Company maintains procedures to ensure consistent

communication, including contingency planning.

TAKEOVERS

In the event of a takeover bid, the Board will ensure equal

treatment of shareholders and that shareholders are

provided with sucient information to assess the oer.

The Board will not obstruct takeover bids unless there are

valid reasons for doing so.

Name Role Board meetings Audit committee Remuneration committee

Thomas Ramm Chair of the Board 9/9 1/1 1/1

Sara Heiner Asplund Board Member 9/9 1/1 -

Karl Thedéen Board Member 9/9 - 1/1

Einar Caspersen* Deputy Board Member 3/3 - -

Einar Caspersen* Board Member 6/6 - -

*Einar Caspersen was elected Deputy Board Member at the extraordinary general meeting on the 23 May 2025, with eective date 20 August 2025,

prior to this his role was Board Member.

37 | Annual Report 2025

CORPORATE GOVERNANCE REPORT

AUDITOR

PricewaterhouseCoopers AS has served as the Company’s

external auditor since 2021. The auditor presents to the

audit committee an evaluation of risk, internal control,

quality of reporting, and the audit plan for the current

year, and participates in the Board’s review of the annual

financial statements.

The auditor is independent of the Company. Non-audit

services are limited to those naturally related to the audit,

such as technical assistance with tax returns and financial

reporting. All other services provided by the auditor are

subject to approval by the audit committee.

RELATED PARTY TRANSACTIONS

Transactions with related parties are conducted on

arm’s length terms and in accordance with applicable

regulations. Where relevant, such transactions are subject

to Board approval and, as a main principle, supported by

independent valuation.

INSIDE INFORMATION

The Company has established procedures for handling

inside information in accordance with the Market Abuse

Regulation (MAR), including insider lists, disclosure

obligations and trading restrictions.

FINANCIAL STATEMENTS

39 | Annual Report 2025

FINANCIAL STATEMENTS FOR THE GROUP

Consolidated statement of profit or loss 2025 2024

Amounts in USD 1.000 Notes

Revenue from contracts with customers

75 269 55 394

Other operating income

0 114

Total revenue and other operating income 75 269 55 508

Direct cost of sales

-39 281 -28 784

Employee benefit expenses

-18 874 -14 795

Other operating expenses

-7 394 -6 347

Total operating expenses -65 549 -49 926

Amortization of intangible assets

-563 -318

Depreciation

10, 11

-2 372 -1 975

Total depreciation and amortization -2 935 -2 293

Operating profit/(loss) 6 785 3 289

Financial income

184 315

Financial expenses

-123 -310

Net foreign exchange gains (losses)

-853 2 084

Net financial items -792 2 090

Profit/(loss) before income tax 5 993 5 379

Income tax

-1 309 -1 337

Profit/(loss) for the year 4 684 4 042

Earnings per share in USD

Basic earnings per share

0.048 0.041

Diluted earnings per share

0.048 0.041

Consolidated statement of comprehensive income

Profit/(loss) for the year 4 684 4 042

Other comprehensive income:

Items that might be subsequently reclassified to profit or loss:

Exchange dierences on translation of foreign operations -449 -117

Item that are not reclassified to profit or loss:

Exchange dierences on translation to another presentation currency 3 234 -3 179

Total comprehensive income for the year 7 469 746

Total comprehensive income is attributable to:

Owners of the parent company 7 469 746

40 | Annual Report 2025

FINANCIAL STATEMENTS FOR THE GROUP

Consolidated statement of financial position 31.12.2025 31.12.2024

Amounts in USD 1.000 Notes

Assets

Non-current assets

Intangible assets

2 852 1 914

Property, plant and equipment

3 720 3 006

Right-of-use assets

621 1 205

Deferred tax assets

1 883 955

Total non-current assets 9 076 7 080

Current assets

Inventories

18 668 12 615

Trade receivable

18 718 19 864

Other current assets

2 316 1 374

Cash and cash equivalents

7 337 7 972

Total current assets 47 039 41 826

Total assets 56 115 48 906

Equity and liabilities

Equity

Share capital

195 173

Share premium

14 779 13 121

Other paid in capital

- -

Foreign currency translation reserves -156 294

Retained earnings 15 446 14 866

Total equity 30 264 28 453

Non-current liabilities

Lease liabilities (non-current portion)

11, 17, 20

251 539

Contract liabilities (non-current portion)

5 614 4 939

Borrowings (non-current portion)

13, 17, 20

- 277

Total non-current liabilities 5 865 5 755

Current liabilities

Lease liabilities (current portion)

11, 17, 20

411 730

Trade payable

5 630 5 048

Contract liabilities (current portion)

7 160 4 030

Tax Payable

1 661 1 118

Public duties payable (VAT, Tax)

1 006 1 057

Other current liabilities

17, 19

4 116 2 714

Total current liabilities 19 985 14 697

Total liabilities 25 850 20 452

Total equity and liabilities 56 115 48 906

41 | Annual Report 2025

FINANCIAL STATEMENTS

Sara Heiner Asplund

Board member

Thomas Ramm

Chairman of the Board

Karl Thedéen

Board member

Magnus Grenfeldt

Chief Executive Ocer

9 April 2026

Oslo, Norway

42 | Annual Report 2025

FINANCIAL STATEMENTS FOR THE GROUP

Consolidated statement of changes in equity

Note

capital

premium

Other

paid in

capital

Transla-

tion dif-

ference

reserves

Retained

earnings

Total

equity

Amounts in USD 1.000

Equity at 1 January 2024 189 12 404 20 411 17 023 30 048

Profit/loss for the year - - - - 4 042 4 042

Other comprehensive income:

Exchange dierences on translation of foreign

operations

- - - -117 - -117

Exchange dierences on translation to another

presentation currency*

-20 -1 388 - - -1 770 -3 179

Total comprehensive income/loss for the year -20 -1 388 - -117 2 272 746

Reclassification - - -20 - 20 -

Issuance of ordinary shares 3 2 104 - - 2 107

Dividend

16 -4 449 -4 449

Equity at 31 December 2024 173 13 121 0 294 14 866 28 453

Profit/loss for the year - - - - 4 684 4 684

Other comprehensive income:

Exchange dierences on translation of foreign

operations

- - - -449 - -449

Exchange dierences on translation to another

presentation currency*

22 1 657 0 - 1 555 3 234

Total comprehensive income/loss for the year 22 1 657 0 -449 6 240 7 469

Reclassification - - - - - -

Issuance of ordinary shares - - - - - -

Dividend

16 - - - - -5 660 -5 660

Equity at 31 December 2025 195 14 779 - -156 15 446 30 264

*The currency translation dierences arising from the translation to the presentation currency is not included as a translation dierences reserves, but

presented as part of the dierent categories of the equity. These translation dierences cannot be recycled through profit and loss.

43 | Annual Report 2025

FINANCIAL STATEMENTS FOR THE GROUP

Consolidated cash ﬂow statement 2025 2024

Amounts in USD 1.000 Notes

Cash ﬂows from operating activities

Profit/(loss) before income tax 5 993 5 379

Adjustments for:

Taxes paid -1 303 -1 214

Depreciation and amortization

9, 10

2 935 2 293

Net Interest expense

53 -9

Change in inventory

-6 054 1 584

Change in trade receivable

1 146 -2 911

Change in contract liabilities (deferred revenue)

3 805 2 407

Change in trade payable

582 565

Change in other current assets and other liabilities

13, 19

1 157 -2 020

Interest received

184 315

Net cash inﬂow from operating activities 8 498 6 387

Cash ﬂows from investing activities

Payment for property, plant and equipment

-1 452 -1 729

Payment for development cost

-1 267 -1 039

Net cash (outﬂow) from investing activities -2 719 -2 768

Cash ﬂows from financing activities

Proceeds from issuance of ordinary shares

- 2 107

Repurchase of warrants

- -

Dividend paid out

-5 660 -4 449

Proceeds from new borrowings

- -

Repayment of borrowing

-564 -514

Paid interest

-237 -306

Repayments of lease liabilities

-849 -723

Net cash inﬂow from financing activities -7 310 -3 886

Net increase/(decrease) in cash and cash equivalents -1 530 -267

Cash and cash equivalents as of 1 January 7 972 9 321

Eects of exchange rate changes on cash and cash equivalents 895 -1 082

Cash and cash equivalents as of 31 December 7 337 7 972

44 | Annual Report 2025

NOTES FOR THE GROUP

NOTES FOR SMARTOPTICS CONSOLIDATED

ACCOUNTS

NOTE 1  GENERAL INFORMATION

Smartoptics Group ASA, the holding company of the Smar-

toptics Group (the Group), is a limited liability company

incorporated and domiciled in Norway, with its head oce

in Brynsalléen 2, 0667 Oslo. The Company was listed on

Euronext Growth in Oslo, Norway, until it was uplisted to

Euronext in Oslo. First day of trading on the main list was

28 August 2025. Smartoptics has the ticker “SMOP”.

Smartoptics provides innovative optical networking soluti-

ons and devices for the new era of open networking. The

group focuses on solving network challenges and increa-

sing the customers eciency. Smartoptics customer base

includes thousands of enterprises, governments, cloud

providers, Internet exchanges as well as cable and tele-

com operators.

