Zaptec ASA

Notes to the parent financial statement (Zaptec ASA )

Consolidated financial statements

Consolidated statement of profit or loss 41

Consolidated statement of comprehensive income 41

Consolidated statement of financial position 42

Consolidated statement of cash flows 43

Consolidated statement of changes in equity 44

Notes

Note 1 - Basis of preparation 45

Note 3 - Critical accounting estimates and judgements 47

Note 4 - Risk Management 47

Note 5 - Segment information 51

Note 6 - Revenues from contracts with customers 54

Note 7 - Employee benefit expenses 56

Note 8 - Financial income and expense 61

Note 9 - Income tax 61

Note 10 - Earnings per share 62

Note 11 - Intangible assets and goodwill 62

Note 12 - Property, plant and equipment 63

Note 13 - Right of use assets and lease liabilities 64

Note 14 - Inventories 64

Note 15 - Trade receivables 65

Note 16 - Cash and cash equivalents 65

Note 17 - Shareholders and shareholders information 66

Note 18 - Provisions 66

Note 19 - Loans and borrowings 67

Note 20 - Trade payables and other current liabilities 67

Note 21 - Notes supporting the cash flows 68

Note 22 - Other current assets 68

Note 23 - Consolidated companies 69

Note 24 - Government grants 69

Note 25 - Related party transactions 69

Note 26 - Events after the reporting date 69

41

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Consolidated statement of profit or loss
In NOK 1000	Note	2024	2023
Operating income
Revenues from contracts with customers	5,6	1 266 988	1 402 408
Other operating income	5	0	24 182
Total operating income		1 266 988	1 426 590
Operating expenses
Cost of inventories	5	775 743	891 290
Employee benefit expenses	5,7	242 072	247 962
Depreciation and amortisation expense	5,11,12,13	33 952	29 918
Other operating expenses	5,7,18	193 902	244 213
Total operating expenses		1 245 669	1 413 383
Operating profit/loss		21 318	13 207
Financial income and expenses
Finance income	8	2 764	13 897
Finance expense	8	26 851	3 115
Net financial income (+) and expenses (-)		-24 087	10 782
Profit (+)/loss (-) before tax		-2 769	23 990
Tax expense (+)/benefit (-)	9	468	1 761
Profit (+)/loss (-) after tax		-3 236	22 228
Total profit/loss attributable to:
Owners of the parent		-3 236	22 228
Non-controlling interest		0	0
Basic earnings per shares	10	-0,037	0,259
Diluted earnings per shares	10	-0,037	0,256

Consolidated statement of comprehensive income
In NOK 1000	Note	2024	2023
Profit (+)/loss (-) for the period		-3 236	22 228
Items that will or may be reclassified to profit or loss:
Exchange gains arising on translation of foreign operations		4 283	19 147
Total comprehensive income		1 046	41 375
Total comprehensive income attributable to:
Owners of the parent		1 046	41 375
Non-controlling interest		0	0

42

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Consolidated statement of financial position
In NOK 1000	Note	12/31/2024	12/31/2023
ASSETS
Goodwill and intangible assets
Goodwill	11	81 734	79 171
Other intangible assets	11	101 930	80 320
Deferred tax asset
Deferred tax asset	9	37 219	29 898
Tangible assets
Property, plant and equipment	12,19	14 490	15 118
Right-of-use assets	13	41 079	52 741
Other non-current assets	4	392	5 189
Total non-current assets		276 844	262 437
Inventories
Inventories	14,19	491 779	447 348
Receivables
Trade receivables	15,19	170 404	186 045
Other current assets
Other current assets	22	95 521	122 081
Cash and cash equivalents
Cash and cash equivalents	16	177 744	141 643
Total current assets		935 448	897 117
TOTAL ASSETS		1 212 293	1 159 554

Consolidated statement of financial position
In NOK 1000	Note	12/31/2024	12/31/2023
EQUITY AND LIABILITIES
Equity
Share capital	17	1 313	1 313
Treasury shares		-1	-3
Share premium		646 945	646 945
Other paid in equity		20 851	14 982
Foreign exchange reserve		36 686	28 960
Other reserves		-27 212	-27 373
Total equity		678 581	664 823
Non-current liabilities
Deferred tax	9	5 475	7 127
Long-term lease liabilities	13	36 453	43 762
Long-term deferred income	6	59 626	53 908
Long-term provisions	7,18	574	21 234
Total non-current liabilities		102 127	126 031
Current liabilities
Trade payables	4,20	138 963	244 604
Short-term loans and borrowings	19	159 971	0
Short-term lease liabilities	13	6 439	9 064
Deferred income	6	28 227	19 818
Tax payable	9	10 412	20 984
Other current liabilities	20	65 264	74 228
Short-term provision	18	22 309	0
Total current liabilities		431 585	368 698
Total liabilities		533 713	494 730
TOTAL EQUITY AND LIABILITIES		1 212 293	1 159 554

43

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Consolidated statement of cash flows
In NOK 1000	Note	2024	2023
Cash flow from operating activities
Profit (+)/loss (-) before tax		-2 769	23 990
Taxes paid		-20 984	-11 107
Depreciation and amortisation expense	11,12,13	33 952	29 918
Shared based payment expense	7	5 869	8 127
Finance income	8	0	13 897
Finance expense	8	18 680	-3 818
Change in trade receivables	15	15 641	-69 708
Change in inventories	14	-44 430	-356 560
Change in trade payables		-105 641	98 547
Change in other accrual items		64 357	47 053
Net cash flow from operating activities		-35 325	-219 661
Cash flow from investment activities
Capitalized intangible assets	11	-39 383	-13 601
Purchases of property, plant and equipment	12	-5 010	-64 776
Proceeds from sale of PP&E		0	7 570
Advances/loans to suppliers	22	-22 819	35 849
Net cash flow from investment activities		-67 212	-34 958
Cash flow from financing activities
Repayment of loans and borrowings	19	0	-29 229
Draw down on credit facility	19	159 971	0
Lease liabilities	13	-8 651	37 587
Interest on lease liabilities	8,13	-2 442	-703
Interest on debts and borrowings	8,19	-11 366	0
Purchase of treasury shares	17	0	-2 180
Sale of treasury shares		1 125	0
Proceeds from equity		0	287 927
Net cash flow from financing activities		138 638	293 402
Net change in cash and cash equivalents		36 100	38 782
Cash and cash equivalents at start of period		141 643	102 862
Cash and cash equivalents at end of period		177 744	141 643