Smartoptics leverages modern software design principles

and enables customers increased ﬂexibility by having an

open network design approach. This allows the customers

the freedom to remain ﬂexible and reduce costs. The pro-

ducts are based on in-house developed hardware and

software, enhanced through associated services.

These consolidated financial statements have been ap-

proved for issuance by the Board of Directors on 9th April

2026.

NOTE 2  GENERAL ACCOUNTING PRINCI

PLES

The general accounting policies applied in the preparati-

on of these consolidated financial statements are set out

below. Specific accounting principles are described in the

relevant notes.

BASIS OF PREPARATION

The consolidated financial statements have been prepa-

red and presented in accordance with IFRS® Accounting

Standards, as adopted by the EU, and the additional requ-

irements of the Norwegian Accounting Act.

The consolidated financial statements are presented in

United States Dollar (USD), and are rounded to the nea-

rest thousand unless otherwise indicated. As a result of

rounding adjustments, amounts and percentages may not

add up to the total.

The financial statements are prepared on a going concern

basis and are prepared on a historical cost basis.

FOREIGN CURRENCY

FUNCTIONAL CURRENCY, PRESENTATION CURRENCY

AND CONSOLIDATION

The Group’s presentation currency is USD. As of Decem-

ber 2022, Smartoptics Group has adopted USD as its

presentation currency due to the significant portion of re-

venue and expenses denominated in USD, which has the

primary inﬂuence on the Group’s operating results. The

functional currency of the parent company is NOK, reﬂe-

cting the currency in which financing activities (such as lo-

ans) and administrative expenses are primarily conducted.

For consolidation purposes, subsidiaries with a functio-

nal currency dierent from the parent company are first

translated into NOK. The consolidated figures are then

translated into the presentation currency (USD) using the

exchange rate prevailing at the balance sheet date. Inco-

me statement items are translated at average exchange

rates that approximate the rates at the dates of the respe-

ctive transactions. All exchange dierences are recogni-

zed in other comprehensive income/(loss) as translation

dierences that might be recycled to profit or loss on dis-

posal or partial disposal of the net investment. Smartoptics

has chosen to use closing rate for transactions directly to

equity (share capital, share premium and other paid in ca-

pital). The currency translation dierence arising from the

translation to the presentation currency is not included as

a translation dierence reserve, but presented as part of

the dierent categories of the equity. These translation dif-

ferences cannot be recycled through profit and loss.

TRANSACTIONS IN FOREIGN CURRENCY

Foreign currency transactions are translated into the functi-

onal currency using the exchange rates at the transaction

date. Monetary balances in foreign currencies are trans-

lated into the functional currency at the exchange rates

on the date of the balance sheet. Foreign exchange gains

and losses resulting from the settlement of such transa-

ctions, and from the translation of monetary assets and

liabilities denominated in foreign currencies are generally

recognized in the consolidated statement of profit or loss.

45 | Annual Report 2025

NOTES FOR THE GROUP

PRINCIPLES OF CONSOLIDATION

SUBSIDIARIES

Subsidiaries are all entities (including structured entities)

when the Group is exposed to, or has rights to, variable

returns from its involvement with the entity, and has the

ability to inﬂuence those returns through its power to di-

rect the activities of the entity. Subsidiaries are fully con-

solidated from the date on which control is obtained and

deconsolidated from the date control is lost.

Intercompany transactions, balances and unrealized gains

on transactions between Group companies are elimina-

ted in full. Unrealized losses are also eliminated unless

the transaction provides evidence of an impairment of the

transferred asset. If a subsidiary applies dierent accoun-

ting policies, adjustments are made to align its reporting

with the Group’s accounting principles.

When the Group loses control of a subsidiary, it derecog-

nizes the subsidiary’s assets, liabilities, and any associated

non-controlling interests. Amounts previously recognized

in other comprehensive income related to that subsidiary

are reclassified to profit or loss or transferred directly to

retained earnings, as appropriate.

CLASSIFICATION OF CURRENT AND NONCURRENT

ITEMS

Assets are classified as current when they are expected to

be realized, sold, or consumed in the Group’s normal ope-

rating cycle, or are expected to be realized within 12 mont-

hs after the reporting period. All other assets are classified

as non-current.

Liabilities are classified as current if they are expected to

be settled within the Group’s normal operating cycle, are

due within 12 months of the reporting date, or if the Group

does not have an unconditional right to defer settlement

for at least 12 months after the balance sheet date. All oth-

er liabilities are classified as non-current.

SEGMENTS

Smartoptics has only one operating segment in accordan-

ce with IFRS 8 Operating segments. The Group operates

as a single business unit, where products from all cate-

gories—Solutions, Devices, and Software & Services—are

marketed and sold together, targeting the same custo-

mers through shared distribution channels. While inter-

nal financial reporting is organized by product group and

geographic region, this does not result in the identification

of additional reportable segments for external reporting

purposes, as the internal resource allocation is conducted

at the group level, without specific allocations to dierent

product groups or geographic regions.

ESTIMATES AND ASSUMPTIONS

Management has used estimates and assumptions that

have aected assets, liabilities, revenues, expenses and

information on potential liabilities. Future events may lead

to these estimates being changed. Estimates and their un-

derlying assumptions are reviewed on a regular basis and

are based on best estimates and historical experien¬ce.

Revisions to accounting estimates are recognized in the

period in which the estimate is revised if the revision af-

fects only that period. If the revision impacts both current

and future periods, the eect is recognized accordingly in

both.

INFORMATION ABOUT MAJOR CUSTOMERS

One of Smartoptics' customers represented 24% of the

revenue for 2025. This customer is a reseller. In compari-

son, the same customers represented 18% percent of total

revenue 2024.

JUDGEMENTS

In preparing the financial statements, management has

made certain significant assessments involving the appli-

cation of accounting principles based on critical judgment.

Material exercise of judgment and estimates relates main-

ly:

CAPITALIZATION OF DEVELOPMENT COSTS

A limited amount of development costs is capitalized to

the extent that a future financial benefit can be identi-

fied, development of an identifiable intangible asset and

the expenses can be measured reliably. The assessment

includes judgment of for example the technical feasibility

of completing the product, the ability to sell the product

and the generation of future economic benefits. Smar-

toptics has a documented product development process,

which identifies development projects that can be inclu-

ded in the capitalization. If the criteria are not fulfilled the

costs are expensed when incurred. Capitalized develop-

ment costs are amortized on a straight-line basis over its

economic life. Research costs are expensed on an ongo-

ing basis.

NOTE 3  REVENUE

Revenue is accounted for in accordance with IFRS 15 Re-

venue from contract with customers. IFRS 15 requires an

entity to identify the contract and the individual performan-

ce obligations, determine the transaction price, allocate

the transaction price to the individual performance obliga-

tions and recognize revenue when or as performance obli-

gations are satisfied. A performance obligation is satisfied

when or as the customer obtains control of the goods or

services delivered.

46 | Annual Report 2025

NOTES FOR THE GROUP

Revenue information2025 2024Amounts in USD 1.000Solutions 44 420 31 492 Devices 19 484 15 560 Software & Services 11 363 8 455 Total revenue from contracts with customers 75 269 55 508

Timing of revenue recognition2025 2024Amounts in USD 1.000Solutions products transferred at a point in time 44 420 31 492 Device products transferred at a point in time 19 484 15 560 Software & Services transferred at a point in time 8 255 5 539 Software & Services transferred over time 3 108 2 916 Total revenue from contracts with customers 75 269 55 508

Geographic split of revenues2025 2024Amounts in USD 1.000EMEA 25 011 24 710 Americas 44 274 25 903 APAC 5 984 4 895 Total revenue from contracts with customers 75 269 55 508

Contract assets and contract liabilities31.12.2025 31.12.2024Amounts in USD 1.000Contract liabilities (deferred revenue) - current 7 160 4 030 Contract liabilities (deferred revenue) - non-current 5 614 4 939 Total 12 775 8 969

At Smartoptics performance obligations arise from the

type of product. Each type of product has a related per-

formance obligation. The dierent types of products are

divided into Solutions, Devices and Software & services.

Services provided by Smartoptics are purchased separa-

tely or with products sold by the company. Purchase of

services can occur at the same time as purchase of goods

or at a later stage. Deferred revenue from the sale of ser-

vices is recognized in the income statement based on the

duration of the contract period.

The group sells software and service contracts with a con-

tract period from 3 months to 6 years. For contracts that

are invoiced prior to the contract period, the consideration

is booked as contract liability on the balance sheet and

recognized as revenue over the contract period. Software

and services include items that are invoiced as a one time

fee and where the revenue is recognized at the point of

sale, like software license fees, installation fees and licen-

ce upgrades.

Contract assets and contract liabilities2025 2024Contract liabilities at 1 January 8 969 6 563 New contract liabilities 10 906 7 265 Revenue recognized in current year -7 797 -4 349 Exchange dierences 698 -509 Contract liabilities at 31 December 12 775 8 969

47 | Annual Report 2025

NOTES FOR THE GROUP

Employee benefit expenses2025 2024Amounts in USD 1.000Wages and salaries 13 160 10 134 Social security tax 3 653 2 748 Pension costs 1 301 1 167 Other benefits 760 746 Total 18 874 14 795 Average full-time equivalents 134 123

NOTE 4  EMPLOYEE BENEFIT EXPENSES

PENSION PLANS

The Group has a defined contribution plan for some of its employees. The Group’s payments are recognized in the profit or loss as

an employee benefit expenses for the year to which the contribution applies.

PENSIONS

The Group’s Norwegian entities are obligated to follow the stipulations in the Norwegian Mandatory Occupational Pensions Act.

The Group’s pension scheme adheres to the requirements, as set in the Act.

Management compensation 2025 2024Wages Pension Bonus Other Wages Pension Bonus Other benefitsbenefitsMagnus Grenfeldt, CEO 341 58 122 - 317 53 - 4 Stefan Karlsson, CFO* 166 43 52 - 141 40 - - Kent Lidström, CTO 150 47 61 8 141 42 - 7 Per Burman, CMO 112 52 42 - 122 49 - - Björn Andersson, SVP BA Devices* 159 38 48 38 23 5 - - Ronald Hübsch, VP of Supply chain* 153 - 46 - 25 - - - Carina Osmund, COO* - - - - 128 39 - - Andreas Persson, VP of R&D* 84 1 - - - - - - Total management compensation 1 166 239 370 46 898 228 - 11

Board of Directors Directors' fee 2025 Directors' fee 2024Thomas Ramm, Chairman 73 45 Karl Thedéen, Board Member 37 22 Sara H. Asplund, Board Member 37 22 Einar Caspersen, Board Member 37 22 Total 183 112

MANAGEMENT COMPENSATION

The CEO is paid through the subsidiary Smartoptics Sverige AB. The Group has not given loans or securities to the CEO, the Board

of Drectors or any other related parties.

Bonus for 2025 to the CEO was NOK 1 271 000 and to other key management NOK 2 579 000.

*Stefan Karlsson entered the management group on 1 February 2024

*Björn Andersson entered the management group on 4 November 2024

*Ronald Hübsch entered the management group on 4 November 2024

*Carina Osmund exited the management group on 4 November 2024

*Andreas Persson entered the management group on 9 April 2025

48 | Annual Report 2025

NOTES FOR THE GROUP

NOTE 5  OTHER OPERATING EXPENSES

Specification of auditors’ fees2025 2024Amounts in USD 1.000Statutory audit 99 103 Other non-assurance services 17 13Other attestation services 70 Tax advisory services 63 4Total 248 120

Other operating expenses consists of the following2025 2024Amounts in USD 1.000Facilities 328 268 Travel expenses 951 824 Marketing and representation 877 919 Sales cost 830 -Other R&D and certification cost 536 553 IT 935 915 Consultant expenses 1 285 1 361 Other operating expenses 1 653 1 507 Total other operating expenses 7 394 6 347

NOTE 6  FINANCIAL ITEMS

Financial income and expenses2025 2024Amounts in USD 1.000Interest income from bank deposits 184 315 Net gain/loss on foreign exchange -853 2 084 Financial income -669 2 400 Interest expense on borrowings - 195 - 240 Interest on lease liabilities - 42 - 66 Other financial expenses 113 - 4 Financial expenses -123 - 310 Net financial items -792 2 090

49 | Annual Report 2025

NOTES FOR THE GROUP

NOTE 7  TAX

Income tax expenses consist of taxes payable and

changes to deferred tax. Tax is recognized in the income

statement, except to the extent that it relates to items

recognized in other comprehensive income or directly in

equity.

Deferred tax assets and liabilities are calculated based on

temporary dierences between the carrying amount of

assets and liabilities in the financial statement and their

tax basis, together with tax losses carried forward at the

balance sheet date. Deferred tax assets and liabilities are

calculated based on the tax rates and tax legislation that

are expected to apply when the assets are realized or the

liabilities are settled, based on the tax rates and tax legis-

lation that have been enacted or substantially enacted on

the balance sheet date.

Deferred tax assets are recognized only to the extent that

it is probable that future taxable profits will be available,

against which the assets can be utilized. Deferred tax as-

sets and liabilities are not discounted. Deferred tax assets

and liabilities are oset when there is a legally enforceable

right to oset current tax assets against current tax liabiliti-

es and when the deferred taxes assets and liabilities relate

to income taxes levied by the same taxation authority on

the same taxable entity. The entities included in the con-

solidated financial statements are subject to income tax in

the countries where they are domiciled.

Specification of income tax expense2025 2024Income tax payable 1 420 1 398 Change in allocated tax last year - 50 Deferred tax income -111 -111 Total income tax expense 1 309 1 337

Specification of deferred tax balances31.12.2025 31.12.2024Temporary dierencesProperty, plant and equipment -348 -250 Inventory -224 -350 Accounts receivable -151 -112 Deferred revenue -7 558 -5 638 Other temporary dierences -200 1 975 Gain/loss deferral account 31 36 Net temporary dierences -8 450 -4 339 Tax losses carried forward -111 -Non-recognized deferred tax assets - -Basis for calculating deferred tax assets 8 561 4 339 Carrying value deferred tax assets 1 883 955

Reconciliation of eective tax rate:2025 2024Net income/(loss) before tax 5 993 5 379 Expected income tax assessed at the Norwegian income tax rate 1 319 1 183 for the Parent company, 22 %Dierence in tax rate for foreign profit 35 92 Adjusted for the tax eect of the following items:Permanent dierences -2 -72Other -43 134 Income tax expense (income) 1 309 1 337 Eective tax rate 21.8% 24.8%

50 | Annual Report 2025

NOTES FOR THE GROUP

Earnings per share2025 2024Basic earnings per share 0.048 0.041 Diluted earnings per share 0.048 0.041 Profit/(loss) for the year:used for calculating basic earnings per share 4 684 491 4 042 285 used for calculating diluted earnings per share 4 684 491 4 042 285 Weighted average number of shares used as the denominator in 98 045 518 97 599 464 calculating basic earnings per shareWeighted average number of shares outstanding for diluted ear- 98 045 518 97 876 052 nings per share*)*As of 31 December 2025 the company has zero dilutive shares.

NOTE 8  EARNINGS PER SHARE EPS

The calculation of basic earnings per share is based on the

profit attributable to ordinary shares using the weighted

average number of ordinary shares outstanding during the

year after the deduction of the average number of treasury

shares held over the period.

The calculation of diluted earnings per share is consistent

with the calculation of the basic earnings per share, but at

the same time gives eect to all dilutive potential ordina-

ry shares that were outstanding during the period, by ad-

justing the profit/loss and the weighted average number

of shares outstanding for the eects of all dilutive potential

shares, for example:

The profit or loss for the period attributable to ordinary

shares is adjusted for changes in profit or loss that would

result from the conversion of the dilutive potential ordinary

shares.

The weighted average number of ordinary shares is incre-

ased by the weighted average number of additional ordi-

nary shares that would have been outstanding, assuming

the conversion of all dilutive potential ordinary shares.

The calculations of earnings per share attributable to the

ordinary equity holders of Smartoptics Group ASA are ba-

sed on the following net profit/(loss) and share data:

51 | Annual Report 2025

NOTES FOR THE GROUP

Intangible assetsAmounts in USD 1,000 Capitalized development Other intangible assets TotalCostCost at 1 January 2024 3 036 127 3 163 Additions 772 267 1 039 Translation dierence -316 -15 -330 Cost at 31 December 2024 3 492 379 3 871 Additions 913 354 1 267 Translation dierence 441 58 499 Cost at 31 December 2025 4 847 791 5 638 Amortization and impairmentAccumulated at 1 January 2024 1 804 17 1 821 Amortization for the year 318 25 343 Translation dierence -205 -3 -207 Accumulated at 31 December 2024 1 917 40 1 957 Amortization for the year 470 91 561 Translation dierence 257 12 269 Accumulated at 31 December 2025 2 644 142 2 786 Carrying amount at 31 December 2024 1 575 339 1 914 Carrying amount at 31 December 2025 2 203 649 2 852

NOTE 9  INTANGIBLE ASSETS

Intangible assets acquired separately that have a finite

useful life are carried at cost less accumulated amortizati-

on and any impairment charges. Amortization is calculated

on a straight-line basis over the assets’ expected useful

life and adjusted for any impairment charges. The intangi-

ble assets are amortized over 5 years.