44

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Consolidated statement of changes in equity
In NOK 1000	Share Capital	Tresury shares	Share premium	Other paid in capital
					Foreign exchange reserve	Other equity	Total equity holders of the parent	Non- controlling interest	Total equity
1 January 2023	1 146	0	359 185	6 855	10 480	-52 849	324 817	0	324 817
Profit (+)/loss (-) after tax	0	0	0	0	0	22 228	22 228	0	22 228
Other comprehensive Income	0	0	0	0	18 479	668	19 147	0	19 147
Purchase of treasury shares	0	-3	0	0	0	-2 180	-2 184	0	-2 184
Capital increase	166	0	287 761	0	0	0	287 927	0	287 927
Share based payments	0	0	0	8 127	0	0	8 127	0	8 127
Differences from earlier periods*	0	0	0	0	0	4 760	4 760	0	4 760
31 December 2023	1 313	-3	646 945	14 982	28 960	-27 373	664 823	0	664 823
1 January 2024	1 313	-3	646 945	14 982	28 960	-27 373	664 823	0	664 823
Profit (+)/loss (-) after tax	0	0	0	0	0	-3 236	-3 236	0	-3 236
Other comprehensive Income	0	0	0	0	7 726	-3 443	4 283	0	4 283
Sale of treasury shares	0	2	0	0	0	1 123	1 125	0	1 125
Share based payments	0	0	0	5 869	0	0	5 869	0	5 869
Differences from earlier periods**	0	0	0	0	0	5 717	5 717	0	5 717
31 December 2024	1 313	-1	646 945	20 851	36 686	-27 212	678 581	0	678 581
* Relates to shared services booked in Zaptec Charger AS and not in Zaptec Deutchland GmbH at 31 December 2022 of ingoing balance.
** Relates to differences in opening balance in Denmark and Switzerland versus consolidated financial statement for 2023.

45

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Notes

Note 1 - Basis of preparation

The principal accounting policies adopted in the preparation of the consolidated financial statements are set out in the following section. The policies have been consistently applied to all the years presented, unless otherwise stated.

The consolidated financial statements are presented in NOK, which is also the functional currency of the parent. Amounts are rounded to the nearest thousand, unless otherwise stated.

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS®) as adopted by the EU and are prepared under the basis of going concern.

The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in Note 3.

The annual report was approved by the Board of Directors and the Chief Executive Officer on the 25th of March 2025 and will be presented for approval at the Annual General Meeting on 11th of June 2025.

Note 2 - Accounting policies

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for the following items (refer to individual accounting policies for details):

- Financial investments – fair value through profit or loss (Note 4)

Revenue

Performance obligations and timing of revenue recognition

The majority of the Group’s revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer, as the Group's general delivery term is Incoterms DAP.

Once a charging station is sold to the end user, the charger is included a subscription service for connectivity. This element is considered to be a performance obligation and is recognised as deferred income and will be accrued over 5 years.

There is limited judgement needed in identifying when the point of control passes: once physical delivery of the products to the agreed location has occurred, the Group no longer has physical possession of the product and the Group will have a present right to payment (as a single payment on delivery) and retains none of the significant risks and rewards of the goods in question.

Goods sold by the Group include warranties which require the group to either replace or mend a defective product during the warranty period if the goods fail to comply with agreed-upon specifications. In accordance with IFRS 15, such warranties are not accounted for as separate performance obligations and hence no revenue is allocated to them.

Determining the transaction price

The Group’s revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices.

Transaction price on the element of connectivity, which is recognised as deferred income, is based on estimation of cost price for connectivity during the period of delivery obligation, in addition to a margin for handling the service on behalf of the customer.

Allocating amounts to performance obligations

For most contracts (point in time), there is a fixed unit price for each product sold, with reductions given for bulk orders placed at a specific time. Therefore, there is no judgement involved in allocating the contract price to each unit ordered in such contracts (it is the total contract price divided by the number of units ordered). Where a customer orders more than one product line, the Group is able to determine the split of the total contract price between each product line by reference to each product’s standalone selling prices (all product lines are capable of being, and are, sold separately).

However, chargers for both home and pro segment are sold with 4G connectivity which implies an obligation to deliver connectivity within a certain timeframe after product delivery (over time). Deferred revenue recognition and calculation of transaction price on the performance obligation related to 4G is based on estimates of future related expenses.

Basis of consolidation

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

Goodwill

Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired.

Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense.

Impairment of non-financial assets (excluding inventories and deferred tax assets)

Impairment tests on goodwill are performed annually. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash inflows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the Group's CGUs that are expected to benefit from a business combination that gives rise to the goodwill.

Impairment charges are included in profit or loss. An impairment loss recognised for goodwill is not reversed.

46

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Foreign currency

Transactions in foreign currency are converted at the exchange rate at the time of the transaction. Monetary items in foreign currency are converted into the component`s functional currency using the statement of financial position date's exchange rate. Non-monetary items measured at historical exchange rates expressed in foreign currency are converted into functional currency using the exchange rate at the time of the transaction. Gains and losses from exchange rate changes are recognized in the consolidated statement of profit and loss on an ongoing basis during the accounting period.

Assets and liabilities in foreign operations are converted from functional currency to presentation currency (NOK) using the statement of financial position date's currency rate. Revenues and expenses in foreign operations converted into NOK using quarterly average currency rates. The translation difference because of the conversion of foreign operations is recognised in other comprehensive income. Accumulated translation differences in equity are recycled into profit or loss upon divestment of foreign operations.

Receivables and financial assets

These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. Apart from trade receivables the assets are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

The Group's financial assets measured at amortised cost comprise of trade receivables, other current receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents includes cash in hand and deposits held at call with banks. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.

Financial liabilities

The Group classifies its financial liabilities into one of two categories, the Group's accounting policy for each category is as follows:

Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Other financial liabilities

Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Share capital

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The Group's ordinary shares are classified as equity instruments.

Share-based programs

Where equity settled share options and shares are awarded to employees, the fair value of the options and shares at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options and shares that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options and shares are modified before they vest, the increase in the fair value of the options and shares, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

Employer contribution payable is accrued over the vesting period based on the intrinsic value of the options.

Leases

The Group recognizes a right-of-use asset and a lease liability for all leases, except for leases of low-value assets. Lease liabilities are measured at the present value of future lease payments, discounted using the rate implicit in the lease, or if not available, the Group’s incremental borrowing rate. Only variable lease payments based on an index or rate are included in the lease liability measurement. Other variable payments are expensed as incurred.

The lease term includes the non-cancellable period and any extension options if reasonably certain to be exercised. The initial lease liability includes:

- Expected payments under residual value guarantees

- Exercise price of purchase options, if reasonably certain

- Penalties for termination, if applicable

Right-of-use assets are initially measured at the lease liability amount, adjusted for lease incentives, payments made before commencement, and initial direct costs. Lease liabilities are subsequently increased by interest and reduced by payments. Right-of-use assets are amortized on a straight-line basis over the lease term or the asset’s remaining economic life, whichever is shorter.