INTERNALLY GENERATED INTANGIBLE ASSETS

Expenditures on research activities, undertaken with the

prospect of gaining new technical knowledge and under-

standing, are recognized in profit or loss as incurred.

Expenditures on development activities are capitalized, if,

and only if, all of the following conditions have been de-

monstrated:

• the technical feasibility of completing the intangible as-

set so that it will be available for use or sale;

• the intention to complete the intangible asset and use

or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future

economic benefits;

• the availability of adequate technical, financial and other

resources to complete the development and to use or sell

the intangible asset; and

• the ability to measure reliably the expenditure attributa-

ble to the intangible asset during its development

Capitalized development include costs directly attribu-

table to development of the intangible, such as person-

nel expenses and consultancy services. Otherwise, such

expenses are expensed as and when incurred.

SKATTEFUNN

Smartoptics received SkatteFUNN grants for the Perple-

xity, AI-driven operational system and 800G Muxponder

projects totalling NOK 2.7 million (USD 0.3 million). The

SkatteFUNN grant is recognized in the Profit and Loss sta-

tement as a reduction of payroll cost or as a reduction of

capitalized development cost depending of the underlying

accounting treatment of the cost that the grant is intended

to cover.

52 | Annual Report 2025

NOTES FOR THE GROUP

Property, plant and equipmentAmounts in USD 1,000 Equipment and movables Total Cost at 1 January 2024 5 734 5 734 Additions 1 729 1 729 Translation dierence -625 -625 Cost at 31 December 2024 6 838 6 838 Additions 1 452 1 452 Disposals -315 -315 Translation dierence 1 294 1 294 Cost at 31 December 2025 9 269 9 269 Depreciations and impairmentAccumulated at 1 January 2024 2 938 2 938 Depreciations for the year 1 230 1 230 Impairment - -Translation dierence -335 -335 Accumulated at 31 December 2024 3 832 3 832 Depreciations for the year 1 545 1 545 Disposals -315 -315 Translation dierence 486 486 Accumulated at 31 December 2025 5 549 5 549 Carrying amount at 31 December 2024 3 006 3 006 Carrying amount at 31 December 2025 3 720 3 720

NOTE 10  PROPERTY, PLANT AND EQUIP

MENT

Property, plant and equipment are stated at historical cost,

less accumulated depreciation and any impairment char-

ges. Depreciation is calculated on a straight-line basis

over the assets’ expected useful life and adjusted for any

impairment charges. Ordinary repairs and maintenance

costs are charged to the income statement during the fi-

nancial period in which they are incurred. Gains and losses

on disposals are determined by comparing the disposal

proceeds with the carrying amount and are included in

operating profit. Major assets with dierent expected use-

ful lives are reported as separate components.

Property, plant and equipment are reviewed for potential

impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset exceeds its

recoverable amount.

The dierence between the asset’s carrying amount and

its recoverable amount is recognized in the income sta-

tement as an impairment loss. Property, plant and equip-

ment that have suered impairment are reviewed for pos-

sible reversal of the impairment at each reporting date.

The assets are depreciated over 3 to 5 years.

53 | Annual Report 2025

NOTES FOR THE GROUP

NOTE 11  LEASING

Contracts may contain both lease and non-lease compo-

nents. The Group allocates the consideration in the con-

tract to the lease and non-lease components based on

their relative stand-alone prices. The lease agreements do

not impose any covenants.

Assets and liabilities arising from a lease are initially mea-

sured on a present value basis. Lease liabilities include the

net present value of the following lease payments:

• Fixed payments (including in-substance fixed pay-

ments), less any lease incentives receivable

• Variable lease payment that are based on an index or

a rate, initially measured using the index or rate as at

the commencement date

• Amounts expected to be payable by the group under

residual value guarantees

• The exercise price of a purchase option if the group is

reasonably certain to exercise that option, and

• Payments of penalties for terminating the lease, if the

lease term reﬂects the group exercising that option.

Lease payments to be made under reasonably certain

extension options are also included in the measurement

of the liability. The lease payments are discounted using

the interest rate implicit in the lease. If that rate cannot be

readily determined, which is generally the case for leases

in the group, the lessee’s incremental borrowing rate is

used, being the rate that the individual lessee would have

to pay to borrow the funds necessary to obtain an asset of

similar value to the right-of-use asset in a similar economic

environment with similar terms, security and conditions.

The group is exposed to potential future increases in va-

riable lease payments based on an index or rate, which

are not included in the lease liability until they take eect.

When adjustments to lease payments based on an index

or rate take eect, the lease liability is reassessed and ad-

justed against the right-of-use asset. Lease payments are

allocated between principal and finance cost. The finance

cost is charged to profit or loss over the lease period to

produce a constant periodic rate of interest on the remai-

ning balance of the liability for each period.

Right-of-use assets are measured at cost comprising the

following:

• The amount of the initial measurement of lease liability

• Any lease payments made at or before the commen-

cement date less any lease incentives received

• Any initial direct costs, and

• Restoration costs.

Right-of-use assets are generally depreciated over the

shorter of the asset’s useful life and the lease term on a

straight-line basis. If the group is reasonably certain to

exercise a purchase option, the right-of-use asset is de-

preciated over the underlying asset’s useful life.

Payments associated with short-term leases of equipment

and vehicles and all leases of low-value assets are recog-

nized on a straight-line basis as an expense in profit or

loss. Short-term leases are leases with a lease term of 12

months or less. Low-value assets comprise IT equipment

and small items of oce furniture.

DESCRIPTION

Smartoptics has lease agreements with primarily fixed

payments, with the exception of oce leases, where lea-

se payments are regulated annually based on a consumer

price index.

The oce leases in Sweden and Norway have lease term

of 60 months. R&D equipment and leasing of cars have

lease terms of 36 months. Smartoptics have short-term

leases for coee machines and inventory space, which

is expensed in the profit and loss statement according to

IFRS 16.5. Average incremental borrowing rate is set to 8%.

54 | Annual Report 2025

NOTES FOR THE GROUP

Leasing31.12.2025 31.12.2024Amounts in USD 1,000Buildings 574 1 135 Other 47 69 Total right-of-use assets 621 1 205 Useful life 5 years 5 yearsDepreciation method Straight-line Straight-lineLease liabilitiesAmounts in USD 1,000Current 411 730 Non-Current 251 539 Total lease liability 662 1 269 Amounts recognized in the statement of profit or lossDepreciation of right of use asset 818 722 Interest expense 42 66 Expenses relating to short-term leases 20 20 Expenses relating to leases of low-value 44 49

Investment in subsidiariesYear of acquisition/ Registered Voting Ownership incorporationoce shareshareSmartoptics AS 2010/2004 Norway 100% 100%Smartoptics Sverige AB 2011/2004 Sweden 100% 100%Smartoptics U.S Corp. 2014/2014 United States 100% 100%

NOTE 12  SUBSIDIARIES

Reconciliation of lease arising from financing activities 2025 20245Opening balance 1 January 1 269 1 986 Cash ﬂow -891 -789 New leases 78 180 Translation dierences 226 -108 Closing balance 31 December 683 1 269

Maturity table schedule for lease liabilitiesDue within 1 Due within 2 Due within 3 Due within 4 Due within Amounts in USD 1,000 - 31.12.2025yearyearsyearsyears5 yearsLeasing liabilities 699 618 386 378 378

Maturity table schedule for lease liabilitiesDue within 1 Due within 2 Due within 3 Due within 4 Due within Amounts in USD 1,000 - 31.12.2024yearyearsyearsyears5 yearsLeasing liabilities 808 371 218 - -

55 | Annual Report 2025

NOTES FOR THE GROUP

NOTE 13  FINANCIAL ASSETS AND FINANCI

AL LIABILITIES

A financial instrument is a contract that gives rise to both

a financial asset for one entity and a financial liability or

equity instrument for another entity. Financial instruments

are generally recognized as soon as the group becomes a

party to the terms of the financial instrument.

FINANCIAL ASSETS

Financial assets represent a contractual right by the Group

to receive cash or another financial asset in the future. Fi-

nancial assets include cash and cash equivalents, acco-

unts receivable and withheld cash receivable. On initial

recognition, a financial asset is measured at fair value, and

classified for subsequent measurement at amortized cost;

at fair value through other comprehensive income (FVOCI)

or at fair value through profit or loss (FVTPL). Classificati-

on depends on the business model and, for some instru-

ments, the entity’s choice. Financial assets are derecogni-

zed when the rights to receive cash from the asset have

expired or when the Group transferred the asset.