Adjustments to the lease liability are made for changes in the lease term or variable payments, with corresponding adjustments to the right-of-use asset. If the asset is reduced to zero, further reductions are recognized in profit or loss.

Internally generated intangible assets (development costs)

Expenditure on internally developed products is capitalised if it can be demonstrated that:

- It is technically feasible to develop the product for it to be sold

- Adequate resources are available to complete the development

- There is an intention to complete and sell the product

- The Group is able to sell the product

- Sale of the product will generate future economic benefits, and

- Expenditure on the project can be measured reliably

Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within the “ Depreciation and amortization expense” in the consolidated statement of profit or loss.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of profit or loss as incurred.

47

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Taxes

The tax expense in the Consolidated statement of profit and loss includes both current tax payable and changes in deferred tax/ deferred tax assets.

Current tax constitutes the expected tax payable on the year's taxable result at the applicable tax rates in the consolidated statement of financial position and any corrections of tax payable for previous years.

Tax payable and deferred tax/ deferred tax assets are calculated at the tax rate applicable in different jurisdictions.

Deferred tax/ deferred tax assets are calculated on the basis of the temporary differences that exist between accounting and tax bases of assets and liabilities, as well as tax losses carried forward at year end. Net deferred tax assets are recognized to the extent that there is convincing evidence that there will be taxable income available to utilize the deferred tax asset.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs.

Depreciation on assets under construction does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives.

Treasury shares

Consideration paid/ received for the purchase/ sale of treasury shares is recognised directly in equity. Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to retained earnings.

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost (FIFO principle) and net realisable value after. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Government grants

Government grants received on capital expenditure are generally deducted in arriving at the carrying amount of the asset purchased. Grants for expenditure are netted against the cost incurred by the Group. Where retention of a government grant is dependent on the Group satisfying certain criteria, it is initially recognised as deferred income. When the criteria for retention have been satisfied, the deferred income balance is released to the consolidated statement of comprehensive income or netted against the asset purchased.

Provisions

The Group has recognised provisions for liabilities of uncertain timing or amount including those for warranty claims and provision for employer's tax related to share based incentive program. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.

Note 3 - Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Significant estimates:

- Deferred revenue recognition and calculation of transaction price on performance obligation related to 4G (note 6)

- Impairment of trade receivables (note 15)

- Impairment of inventory (note 14)

- Provision for warranty claims (note 18)

Note 4 - Risk Management

The Group is exposed through its operations to the following financial risks:

- Credit risk

- Interest rate risk

- Foreign exchange risk

- Other market price risk

- Liquidity risk, and

- Operational risk

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

(i) Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

- Trade receivables

- Other receivables

- Cash and cash equivalents

- Trade and other payables

- Bank overdrafts

- Floating-rate bank loans

48

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

(ii) Financial instruments by category
2024
In NOK 1000
	Financial assets	Financial liabilities
				Total
	Fair value	Amortized cost	Fair value	Amortized cost
Assets
Other non-current assets		392		392
Trade receivables		170 404		170 404
Other current assets		95 521		95 521
Cash and cash equivalents		177 744		177 744
Total		444 061		444 061
Liabilities
Short-term loans and borrowings			159 971	159 971
Trade payables			138 963	138 963
Other current liabilities			22 309	22 309
Total			321 243	321 243
Net financial assets and liabilities at 31 December		444 061	-321 243	122 818
2023
In NOK 1000
	Financial assets	Financial liabilities
				Total
	Fair value	Amortized cost	Fair value	Amortized cost
Assets
Other non-current assets	4 872	317		5 189
Trade receivables		186 045		186 045
Other current assets		122 081		122 081
Cash and cash equivalents		141 643		141 643
Total	4 872	450 085		454 957
Liabilities
Trade payables			244 604	244 604
Other current liabilities			74 228	74 228
Total			318 832	318 832
Net financial assets and liabilities at 31 December	4 872	450 085	-318 832	136 125

49

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

(iii) Financial instruments not measured at fair value

Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, trade and other payables, and loans and borrowings.

Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, and trade and other payables approximates their fair value.

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices.

Further disclosures regarding trade receivables are provided in Note 15.

Market risk

Market risk arises from the Group’s use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk).

Interest rate risk

The Group’s interest rate risk arises in both the short and medium-term perspective as The Group’s borrowings is held at floating interest rates. Changes in the interest rate level will have a direct impact on future cash flows and can also affect future investment opportunities.

Borrowings have been at a low level. Therefore, no measures implemented towards reducing the exposure towards interest rate risk.

As per 31.12.2024 the Group`s borrowings is mainly an overdraft facility. The terms are explained in details in Note 19.

Foreign exchange risk

Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency.

The Group is receiving proceeds in NOK, EUR, CHF, SEK and GBP. Most of the sale is in NOK. Sale from Norway to other foreign group entities is in NOK, but when foreign group entities sells to customers in theirs country the sale is in their functional currency.

The main currency risk relates to the long term borrowings in USD to Sanmina Corp. from Zaptec Charger AS , performance obligation related to purchases from Sanmina and sale in foreign currency. These are the only items which has been included in the below sensitivity tables.

USD 1 000	2024	2023
Non-interest bearing loan	3 838	3 315
Purchase obligation	5 921	46 041
Effect in profit before tax with change in foreign exchange rate USD/NOK:
10% increase	-208	4 936
10% decrease	208	4 604
As of 31 December the group holds following investments in shares:
NOK 1 000	2024	2023
Switch Ev Ltd	0	4 872
Total	0	4 872
Zaptec ASA invested in 31 619 (1.9%) shares in Switch EV Ltd in 2022 for GBP 400 000. The booked value of the shares in Switch EV Ltd. has in 2024 been written down to zero.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.

At year end the company had available 140 MNOK in undrawn overdraft facility and 178 MNOK in cash and cash equivalents.

Short-term forecasts are prepared on a regular basis to plan the Groups liquidity requirements. These plans are updated regulary for various scenarios and form part of the decision basis for the Groups management and Board of Directors.

The Group is comitted to purchase obligations amounting to 208 MNOK of inventories from Westcontrol and Sanmina. Refer to Note 14 regading current purchase obligations of EV chargers from Westcontrol and Sanmina.