FINANCIAL LIABILITIES

Financial liabilities represent a contractual obligation by

the Group deliver cash in the future and are classified as

either current or non-current. Financial liabilities includes

interest bearing loans, accounts payable and other finan-

cial liabilities. Financial liabilities are initially recognized

at fair value, including transaction costs directly attributa-

ble to the transaction, and are subsequently measured at

amortized cost. Financial liabilities are derecognized when

the obligation is discharged through payment or when the

Group is legally released from the primary responsibility

for the liability.

The specification given below relates to financial state-

ment line items containing financial instruments. Informa-

tion is classified and measured in accordance with IFRS

9. Financial assets, classified as current and noncurrent,

represent the maximum exposure the Group has towards

credit risk as at the reporting date. All financial assets and

financial liabilities at amortized cost in the table have a car-

rying amount that approximates fair value at the balance

sheet date.

LOANS AND CREDIT FACILITY

The Group has two non-current loans from Innovasjon

Norge, one obtained in 2019 and one obtained in 2020.

The loans are repaid on a quarterly basis and will be fully

repaid in 2026 Q3. The total loan amount at the end of

2025 was NOK 2.7 (USD 0.3) million. The loans has a va-

riable interest rate which at the end of the year was 7.70%

and 7.95%. The financial covenant for these loans is that

the group must maintain a minimum equity of 20% in rela-

tion to the total capital of the group. The group also has a

credit facility with Nordea of NOK 75 million (USD 7.4 mil-

lion) and a non-current loan of USD 0.1 million schedu led

to be fully repaid by 2026 Q2. As of December 31st 2025,

NOK 0 of the credit line from Nordea was utilized.

Financial instruments31.12.2025 31.12.2024Amounts in USD 1,000Financial assets at amortized costTrade receivable 18 718 19 864 Other financial assets - - Cash and cash equivalents 7 337 7 972 Total 26 055 27 837 Financial liabilitiesLiabilities at amortized costTrade payable 5 630 5 048 Borrowings 311 777 Bank overdraft facility - - Total 5 941 5 825

The group’s exposure to various risks associated with the financial instruments is discussed in note 20 Financial Risk

and Capital Management. The maximum exposure to credit risk at the end of the reporting period is the carrying amount

of each class of financial assets mentioned above.

56 | Annual Report 2025

NOTES FOR THE GROUP

Trade receivable31.12.2025 31.12.2024Amounts in USD 1,000Trade receivable 18 948 20 078 Loss allowance -229 -213 Total 18 718 19 864

NOTE 14  TRADE AND OTHER RECEIVABLES

Trade receivables are initially measured at fair value. Tra-

de receivables are non-interest bearing and trading terms

range from 30 to 90 days and therefore classified as cur-

rent. The receivables are subsequently measured at amor-

tized cost using the eective interest method, if the amor-

tization eect is material, less loss allowance.

Due to the short-term nature of the trade receivables,

their carrying amount is considered to be the same as the

transaction price.

LOSS ALLOWANCE AND RISK EXPOSURE

Historically Smartoptics has had negligible credit losses

on trade receivables. Smartoptics applies the simplified

approach, which means that we recognize lifetime expe-

cted credit loss according to IFRS 9. The trade receivable

are categorized into risk levels and aging bucket to set an

expected loss rate based on the probability of default.

Cash and cash equivalents31.12.2025 31.12.2024Amounts in USD 1,000Bank deposits 7 337 7 972 Total cash and cash equivalents 7 337 7 972 Amounts in USD 1,000Restricted cash included in the above:Withholding tax in relation to employee benefits 55 52

NOTE 15  CASH AND CASH EQUIVALENTS

Cash and cash equivalents include bank deposits. Cash and cash equivalents in foreign currencies are translated at

closing rate. The cash ﬂow statement is presented using the indirect method

57 | Annual Report 2025

NOTES FOR THE GROUP

Share capitalNumber of ordinary shares Share capital1 January 2024 96 286 593 189 Issued during the year 1 758 925 35 Currency translation dierences (51)31 December 2024 98 045 518 173 Issued during the year - -Currency translation dierences - 22 31 December 2025 98 045 518 195

NOTE 16  SHARE CAPITAL AND SHAREHOL

DER INFORMATION

The company has 98 045 518 ordinary shares with a par

value of 0.02 NOK.

DIVIDEND

A dividend of NOK 0.60 per share has been proposed by

the Board of Directors, totalling NOK 58 827 311.

# Shareholders Holding Stake1 Coretech AS 28 883 599 29.46 %2 Kløvingen AS 14 750 429 15.04 %3 K-Spar Industrier AS 6 500 000 6.63 %4 DNB Asset Management 4 852 867 4.95 %5 Handelsbanken Fonder 3 658 000 3.73 %6 Janus Henderson Investors 3 583 666 3.66 %7 Altitude Capital AS 2 700 000 2.75 %8 Mirabaud Asset Management 2 694 753 2.75 %9 Avanza Bank AB 2 650 670 2.70 %10 Nordnet Bank AB 1 930 990 1.97 %11 Toluma Norden AS 1 713 625 1.75 %12 Danske Invest 1 466 466 1.50 %13 Schroders 1 402 462 1.43 %14 Magnus Grenfeldt 1 257 489 1.28 %15 Folketrygdefondet 1 138 912 1.16 %16 Rasmussengruppen AS 1 050 000 1.07 %17 John Even Øveraasen 1 000 000 1.02 %18 Varner AS 963 391 0.98 %19 AS Straen 963 391 0.98 %20 Anchora Capital AS 950 000 0.97 %Others 13 934 808 14.21 %Total number of shares 98 045 518 100.00 %

58 | Annual Report 2025

NOTES FOR THE GROUP

Reconciliation of changes from financing cash Bank credit facility Borrowings Lease liabilities Totalﬂow 2024Amounts in USD 1,000Balance at 01/01/2024 - 1 441 1 986 3 427 Changes from financing cash ﬂowsRepayment of borrowings - -514 -723 -1 237 Proceed from borrowings - - - - Interest paid - -240 -66 -306 Total changes from financing cash ﬂows - -754 -789 -1 544 Non-cash changesInterest expense using eective interest method - 240 66 306 Eect of changes in foreign exchange rates - -150 -174 -324 New finance lease - - 180 180 Total non-cash changes - 90 72 163 Balance 31/12/2024 - 777 1 269 2 046

NOTE 17  PLEDGED ASSETS AND CHANGES IN FINANCIAL LIABILITIES

The Group has two non-current loans from Innovasjon Norge, one obtained in 2019 and one obtained in 2020. The

loans are repaid on a quarterly basis and will be fully repaid in 2026 Q3. The group also has a non-current loan from

Nordea Financing of USD 0.1 million schedu led to be fully repaid by 2026 Q2.

Pledged assets31.12.2025 31.12.2024Amounts in USD 1,000Trade receivable 7 636 10 234 Inventory 9 119 4 925 Property, plant and equipment 241 441 Total pledged assets 16 996 15 600

Non-current and current liabilities at Bank credit facility Borrowings Lease liabilities Total31 December 2024Amounts in USD 1,000Non-current liabilities - 277 539 816 Current liabilities - 500 730 1 230 Total - 777 1 269 2 046

Non-current and current liabilities at Bank credit facility Borrowings Lease liabilities Total31 December 2025Amounts in USD 1,000Non-current liabilities - - 251 251 Current liabilities - 311 411 722 Total - 311 662 973

59 | Annual Report 2025

NOTES FOR THE GROUP

Reconciliation of changes from financing cash Bank credit facility Borrowings Lease liabilities Totalﬂows 2025Amounts in USD 1,000Balance at 01/01/2025 - 777 1 269 2 046 Changes from financing cash ﬂowsRepayment of borrowings - -564 -849 -1 413 Proceed from borrowings - - - - Interest paid - -195 -42 -237 Total changes from financing cash ﬂows - -759 -891 -1 650 Non-cash changesInterest expense using eective interest method - 195 42 237 Eect of changes in foreign exchange rates - 98 184 283 New finance lease - - 78 78 Total non-cash changes - 293 305 598 Balance 31/12/2025 - 311 683 994

Number of shares held by the key management and BoD on 31 Dec 2025Related party Holding Stake Warrants Ownership descriptionCoretech AS 28 883 599 29.46 % - Chairman of Board, Thomas RammDeputy Board member, Einar Kløvingen AS 14 750 429 15.04 % - CaspersenKarl Thedéen 493 078 0.50 % - Board memberSara Heiner Asplund 7 339 0.01 % - Board memberMagnus Grenfeldt 1 257 489 1.28 % - CEOKent Lidström 180 075 0.18 % - CTOPer Burman 180 075 0.18 % - CMOStefan Karlsson 5 000 0.01 % - CFORonald Hubsch 5 500 0.01 % - VP of Supply ChainBjörn Andersson 8 000 0.01 % - SVP DevicesAndreas Persson 15 000 0.02 % - VP R&D

NOTE 18  RELATED PARTIES

SUBSIDIARIES

Balances and transactions between the Company and its subsidiaries, which are related parties to the Company, have

been eliminated on consolidation, and are not disclosed in this note.