50

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

The table below shows the maturity structure of the Group’s financial liabilities:
2024
In NOK 1000			Cash flows including interest
	Carrying amount	Less than 3 Months	3-12 Months	1-2 Years	2-5 Years	After 5 years
Loans and borrowings with interest	159 971	0	159 971	0	0	0
Trade payables	138 963	138 963	0	0	0	0
Lease liabilities including interest	42 892	1 480	4 958	12 563	13 068	10 823
Other current liabilities	65 264	27 073	38 191	0	0	0
Total	407 090	167 516	203 120	12 563	13 068	10 823
2023
In NOK 1000			Cash flows including interest
	Carrying amount	Less than 3 Months	3-12 Months	1-2 Years	2-5 Years	After 5 years
Trade payables	244 604	244 604	0	0	0	0
Lease liabilities including interest	65 178	2 861	8 193	9 389	22 945	21 791
Other current liabilities	74 228	61 553	12 672	0	0	0
Total	384 011	309 018	20 865	9 389	22 945	21 791

Operational risk

Operational risk is the risk of loss resulting from many normal aspects of business. This includes the risk of loss caused by failed processes, unskilled employees, inadequate systems, or external events. In many ways, operational risk can’t be avoided as it is part of the daily business activity of a company.

In 2024 the Group had two main suppliers, Westcontrol and Sanmina.

Capital Disclosures

The Group’s objectives when maintaining capital are:

- To safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholdersand benefits for other stakeholders, and

- To provide an adequate return to shareholders by pricing products and services commensurately with the level of risk

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

51

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 5 - Segment information

The Group consists of several legal entities where most of the entities are established to handle sales in a specific country. For management purposes, financial information is reported to the group management based on a legal entity basis. The group management is identified as the chief operating decision maker. Based on the internal reporting the following reportable segments are identified.

Zaptec Charger AS

This segment is involved in the sale of Zaptec products in Norway, and to customers in other countries where the Group has not established an entity or sales organization. Zaptec Charger AS also handles procurement of goods and internal sales.

Zaptec Sverige AB

This segment is involved in the sale and distribution of Zaptec products in Sweden.

Zaptec Schweiz AG

This segment is involved in the sale and distribution of Zaptec products in Switzerland.

Zaptec Danmark ApS

This segment is involved in the sale and distribution of Zaptec products in Denmark.

Other

Consist of all other legal entities in the group.

01.01 - 31.12.2024
In NOK 1000	Zaptec Charger AS	Zaptec Sverige AB	Zaptec Schweiz AG	Zaptec Danmark ApS	Other	Adjustments and eliminations	Total
Operating income
Revenues from contracts with customers	369 534	339 309	237 811	148 427	185 493	-13 586	1 266 988
Revenues from internal sales	590 710	0	0	0	1 750	-592 460	-0
Revenues from Marketing	0	46	0	0	1 532	-1 578	0
Revenues from shared services	6 851	7 715	0	736	10 144	-25 446	0
Revenue from TP adjustment	82 878	0	0	0	0	-82 878	0
Other operating income	1 930	0	0	0	732	-2 662	0
Total operating income	1 051 904	347 070	237 810	149 163	199 650	-718 610	1 266 988
Operating expenses
Cost of inventories	739 900	258 926	112 695	112 686	135 001	-583 464	775 743
Employee benefit expenses	151 445	19 679	36 834	9 473	45 635	-20 994	242 072
Depreciation and amortisation expense	16 224	73	0	0	673	16 982	33 952
Other operating expenses	131 881	15 952	20 344	16 235	43 759	-34 269	193 902
Total operating expenses	1 039 450	294 630	169 872	138 394	225 068	-621 745	1 245 669
Operating result	12 454	52 440	67 938	10 769	-25 418	-96 865	21 318

52

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

01.01 - 31.12.2023
In NOK 1000	Zaptec Charger AS	Zaptec Sverige AB	Zaptec Schweiz AG	Zaptec Danmark ApS	Other	Adjustments and eliminations	Total
Operating income
Revenues from contracts with customers	499 772	398 972	278 868	138 913	87 260	-1 377	1 402 408
Revenues from internal sales	590 483	0	0	0	1 750	-592 233	0
Revenues from Marketing	2 853	0	0	0	0	-2 853	0
Revenues from shared services	2 647	7 512	1 070	1 796	22 556	-35 580	0
Revenue from TP adjustment	79 116	0	0	0	0	-79 116	0
Other operating income	0	0	0	0	24 182	0	24 182
Total operating income	1 174 871	406 484	279 937	140 709	135 748	-711 159	1 426 590
Operating expenses
Cost of inventories	882 282	298 111	133 995	100 276	54 740	-578 113	891 290
Employee benefit expenses	146 897	17 179	30 180	9 964	38 048	5 695	247 962
Depreciation and amortisation expense	13 102	39	0	0	1 779	14 999	29 918
Other operating expenses	146 885	60 709	94 023	23 466	28 837	-109 707	244 213
Total operating expenses	1 189 166	376 038	258 198	133 706	123 404	-667 126	1 413 383
Operating result	-14 296	30 446	21 739	7 003	12 344	-44 033	13 207

53

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Adjustments and eliminations

The Group evaluates segmental performance on the basis of profit or loss from operations calculated based on local financial statements. Adjustments for IFRS 16 and eliminations are included in the column adjustments and eliminations. Depreciation and amortisation excess values from business combinations are not allocated to individual segments as the underlying assets are managed on a group basis.

01.01 - 31.12.2024
In NOK 1000	Revenues from internal sales	Cost of inventories	Employee benefit expenses	Depreciation and amortisation expense	Other operating expenses
Elimination of internal sales(1)	-592 460	-589 034	0	0	0
Elimination of employee benefits allocated (2)	-37 672	0	-17 805	0	-21 627
IFRS 16 adjustments (3)	0	0	0	10 136	-11 093
GAAP-adjustment to inventory (4)	0	4 661	0	0	0
Amortization of excess values (5)	0	0	0	6 845	0
Gains on internal transactions (6)	0	1 021	0	0	0
Share-based incentive program (7)	0	0	5 550	0	0
Provision for warranty claims (8)	0	0	0	0	2 160
IFRS 15 adjustments (9)	-14 127	0	0	0	0
Transfer pricing adjustment	-74 892	0	0	0	0
Other	540	-112	-8 739	0	-3 709
Total	-718 610	-583 464	-20 994	16 982	-34 269
01.01 - 31.12.2023
In NOK 1000	Revenues from internal sales	Cost of inventories	Employee benefit expenses	Depreciation and amortisation expense	Other operating expenses
Elimination of internal sales(1)	-592 233	-584 086	0	0	-1 750
Elimination of employee benefits allocated (2)	-85 580	0	-11 494	0	-108 535
IFRS 16 adjustments (3)	0	0	0	9 165	-9 770
GAAP-adjustment to inventory (4)	0	-5 825	0	0	0
Amortization of excess values (5)	0	0	0	5 834	0
Gains on internal transactions (6)	0	13 176	0	0	0
Share-based incentive program (7)	0	0	9 480	0	0
Provision for warranty claims (8)	0	0	0	0	0
IFRS 15 adjustments (9)	-38 762	0	0	0	0
Other	5 416	-1 378	7 709	0	10 348
Total	-711 159	-578 113	5 695	14 999	-109 707

(1) Elimination of internal sales relates to sale of inventory from Zaptec Charger AS eliminated against cost of inventory, and purchased made by Zaptec Charger from other group Companies eliminated against other operating expenses.

(2) As part of the increased activity outside of Norway, Zaptec Charger AS has provided significant services to other subsidiaries. The amount charged for these services is presented as reduction of cost in the financial statement of Zaptec Charger. The amount is eliminated on consolidation.

(3) Lease payment are expenses on a linear basis under local GAAP. In the IFRS financial statement the leases are accounted for in accordance with IFRS 16, by recognition of are right of use asset and a lease liability. The expenses are included as amortization of the right-of-use asset and interest on the lease liability.

(4) Zaptec Schweiz AG includes an additional reduction of the carrying amount of inventory in line with local GAAP. In the consolidated IFRS statement these reductions are reversed.

(5) Excess value from the acquisition of Zaptec Schweiz AG is included on group level.

(6) Gains on internal transaction of inventory (downstream sales).

(7) Share-based incentive program, ref. note 7

(8) Provision for warranty claims, ref. note 18

(9) IFRS 15 adjustments, ref note 6

54

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 6 - Revenues from contracts with customers

Disaggregation of Revenue

The Group has disaggregated revenue into various categories in the following table which is intended to:

- Depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic date; and

- Enable users to understand the relationship with revenue segment information provided in Note 5

Set out below is the disaggregation of the Group’s revenue from contracts with customers:
01.01 - 31.12.2024
Segments
In NOK 1000	Zaptec Charger AS	Zaptec Sverige AB	Zaptec Schweiz AG	Zaptec Danmark ApS	Other	Total
Product sales	369 534	339 309	237 811	148 427	171 907	1 266 988
Total operating income	369 534	339 309	237 811	148 427	171 907	1 266 988
By business area - Geographical distribution
Norway	295 188	0	0	0	-13 586	281 601
Sweden	22 899	339 309	0	0	0	362 208
Switzerland	0	0	237 811	0	0	237 811
Denmark	0	0	0	148 427	0	148 427
Iceland	7 781	0	0	0	0	7 781
Finland	26 208	0	0	0	0	26 208
Belgium	0	0	0	0	22 311	22 311
Poland	1 735	0	0	0	0	1 735
Netherlands	0	0	0	0	102 335	102 335
Ireland	6 691	0	0	0	0	6 691
Deutschland	0	0	0	0	6 721	6 721
UK	74	0	0	0	43 183	43 257
Portugal	4 211	0	0	0	0	4 211
France	0	0	0	0	10 942	10 942
Rest of Europe	1 925	0	0	0	0	1 925
Other	2 823	0	0	0	0	2 823
Total operating income	369 534	339 309	237 811	148 427	171 906	1 266 988
Timing of revenue recognition
Goods transferred at a point in time	356 072	339 309	237 811	148 427	171 907	1 253 526
Goods and services transferred over time*	13 462	0	0	0	0	13 462
Total operating income	369 534	339 309	237 811	148 427	171 907	1 266 988
*Consists of deferred revenue related to IFRS 15, for more information see below.

55

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

01.01 - 31.12.2023
Segments
In NOK 1000	Zaptec Charger AS	Zaptec Sverige AB	Zaptec Schweiz AG	Zaptec Danmark ApS	Other	Total
Product sales	499 772	398 972	278 868	138 913	85 883	1 402 408
Other	0	0	0	0	24 182	24 182
Total operating income	499 772	398 972	278 868	138 913	110 065	1 426 590
By business area - Geographical distribution
Norway	433 038	0	0	0	29 773	462 811
Sweden	23 593	398 972	0	0	0	422 566
Switzerland	0	0	278 868	0	0	278 868
Denmark	2 809	0	0	138 913	0	141 722
Iceland	9 331	0	0	0	0	9 331
Finland	17 343	0	0	0	0	17 343
Belgium	975	0	0	0	0	975
Poland	1 174	0	0	0	0	1 174
Netherlands	2 007	0	0	0	50 572	52 579
Ireland	2 396	0	0	0	0	2 396
Deutschland	0	0	0	0	5 253	5 253
UK	6	0	0	0	24 390	24 395
Portugal	6 406	0	0	0	0	6 406
Rest of Europe	383	0	0	0	77	459
Other	310	0	0	0	0	310
Total operating income	499 772	398 972	278 868	138 913	110 065	1 426 590
Timing of revenue recognition
Goods transferred at a point in time	461 010	398 972	278 868	138 913	110 065	1 387 828
Goods and services transferred over time*	38 762	0	0	0	0	38 762
Total operating income	499 772	398 972	278 868	138 913	110 065	1 426 590
*Consists of deferred revenue related to IFRS 15, for more information see below.

The table below shows the movement in deferred income during 2024 (IFRS 15).
Deferred income
31.12.2024
In NOK 1000
Opening balance	73 726
Movement	14 127
Closing balance	87 853

The Group has a performance obligation related to 4G connectivity, which is recognized as revenue over time. The transaction price is determined based on an estimated future price on 4G connectivity. As goods and services are transferred over time, revenue is allocated and recognized progressively throughout the product`s five-year warranty period, with discounting applied over the same period. Future estimated obligations related to 4G connectivity are recognized as deferred income.

56

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 7 - Employee benefit expenses
Payroll costs
In NOK 1000				2024	2023
Salaries				165 413	175 666
Share based payment expense excluded payroll tax				5 869	8 127
Payroll tax				23 111	22 046
Other benefits				47 679	42 123
Total				242 072	247 962
Average full-time employees				193	183
2024
Board of directors
In NOK 1000	Board fee	Bonus	Share based payment	Other benefits	Total
Ingelin Drøpping	395	0	0	0	395
Stig H. Christiansen	630	0	0	0	630
Jennifer Jacobs Dungs	295	0	0	0	295
Gunnar Hviding*	0	0	0	0	0
Karoline Nystrøm*	0	0	0	0	0
Christian Rangen**	300	0	0	0	300
An Joanna De Pauw**	350	0	0	0	350
Total	1 970	0	0	0	1 970
Chief executive officer and CFO	Salary	Bonus	Share based payment	Other benefits	Total
Kurt Østrem***	3 557	0	2 526	221	6 304
Eirik Fjellså Hærem****	2 141	0	939	14	3 094
Total	5 698	0	3 464	235	9 397
* Member of the board from 12.07.2024
** Member of the Board up until 12.07.2024
*** CFO and acting CEO in the period 01.01.2024-22.02.2024. Appointed as CEO 22.02.2024.
**** Appointed as CFO and Deputy CEO 29.02.2024