60 | Annual Report 2025

NOTES FOR THE GROUP

31.12.2025 31.12.2024Amounts in USD 1,000Current portion of interest bearing debt 311 500 Accrued expenses 3 805 2 214 Total 4 116 2 714

NOTE 19  OTHER CURRENT LIABILITIES

NOTE 20  FINANCIAL RISK

The Group’s risk management framework is governed

by policies approved by the Board of Directors. Executi-

ve management is responsible for implementing the fra-

mework, while the Finance department identifies, evalua-

tes and manages financial risks in close cooperation with

the Group’s operating units.

The Group is mainly exposed to the following financial

risks: market risk (foreign exchange risk and interest rate

risk), credit risk and liquidity risk.

FOREIGN EXCHANGE RISK MARKET RISK

The Group is exposed to foreign exchange risk arising

from both transaction exposure and translation exposure.

The Group operates through subsidiaries in Norway, Swe-

den and the United States.

Foreign exchange risk primarily arises when the Norwegi-

an and Swedish entities enter into transactions denomina-

ted in USD. As most commercial contracts with customers

and suppliers are denominated in USD, a natural hedge is

created, which reduces the Group’s exposure to exchange

rate ﬂuctuations.

For entities with a functional currency other than USD,

foreign exchange gains or losses may arise from the re-

valuation of monetary items such as accounts receivable,

accounts payable and bank balances.

Fluctuations in exchange rates, particularly between USD

and NOK and USD and SEK, may impact the Group’s re-

sults of operations, mainly through payroll and other ope-

rating expenses incurred in local currencies.

The Group currently does not hedge its foreign currency

exposure using financial instruments.

The table below presents a sensitivity analysis of foreign

currency exposure in Group companies with NOK or SEK

as functional currency and the resulting impact on profit

or loss.

Profit before tax31.12.2025NOK exchange rate +/- 10% +/-505 SEK exchange rate +/- 10% +/-212

INTEREST RATE RISK MARKET RISK

The interest rate risk arises from long-term borrowings

with variable rates, which expose an entity to cash ﬂow

interest rate risk. The Group’s borrowings and receivables

are carried at amortized cost. The borrowings are perio-

dically contractually repriced and to that extent are also

exposed to the risk of future changes in market interest

rates.

Transactions with related partiesRelated party Relationship Transaction type 2025 2024Company owned by Coretech ASTravel expenses 10 9 Chair of the BoardCompany owned by Etain ASExpense for software 6 6 Chair of the BoardCompany where the Advokatfirmaet Schjødt AS*Deputy Board mem-Legal services 250 32 ber is a partnerTotal 265 47

*A deputy board member, who served as a Board member during part of the year, is a partner in Advokatfirmaet Schjødt AS. The deputy board mem-

ber has not participated in any decisions related to these transactions.

61 | Annual Report 2025

NOTES FOR THE GROUP

During 2025, the Group’s borrowings are denominated

in NOK with a corresponding interest in NOK. The bor-

rowings comprise of loans with variable rates (as descri-

bed in note 17 Borrowings and securities/pledges) and no

hedging instruments are currently being used. Manage-

ment is comparing the interest rate on debts on a regular

basis in relation to its eects on profitability.

CREDIT RISK

Interest rate risk arises primarily from the Group’s long-

term borrowings with variable interest rates, which expose

the Group to cash ﬂow interest rate risk. The Group’s bor-

rowings and receivables are measured at amortized cost.

Borrowings with variable interest rates are contractually

repriced at regular intervals and are therefore exposed to

the risk of future changes in market interest rates.

During 2025, the Group’s borrowings are denominated in

NOK and carry interest in NOK. The borrowings consist of

loans with variable interest rates (as described in Note 17

Borrowings and securities/pledges), and the Group does

not currently use hedging instruments to mitigate interest

rate risk.

Management monitors interest rates on the Group’s debt

on a regular basis and assesses their potential impact on

the Group’s profitability.

LIQUIDITY RISK

Liquidity risk is the risk that the Group will encounter dif-

ficulty in meeting its obligations associated with financial

liabilities that are settled by delivering cash or another fi-

nancial asset. The Group’s objective is to maintain suci-

ent cash resources and access to funding through adequ-

ate credit facilities to meet its obligations when due.

Management monitors forecasts of the Group’s liquidity

position and cash and cash equivalents based on expec-

ted cash ﬂows. The Group manages liquidity risk by main-

taining adequate cash reserves, monitoring liquidity requ-

irements to ensure sucient funds to meet operational

needs, and invoicing recurring revenues in advance.

The Group’s liquidity management also includes projecting

cash ﬂows in major currencies, monitoring balance sheet

liquidity ratios against internal and external requirements

and maintaining appropriate financing arrangements.

As of 31 December 2025, cash and cash equivalents amo-

unted to USD 7.3 (8.0) million.

The Group had a bank credit facility with a limit of NOK 75

million (USD 7.4 million). As of 31 December 2025, none of

this credit facility was utilized.

CAPITAL RISK MANAGEMENT

The Group defines capital as equity, including other reser-

ves. The Group’s primary objective in managing capital is

to ensure that the Group maintains a strong capital base to

support its operations and to continue as a going concern,

while also complying with requirements under external fi-

nancing agreements, including financial covenants.

Based on available information regarding the Group’s

future operations, management has prepared the financial

statements on a going concern basis. As of the reporting

date, management is not aware of any material uncertain-

ties that may cast significant doubt on the Group’s ability

to continue as a going concern.

Maturity table schedule financial obligations Carrying Contractual Due 1-12 Due 1-2 Due 2+ 31.12.2025amountcash ﬂowmonthsyearsyearsBorrowings 311 322 322 - - Lease liabilities 683 1 703 699 618 386 Trade payable 5 630 5 630 5 630 - - Total 6 624 7 655 6 651 618 386

Maturity table schedule financial obligations Carrying Contractual Due 1-12 Due 1-2 Due 2+ 31.12.2024amountcash ﬂowmonthsyearsyearsBorrowings 777 831 545 286 - Lease liabilities 1 269 1 397 808 371 218 Trade payable 5 048 5 048 5 048 - - Total 7 094 7 275 6 401 657 218

62 | Annual Report 2025

CHAPTER 1

NOTE 22  EVENTS AFTER THE REPORTING PERIOD

There are no significant events aecting the group after the reporting period.

Smartoptics uses weighted average calculations when measuring acquisition costs and the value of the inventory. Work

in progress (WIP) is the value of products that are in production. It might take 2-12 weeks until the product is finished.

Smartoptics recognize the costs of goods sold when the finished goods and systems are ready to be shipped to the

customer. Inventory items are written down if their net realizable value is expected to be lower than the recorded book

value.

Inventory & Direct cost of sales2025 2024Amounts in USD 1,000Purchased materials 32 650 30 096 Changes in inventory 6 054 -1 584 Write-down inventory 576 271 Direct cost of sales 39 281 28 784 Work in progress 596 194 Finished goods 18 072 12 420 Total inventory 18 668 12 615

NOTE 21  INVENTORY

63 | Annual Report 2025

FINANCIAL STATEMENTS FOR THE PARENT COMPANY

FINANCIAL STATEMENTS FOR THE PARENT

COMPANY

SMARTOPTICS GROUP ASA

Statement of profit or loss 2025 2024

Amounts in NOK 1.000 Notes

Total revenue and operating income - -

Operating expenses

Payroll expenses

-12 190 -10 956

Other operating expenses

-10 067 -2 192

Operating expenses -22 257 -13 148

Operating Profit -22 257 -13 148

Financial income and expenses

Intercompany interest income

14 742 7 000

Interest income

176 11

Interest expense -96 -

Foreign exchange gains/(losses) -2 497 -

Group contributions

34 933 64 964

Net financial income and expenses 47 257 71 975

Profit before tax 25 000 58 827

Tax

271 22

Net profit/loss for the year 25 271 58 850

Allocated as follows:

Transferred from other equity -33 556 -

Dividend

58 827 58 850

Total allocation 25 271 58 850

64 | Annual Report 2025

FINANCIAL STATEMENTS FOR THE PARENT COMPANY

Balance sheet 31.12 2025 2024

Amounts in NOK 1.000 Notes

Assets

Deferred tax assets

182 -

Investment in subsidiaries

42 782 42 782

Total non-current assets 42 964 42 782

Current assets

Receivable

Receivable to related companies

230 730 246 691

Other receivable 955 1 075

Total receivable 231 685 247 766

Cash and cash equivalents

51 992 11 057

Total current assets 283 677 258 823

Total Assets 326 640 301 605

Equity and liabilities

Equity

Share capital

7, 10

1 961 1 961

Share premium reserve

148 911 148 911

Other paid-up equity

- -

Other equity

18 901 52 457

Total equity 169 773 203 329

Liabilities

Current liabilities

Accounts payable 26 7

Tax liability - 93

Other current liabilities

4, 7

156 841 98 176

Total liabilities 156 867 98 276

Total equity and liabilities 326 640 301 605

65 | Annual Report 2025

CHAPTER 1

Sara Heiner Asplund

Board member

Thomas Ramm

Chairman of the Board

Karl Thedéen

Board member

Magnus Grenfeldt

Chief Executive Ocer

9 April 2026

Oslo, Norway

66 | Annual Report 2025

FINANCIAL STATEMENTS FOR THE PARENT COMPANY

Cash ﬂow statement 2025 2024

Amounts in NOK 1.000 Notes

Cash ﬂow from operational activities

Profit before tax 25 000 58 827

Net interest expense

-14 821 -7 011

Group contribution

-34 933 -64 964

Change in accounts payable 19 7

Change in other items related to operating activities

3, 5

12 381 19 139

Net cash ﬂow from operating activities -12 354 5 988

Cash ﬂow from investing activities

Repayment of intercompany loans

65 000 30 000

Net cash ﬂow from investing activities 65 000 30 000

Cash ﬂow from financing activities

Issuing new shares

8, 9

- 22 813

Interest paid

-96 -11

Payment of dividend

-58 827 -48 730

Received Intercompany loan

47 212

Net cash ﬂow from financing activities -11 712 -25 928

Cash and cash equivalents at 1 January 11 057 987

Net cash ﬂow 40 934 10 070

Cash and cash equivalents at 31 December 51 991 11 057

67 | Annual Report 2025

NOTES FOR THE PARENT COMPANY

SMARTOPTICS GROUP ASA

NOTE 1  ACCOUNTING PRINCIPLES

Smartoptics Group ASA is a Norwegian company. The

financial statements have been prepared in accordance

with the Norwegian Accounting Act of 1998 and generally

accepted accounting principles in Norway.

The Financial Statements are prepared on the basis of go-

ing concern.The Company was listed on Euronext Growth

in Oslo, Norway, until it was uplisted to Euronext in Oslo.

First day of trading on the main list was 28 August 2025.

Smartoptics has the ticker “SMOP”.

INTEREST INCOME

Interest income are recognized in the income statement

when they are earned.

FOREIGN CURRENCY

Monetary items, receivables and liabilities in the balance

sheet denominated in other currencies than NOK are re-

corded at the year end exchange rates.

TAXES

The tax expense in the income statement consists of tax

payable for the period and changes in deferred tax. De-

ferred tax and deferred tax assets are calculated at 22%

based on the temporary dierences which exist between

accounting and tax values, and any tax loss carried for-

ward at the end of the financial year.

Temporary dierences which are reversed or may be re-

versed in the same period, have been oset and are pre-

sented net. Deferred tax assets regarding net tax-reducing

dierences that have not been oset and deferred tax as-

set regarding tax losses carrying forward, are recognized

on the balance sheet to the extent that the tax benefit is

assumed to be utilized through future taxable profit.

Deferred tax and deferred tax assets that can be capitali-

zed are presented net on the balance sheet.

Tax reduction by intra-group contributions given and tax

on intra-group contributions received, reported as a re-

duction of cost or directly against equity, are recognized

directly towards tax on the balance sheet.

Deferred tax/deferred tax assets are calculated at nominal

value.

CLASSIFICATION AND ASSESSMENT OF BALANCE

SHEET ITEMS

Current assets and current liabilities normally consists of

items that are due within one year after the balance sheet

day, plus items related to the inventory cycle. Other items

are classified as fixed assets/long-term liabilities.

Current assets are valued at the lowest value o acquisiti-

on cost and fair value. Current liabilities are recognized at

their nominal value at the time.

RECEIVABLES

Accounts receivable and other current receivables are re-

corded on the balance sheet at nominal value less provi-

sions for doubtful debts. Provisions for doubtful debts are

calculated on the basis of an individual assessment. For

the remaining receivables, a general provision is estima-

ted based on the expected loss.

SUBSIDIARIES

Subsidiaries are valued according to the cost method in

the company accounts. The investment has been asses-

sed at acquisition cost for the shares unless impairment

has been necessary. Impairment to fair value has been

eectuated when impairment is not expected to be tem-

porary and when it’s considered necessary according to

good accounting practice. Impairments are reversed when

the basis for write-downs is no longer present.

Dividends, group contributions and other distributions are

recognized as financial income in the same year as it is al-

located in the giver’s accounts. If the dividend/group con-

tribution exceeds the share of earnings earned after the

acquisition date, the excess part represent repayment of

invested capital, and the distributions are deducted from

the value of the investment in the balance sheet of the

parent company.

PENSIONS

For defined contribution plans, the company pay contri-

butions to an insurance company. The company has no

further payment obligation after the deposits have been

paid. Deposits are classified as salary and personnel

costs. Any prepaid deposits are capitalized as assets

(pension funds) in case that the deposit can be refunded

or reduce future payments.

68 | Annual Report 2025

NOTES FOR THE PARENT COMPANY

USE OF ESTIMATES

The Management have used estimates and assumptions

which has an impact on the income statement and the va-

luation of assets and liabilities, as well as uncertain assets

and liabilities on the balance sheet date during the prepa-

ration of the annual accounts in accordance with generally

accepted accounting principles.

CASH FLOW STATEMENT

The cash ﬂow statement is based on the indirect method.

Cash and cash equivalents includes cash, bank deposits

and other short-term liquid investments

NOTE 2  PAYROLL EXPENSES

The company has not given loans or security to the CEO, the board or other related parties. The CEO is remunerated

from the subsidiary Smartoptics Sverige AB. The company is not required to provide an occupational pension scheme.

The company had on average 2 employees in 2025 and 2 employees in 2024.

Amounts in NOK 1000 2025 2024

Wages and salaries 8 512 7 226

Social security tax 2 577 2 620

Pension costs 1 100 1 109

Total 12 190 10 956

Remuneration to the auditors 2025 2024

Statutory audit 746 623

Other non-audit services 728 48

Tax advisory services 42 40

Other attestation services 83 -

Total remuneration to the auditors 1 600 711

Management compensation 2025 2024

Amounts in NOK 1000 Wages Pension Bonus Other

benefits

Wages Pension Bonus Other

benefits

CEO - Magnus Grenfeldt 3 547 603 1 271 - 3 408 567 - 44

CFO - Stefan Karlsson* 1 722 447 536 - 1 511 432 - -

Total management compensation 5 269 1 050 1 806 - 4 919 999 - 44

Board of Directors Directors' fee 2025 Directors' fee 2024

Thomas Ramm, Chair of the Board 760 500

Karl Thedéen, Board Member 380 250

Sara H. Asplund, Board Member 380 250

Einar Caspersen, Deputy Board

Member

380 250

NOTE 3  OPERATIONAL EXPENSES

*Stefan Karlsson entered the management group on 1st February 2024

69 | Annual Report 2025

NOTES FOR THE PARENT COMPANY

NOTE 4  INTERCOMPANY TRANSACTIONS AND BALANCES

Related party transactions 2025 2024

Interest income on loan to group companies 14 742 7 000

Interest income on loan to related parties - -

Receivable to group companies and related parties 2025 2024

Receivable to group companies 230 730 246 691

Payable to group companies and related parties 2025 2024

Payable to group companies 96 503 29 834

Financial Income 2025 2024

Other interest income 14 742 7 000

Interest income from group companies 176 11

Group contributions from group companies 34 933 64 964

Total financial income 49 851 71 976

NOTE 5  FINANCIAL ITEMS

Financial Expenses 2025 2024

Interest expense -2 497 -0

Total financial expenses -2 497 -0

70 | Annual Report 2025

NOTES FOR THE PARENT COMPANY

NOTE 6  TAXES

Remuneration to the auditors 2025 2024

Calculation of deferred tax

Net temporary dierences 325 -

Tax loss carried forward -1 153 406

Basis for deferred tax / deferred tax asset in the balance sheet -828 406

Deferred tax / deferred tax asset -182 89

Deferred tax / deferred tax asset not recognized in the balance

sheet

- -

Deferred tax / deferred tax asset in the balance sheet -182 89

Basis for income tax expense, change in deferred tax / defer-

red tax asset

Result before tax 25 000 58 827

Permanent dierences -26 234 -58 929

Basis for income tax expense -1 234 -102

Change in temporary dierences 81 102

Change in tax loss carried forward 1 153 -

Taxable income (basis for payable taxes in the balance sheet) - -

Components of the income tax expense

Sum payable tax - -

Change in Deferred tax / deferred tax asset -271 -22

Tax expense -271 -22

Reconciliation of the tax expense

Result before tax expense 25 000 58 827

Calculated tax 5 500 12 942

Tax expense -271 -22

Dierence -5 771 -12 964

The dierences consist of:

22% of permanent dierences -5 771 -12 964

Other dierences - -

Sum explained dierences -5 771 -12 964

71 | Annual Report 2025

NOTES FOR THE PARENT COMPANY

NOK 1000 Share capital

premium

reserve

Other paid in

capital

Other equity Total equity

Equity at 01 January 2025 1 961 148 911 0 52 457 203 329

Dividend - - - -58 827 -58 827

Net profit - - - 25 271 25 271

Equity at 31 December 2025 1 961 148 911 - 18 901 169 773

NOTE 7  EQUITY

Dividend of NOK 0.60 per share is proposed by the Board of Directors. Total of NOK 58 827 311

NOTE 9  CASH AND CASH EQUIVALENTS

NOK 1 000 2025 2024

Bank deposits 51 992 11 057

Total cash and cash equivalents 51 992 11 057

Company Oce Ownership Voting share

Smartoptics AS Oslo, Norway 100% 100%

Company Oce Ownership Voting share

Smartoptics Sverige AB Stockholm, Sweden 100% 100%

Smartoptics US Corp New York, United States 100% 100%

In addition to Smartoptics AS owned by Smartoptics Group ASA there are two additional subsidiaries wholly owned by

Smartoptics AS

NOTE 8  SUBSIDIARIES

72 | Annual Report 2025

NOTES FOR THE PARENT COMPANY

Number of shares Nominal value Total carrying amount

Ordinary shares 98 045 518 0.02 1 960 910

NOTE 10  SHARE CAPITAL AND SHAREHOLDER INFORMATION

Number of shares

Shares at 31 December 2023 96 286 593

Issued during 2024 1 758 925

Shares at 31 December 2024 98 045 518

Issued during 2025 -

Shares at 31 December 2025 98 045 518

# Shareholders Holding Stake

1 Coretech AS 28 883 599 29.46 %

2 Kløvingen AS 14 750 429 15.04 %

3 K-Spar Industrier AS 6 500 000 6.63 %

4 DNB Asset Management 4 852 867 4.95 %

5 Handelsbanken Fonder 3 658 000 3.73 %

6 Janus Henderson Investors 3 583 666 3.66 %

7 Altitude Capital AS 2 700 000 2.75 %

8 Mirabaud Asset Management 2 694 753 2.75 %

9 Avanza Bank AB 2 650 670 2.70 %

10 Nordnet Bank AB 1 930 990 1.97 %

11 Toluma Norden AS 1 713 625 1.75 %

12 Danske Invest 1 466 466 1.50 %

13 Schroders 1 402 462 1.43 %

14 Magnus Grenfeldt 1 257 489 1.28 %

15 Folketrygdefondet 1 138 912 1.16 %

16 Rasmussengruppen AS 1 050 000 1.07 %

17 John Even Øveraasen 1 000 000 1.02 %

18 Varner AS 963 391 0.98 %

19 AS Straen 963 391 0.98 %

20 Anchora Capital AS 950 000 0.97 %

Others 13 934 808 14.21 %

Total number of shares 98 045 518 100.00 %

NOTE 11  EVENTS AFTER THE REPORTING PERIOD

There are no significant events aecting the group after the reporting period.

73 | Annual Report 2025

RESPONSIBILITY STATEMENT

SMARTOPTICS GROUP ASA

The Chief Executive Ocer and the Board of Directors confirm, to the best of our knowledge, that the financial state-

ments including the Board of Directors report for 2025 have been prepared in accordance with International Financial

Reporting Standards (IFRS®) as adopted by the EU, and additional Norwegian disclosure requirements pursuant to the

Norwegian Accounting Act. This statement give a true and fair view of the parent company and the Group’s tangible

and intangible assets, liabilities, financial position, results of operations, as well as the principal risks and uncertainties

faced by the Group.

Sara Heiner Asplund

Board member

Thomas Ramm

Chairman of the Board

Karl Thedéen

Board member

Magnus Grenfeldt

Chief Executive Ocer

9 April 2026

Oslo, Norway

PricewaterhouseCoopers AS, org.no.: 987 009 713 MVA, Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap

Advokatfirmaet PricewaterhouseCoopers AS, Org.no.: 988 371 084 MVA, Medlemmer av Advokatforeningen. advokatfirmaet@pwc.com

PwC Tax Services AS, Org.no.: 962 066 321 MVA, Autorisert regnskapsførerselskap, Medlem av Regnskap Norge

Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo, T: 02316 (+47 952 60 000) www.pwc.no

To the General Meeting of Smartoptics Group ASA

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Smartoptics Group ASA, which comprise:

the financial statements of the parent company Smartoptics Group ASA (the Company), which comprise the

balance sheet as at 31 December 2025, the statement of profit or loss and cash flow statement for the year then

ended, and notes to the financial statements, including a summary of significant accounting policies, and

the consolidated financial statements of Smartoptics Group ASA and its subsidiaries (the Group), which

comprise the statement of financial position as at 31 December 2025, the statement of profit or loss, statement of

comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and

notes to the financial statements, including material accounting policy information.

In our opinion

the financial statements comply with applicable statutory requirements,

the financial statements give a true and fair view of the financial position of the Company as at 31 December

2025, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian

Accounting Act and accounting standards and practices generally accepted in Norway, and

the consolidated financial statements give a true and fair view of the financial position of the Group as at 31

December 2025, and its financial performance and its cash flows for the year then ended in accordance with

IFRS Accounting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those

standards are further described in the section of our

report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and

(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.

We have been the auditor of Smartoptics Group ASA for 5 years from the election by the general meeting of the

shareholders on 6 October 2021 for the accounting year 2021.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

financial statements of the current period. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

2 / 4

Key Audit Matters

How our audit addressed the Key Audit Matter

Revenue recognition - cut off

The Smartoptics Group has revenue streams with

differing contractual terms and pricing elements.

The different types

of products are divided into Solutions,

Devices and Software & services. Some of the revenue

is recognised over time and some of the revenue

is recognised at a point in time.

We focused on revenue recognition due to the complexity

contractual terms that may have a significant impact on

the timing of revenue recognition.

We refer to note 3 to the consolidated financial

policies and recognition of revenue for the year.

accounting principles related to revenue recognition for

the relevant revenue streams and evaluated whether the

accounting principles used by the Group are in

compliance with IFRS 15 Revenue from contracts with

customers.

We have assessed the design, and tested the operating

effectiveness, of relevant internal controls related to cut-

off of revenue recognition.

For all revenue streams, we have tested a sample

of recognised revenue transactions throughout the year

and assessed whether the revenue transactions were

recorded in the correct period. For a sample of

revenue recognised

over time, we vouched the underlying

contract duration and independently recalculated

the portion of revenues to be recognised within the year

on a linear basis. In addition, we

tested the application of

accounting policies for a sample of transactions before

and after the balance sheet date.

We have evaluated the information provided in note 3 to

the consolidated financial statement and found it to be

appropriate.

Other Information

The Board of Directors and the Managing Director (management) are responsible for the information in the Board of

information in the annual r Our

opinion on the financial statements does not cover

information accompanying the financial statements.

other information accompanying the financial statements. The purpose is to consider if there is material inconsistency

between th

accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is

We have nothing to report in this regard.

is consistent with the financial statements and

contains the information required by applicable statutory requirements.

Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate Governance.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation of financial statements of the Company that give a true and fair view in

accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway,

and for the preparation of the consolidated financial statements of the Group that give a true and fair view in accordance

with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as

management determines is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the

Company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations.

3 / 4

The consolidated financial statements of the Group use the going concern basis of accounting unless management either

intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

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.

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

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, actions taken to eliminate threats or safeguards applied.

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 au

rare circumstances, we determine that a matter should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

4 / 4

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 Smartoptics 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

6488IGA378IE710UU959-2025-12-31-en.zip, have been prepared, in all material respects, in compliance with the

requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF

Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements

related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial

statements.

In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in

compliance with the ESEF regulation.

Management 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.

https://revisorforeningen.no/revisjonsberetninger

Oslo, 9 April 2026

PricewaterhouseCoopers AS

Øystein Sandvik

State Authorised Public Accountant

(This document is signed electronically)