57

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Others in management	Salary	Bonus	Share based payment	Other benefits	Total
Kristian Sæther	1 451	0	1 317	14	2 783
Joris Laponder*	2 384	459	0	119	2 962
Knut Braut	1 977	0	1 976	114	4 067
Lasse Hult	1 530	0	1 317	9	2 857
Anna-Karin Andersen**	1 727	0	1 174	4	2 905
Trude Rekkedal Schulberg	1 265	0	464	14	1 743
Total	10 334	459	6 248	273	17 315
*Part of management from 01.08.2024
**Left company 09.08.2024
2023
Board of directors
In NOK 1000	Board fee	Bonus	Share based payment	Other benefits	Total
Stig H. Christiansen	500	0	0	0	500
Ingelin Drøpping	350	0	0	0	350
Christian Rangen	250	0	0	0	250
Jennifer Jacobs Dungs	250	0	0	0	250
An Joanna De Pauw	250	0	0	0	250
Total	1 600	0	0	0	1 600
Chief executive officer and CFO	Salary	Bonus	Share based payment	Other benefits	Total
Peter Bardenfleth-Hansen*	3 630	0	0	9 674	13 304
Kurt Østrem (CFO and interim CEO)**	2 641	0	1 484	231	4 356
Total	6 271	0	1 484	9 905	17 660
*Peter Bardenfleth-Hansen left the company 01.10.2023.

58

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Settlement of MNOK 9.5 is included in other benefits. The settlement has been accounted for as payroll.
**Acting CEO and CFO up until 22.02.2024.
Others in management	Salary	Bonus	Share based payment	Other benefits	Total
Kristian Sæther	1 397	0	989	48	2 434
Eirik Fjellså Hærem	1 505	200	685	22	2 412
Knut Braut	1 551	0	1 868	126	3 545
Lasse Hult	1 396	0	989	175	2 560
Anna-Karin Andersen	1 632	0	899	5	2 536
Trude Rekkedal Schulberg*	671	0	397	12	1 080
Pål Tumyr**	1 308	0	0	31	1 340
Total	9 460	200	5 827	419	15 906
*Enrolled 01.05.2023
** Left the company 30.11.2023

Pension
The group is required to provide an occupational pension scheme pursuant to the Act relating to Mandatory Occupational Pensions. The group’s pension schemes comply with the requirements under that law. This year’s pension cost of 12.4 MNOK is recognised in the consolidated statement of profit and loss and included in Other benefits.
Remuneration to auditors
In NOK 1000	2024	2023
Statutory audit	2 632	2 225
Other non-auditing services	1 513	888
Total	4 144	3 113
All amounts exclude VAT.
Loans and guarantees to management and leading employees
The group does not have any loans or guarantees to management and leading employees.

Share-based compensation

Share-based incentive program for all employees

As of 01.01.2022 The Group implemented a share-based incentive program. Under the program all employees are entitled to a bonus equal to 20% of the employees’ annual salary at 01.01.2022. The shares are allocated immediately and are vested over the vesting period, but can not be sold before 01.01.2025. Under the program the number of shares received is fixed at 01.01.2022. The number of shares equals 20% of the annual salary less withholding tax divided by the share price of Zaptec ASA based on average stock price last 15 days of 2021. Allocated shares for 2022 is 69 220.

As part of the scheme the employee will receive a cash bonus equal to hers/his income tax payable triggered by the program. If the employee leaves before 01.01.2025 the shares received should be returned to the company without consideration. The cash portion would not be returned. The cash settlement and the employees tax payable has both been expensed in 2022.

The share portion is accounted for as an equity settled share-based payment program with immediate allocating to the employee that is the fair value of the equity instruments at grant date will be expensed over the vesting period (01.01.2025). Fair value is measured by using the actual average stock price of the last 15 days of 2021. The provision for the cash portion is based on the estimated income tax trigged by the actual transfer of the share at each reporting date.

As of 01.01.2023 The Group implementet a new share-based incentive program for new employees in 2022. Under the program all employees are entitled to a bonus equal 20% of the annual salary at 31.12.2022. The shares will be allocated to the employees after the three year vesting period, i.e. shortly after 01.01.2026. Under the program the number of shares received is fixed at 01.01.2023. The number of shares equals 20% of the annual salary divided by the share price of Zaptec ASA based on average stock price last 15 days of 2022.

The share portion is accounted for as an equity settled share-based payment program, that is the fair value of the equity instruments at grant date will be expensed over the vesting period (01.01.2026). Fair value is measured by using the actual average stock price of the last 15 days of 2022.

The company operates two equity-settled share-based remuneration schemes for key management:

Share-based incentive program for management

As of 01.01.2022 the group implemented a share-based incentive program for management. Under the program key management are granted a right to receive a defined number of shares after a vesting period. The vesting period running until 01.01.2025. A total of 322 629 rights to receive shares has been granted under this program as of 31.12.2024.

The program is accounted for as a equity settled share-based payment program with a 3 year vesting period, that is the fair value of the equity instruments at grant date will be expensed over the vesting period. Fair value is measured by using the actual average stock price of the last 15 days of 2021.

* The expense for social security contribution is accrued based on the share price at grant date. As a result of the significant reduction of the Zaptec share the provision has been reduced during 2022. Provision for not vested instruments is also recognised, and are expensed over the vesing period.

59

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Share-based payment program for key management and board of directors (Stock option program)
	2024		2023
In NOK 1000	Weighted average exercise price	Number	Weighted average exercise price	Number
Outstanding at 1 January	13.25	500 000	13.25	600 000
Granted during the year	0.00	0	0.00	0
Forfeited during the year	0.00	0	0.00	0
Exercised during the year	0.00	0	11.25	100 000
Lapsed during the year	15.25	50 000	0.00	0
Outstanding at 31 December	13.25	450 000	13.58	500 000
Vested at 31 December		450 000		500 000
The following information is relevant in the determination of the fair value of options granted during the year under :
			2024	2023
Option pricing model used
			Black-Scholes	Black-Scholes
Share price at date of grant			*	*
Strike			*	*
Contractual life (in days)			*	*
Expected life (in days)			*	*
Expected volatility			*	*
Risk-free interest rate			*	*
Fair value at grant date (average)			*	*
* No new options granted

As of 31.12.2024 The Group had employee stock options agreements with 2 employees, CEO Kurt Østrem and CTO Knut Braut. The agreements have vesting periods ranging from 12-24 months from October 2020, they grant the employees purchase rights of 1.100.000 shares at a share price ranging from NOK 11.25 to NOK 15.25. As of 31.12.2024 remaining stock options is 400 000 shares. All of these stock options can be excercised as of 31.12.2024.

One board member, Stig H. Christiansen holds stock options as of 31.12.2024. The agreement have vesting periods ranging for 6.4 - 18.4 months from 18.06.2021, which grant the board member purchase rights of 50 000 shares at a share pricing of NOK 11.25.

60

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

2024
Name	Role	Share options	Strike (NOK)	Vesting period end	Expiration date
Kurt Østrem	CEO	100 000	11.25	10/6/2020	12/31/2025
Kurt Østrem	CEO	100 000	13.25	10/6/2021	12/31/2025
Kurt Østrem	CEO	100 000	15.25	10/6/2022	12/31/2025
Knut Braut	CTO	100 000	15.25	10/6/2022	12/31/2025
Stig H. Christiansen	Board member	50 000	11.25	12/31/2022	12/31/2025
2023
Name	Role	Share options	Strike (NOK)	Vesting period end	Expiration date
Kurt Østrem*	CFO and interim CEO	100 000	11.25	10/6/2020	12/31/2024
Kurt Østrem*	CFO and interim CEO	100 000	13.25	10/6/2021	12/31/2024
Kurt Østrem*	CFO and interim CEO	100 000	15.25	10/6/2022	12/31/2024
Knut Braut	CTO	100 000	15.25	10/6/2022	12/31/2024
Kurt Aadnøy	Former employee	50 000	15.25	10/6/2022	12/31/2024
Stig H. Christiansen	Chairman	50 000	11.25	12/31/2022	2/28/2024
* CFO and acting CEO in the period 02.10.2023-31.12.2023

During the year zero options was exercised.

The employees have not paid any premium when acquiring the options. A provision is made for future obligations related to employer contribution from the option program. The provision is based on the intrinsic value of the options as of year-end and proportional to the vesting of the option granted. As of 31.12.2024 the provision for employer contribution is 0 MNOK (0 MNOK for 2023).

All sale or purchase of treasury shares are related to options and/or the share-based incentive programs.

Total share-based payment expense is charged to the consolidated statement of profit and loss with the following amount:

In NOK 1 000	2024	2023
Share-based incentive program for all employees	4 711	4 711
Share-based incentive program for management	1 157	3 415
Total share based payment expense excluded social security costs	5 868	8 127
Payroll tax expense	-318	1 353
Total share based payment expense	5 550	9 479

61

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 8 - Financial income and expense
In NOK 1000	2024	2023
Finance income
Other finance income	2 764	7 569
Foreign currency gain	0	6 328
Total finance income	2 764	13 897
Finance expense
Interest on debts and borrowings	11 366	0
Interest from leases	2 442	759
Other finance expense	12 597	2 356
Foreign currency loss	447	0
Total finance expense	26 851	3 115

Note 9 - Income tax
In NOK 1000		2024	2023
Income tax expense
Current income tax		10 412	19 306
Changes in deferred tax		-9 943	-17 545
Total income tax expense (+)/benefit (-)		468	1 761
Temporary differences and tax positions
Intangible assets		-10 527	-16 994
Property plant and equipment		7 383	6 827
Right of use assets		41 079	52 741
Inventories		17 805	2 333
Receivables		-3 135	11 767
Lease liabilities		-42 892	-53 600
Provisions		19 925	20 922
Deferred revenue		87 853	73 726
Other differences		9 102	12 330
Total temporary differences and tax positions		126 592	110 052
Tax losses carried forward		12 504	11 526
Temporary differences and tax positions not included in the basis for deferred tax		32 086	-15 091
Basis for deferred tax		139 896	106 487
Net deferred tax asset	22%	31 745	22 771
The deferred tax assets is mainly due to deferred revenue, provision for warranty claims, inventory and tax losses carried forward in Norwegian entities. The carried forward loss is expected to be utilized going forward as the Group is expected to have a taxable income going forward.
There is no time limit of the tax losses carried forward. Tax losses not included in the basis for deferred tax relates to subsidiaries where there a still uncertainty about the availability of future tax income that can utilise these losses.

Specification in the statement of financial position
Deferred tax asset		37 219	29 898
Deferred tax		5 475	7 127
Net deferred tax		31 745	22 771
Tax payable in the statement of financial position
Current income tax payable		10 412	19 303
Prepaid tax		0	1 680
Net tax payable		10 413	20 984
In NOK 1000		2024	2023
Reconciliation of effective tax rate
Result before tax		-2 769	23 990
Income tax based on applicable tax rate (22%)	22%	-609	5 278
Effect from foreign currency and different tax rates		451	681
Changes in not recognized tax loss carried forward		-75	-125
Not deductible expenses employee share options		0	0
Note deductible expenses		702	582
Tax loss in foreign subsidiaries		0	0
Goodwill		0	0
Not taxable income		0	-4 654
Total income tax expense (+)/benefit (-)		468	1 761
Effective tax rate		-16,9 %	7,3 %

62

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 10 - Earnings per share
Basic earnings per share is based on the earnings attributable to shareholders of the company and the weighted average number of ordinary shares outstanding for the year, less ordinary shares purchased by the company and held as treasury shares.
In NOK 1000	2024	2023
Net profit or loss for the year attributable to owners of the parent company	-3 236	22 228
Adjustments for basic earnings	0	0
Earnings used in basic EPS	-3 236	22 228
Adjustments for diluted earnings	0	0
Earnings used in diluted EPS	-3 236	22 228
No. of shares outstanding as at 1 January	87 520 790	76 409 678
Share issue during the year	0	11 111 112
No. of shares outstanding as at 31 December	87 520 790	87 520 790
Weighted average number of shares outstanding through the year used in basic EPS	87 520 790	85 724 747
Potential shares relating to employee share options	887 595	1 014 846
Weighted average number of shares used in diluted EPS	88 408 385	86 739 593

Basic earnings per shares	-0,037	0,259
Diluted earnings per shares	-0,037	0,256

Note 11 - Intangible assets and goodwill
2024
In NOK 1000	Developement cost / Patents	Goodwill	Customer relations	Webshop	Total
Acquisition cost 1 January	135 613	79 171	31 956	749	247 489
Additions	39 383	0	0	0	39 383
Foreign currency effects	4	2 564	378	0	2 946
Acquisition cost 31 December	175 000	81 734	32 333	749	289 817
Acc. amortisation and impairments 1 January	73 037	0	14 961	0	87 998
Amortisation charge	11 307	0	6 845	0	18 153
Disposals	0	0	0	0	0
Foreign currency effects	0	0	0	0	0
Acc. amortisation and impairments 31 December	84 345	0	21 806	0	106 151
Carrying amount 31 December	90 654	81 734	10 526	749	183 664
2023
In NOK 1000	Developement cost / Patents	Goodwill	Customer relations	Webshop	Total
Acquisition cost 1 January	122 012	69 638	29 275	749	221 674
Additions	13 601	0	0	0	13 601
Foreign currency effects	0	9 533	2 681	0	12 214
Acquisition cost 31 December	135 613	79 171	31 956	749	247 489
Acc. amortisation and impairments 1 January	58 227	0	8 347	0	53 017
Amortisation charge	8 893	0	6 614	0	15 507
Disposals	5 917	0	0	0	5 917
Foreign currency effects	0	0	0	0	0
Acc. amortisation and impairments 31 December	73 037	0	14 961	0	87 998
Carrying amount 31 December	62 576	79 171	16 995	749	159 491
Expected economic life	2-10 years	Indefinite	5 years	Indefinite
Amortization plan	Linear	None*	Linear	None

63

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Goodwill and Webshop is tested for impairment annualy. For 2024 no impairment triggers are identified and no impairment has been performed. See below for more information regarding the impairment test of Goodwill.
Intangible assets relate to capitalized development and the purchase of customer relationships. The amortization period is based on the best estimate for useful life for the assets.
Development costs is internally generated development of products consisting of both costs of material and services and cost of employee benefits. In the financial year ended 2024 the Group invested 39,4 MNOK in development/patents. The main development project in 2024 was the Zaptec GO2 project. The remaining investments where distributed among several other project including Sense P1, Eichrecht, OCPP and software development projects.
The goodwill and customer relationships are allocated to the Zaptec Schweiz AG CGU for the impairment test.
Goodwill assets by segment or CGU
In NOK 1000	Goodwill	Total
Zaptec Schweiz AG	81 734	81 734
Impairment test of goodwill and intangible assets
Goodwill is allocated to the Group’s cash flow generating units as shown above. The recoverable amount of the cash-generating units is calculated based on the value of the asset for the business (value of use).
The impairment tests are based on budgets for next year with a projection based on long-term strategic plans. Management has set budgeted figures for 2025 based on previous performance and expectations for market developments. Growth rates for the period 2026 are in accordance with management’s long-term plan and are used as projections of budgeted figures for 2024. After 2028, 1,5% perpetual growth is based on cash flows in the year 2027. The discount rate used is after tax and reflects specific risks to the relevant operating segment/CGU.

Impairment test of Zaptec Schweiz AG CGU

The Zaptec Schweiz AG CGU consist of all operations in the Zaptec Schweiz AG and is identical to the swiss segment. The impairment test shows that the calculated value in use estimated usage value is higher than the carrying amount. The calculation, is based on a model with budgeted/ projected cash flows for a period of five years with residual value after year five. The cash flows estimate includes estimated annual growth in revenues based on business plan with 15%, which is reduced to a 1,5% perpetual growth from 2027 (which is the long-term inflation estimate for Switzerland). Gross margin is based on actual gross margin for 2024, and then reducing the gross margin with 5% each year as it is expected that gross margin will be reduced in the future. A WACC of 22,20% is used for the value in use calculation for 2023. In 2023 the WACC used was 24,69%. The input data for the WACC is gathered from representative sources, peer groups etc., and this is used to determine best estimate. All parameters were set to reflect the long-term period of the assets and time horizon of the forecast period of the cash flows.

Key inputs for the WACC for the CGU:

-Risk free rate: Average risk free rate in Switzerland in 2024

-Beta (equity): Assuming no external debt in the company (therefore unlevered beta from peer group is used).

-Market risk premium: The market risk premium is based on empirical data for risk premium.

-Company specific premium: The company specific premium is based on the size of the Groups specific premium minus risk free rate

-Capital structure: Equity ratio of 100%.

Sensitivity

The management do not believe that any reasonable change in a key assumption would cause the CGU’s recoverable amount to fall below the carrying amount.

Impairment testing showed that headroom for the CGU is >31%. An additional sensitivity analysis was performed. The sensitivity analysis showed that with a terminal growth rate of 0% or an increase in the WACC of 1% the VIU was still above the carrying amount for the CGU.

Impairment - test results and conclusion

The VIU exceeds carrying amount for the CGU. The impairment test did not indicate a requirement for write-down.

Note 12 - Property, plant and equipment
In NOK 1000	2024	2023
Acquisition cost 1 January	26 340	15 061
Additions	5 010	11 392
Additions business combinations	0	0
Disposals	0	-131
Foreign currency effects	44	18
Acquisition cost 31 December	31 394	26 340
Accumulated depreciation and impairments 1 January	11 223	6 047
Depreciation	5 681	5 176
Impairments	0	0
Accumulated depreciation and impairments 31 December	16 904	11 223
Carrying amount 31 December	14 490	15 118
Economic life	3 - 10 year	3 - 10 year
Depreciation method	Linear	Linear

64

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 13 - Right of use assets and lease liabilities
Right of use assets
2024
In NOK 1000	Vehicles	Land and buildings	Total
1 January	3 357	49 385	52 741
Additions	0	0	0
Disposals	0	-1 721	-1 721
Additions through business combinations	0	0	0
Depreciation	-1 799	-8 337	-10 136
Foreign currency effects	195		194
31 December	1 753	39 326	41 079
2023
In NOK 1000	Vehicles	Land and buildings	Total
1 January	3 214	12 496	15 709
Additions	2 335	51 049	53 384
Disposals	0	-7 570	-7 570
Additions through business combinations	0	0	0
Amortisation	-2 566	-6 599	-9 165
Foreign currency effects	374	9	383
31 December	3 357	49 385	52 741
Economic life/lease term	5 - 15 year	3 - 7 year
Amortisation method	Straight line	Straight line

Lease liabilities
Undiscounted lease payments and year of payment
In NOK 1000	2024	2023
Less than 1 year	7 609	10 592
1-3 years	11 942	16 168
3-5 years	10 575	10 911
more than 5 years	19 672	24 918
Total	49 797	62 589
Changes in lease liabilities
In NOK 1000	2024	2023
1 January	52 826	15 942
Additions	0	53 191
Disposals	-2 269	-7 570
Interest expenses	2 442	703
Lease payments	-11 093	-9 770
Foreign currency effects	986	330
31 December	42 892	52 826
In NOK 1000	2024	2023
Current lease liabilities	6 439	9 064
Non-current lease liabilities	36 453	43 762
Total	42 892	52 826
The lease contracts do not include any restrictions with regards to the Group’s dividend policy or financing opportunities.
Lease payment expensed
In NOK 1000	2024	2023
Expensed lease payment for short-term leases and low value leases	16 425	9 207
Total	16 425	9 207

Note 14 - Inventories
The inventory consists solely of finished goods (acquired goods produced for the group for resale).
In NOK 1000	2024	2023
Finished goods	490 237	441 060
Goods in transit to end user	5 528	6 288
Inventory obsolescence provision	-3 987	0
Total	491 779	447 348
Total current purchase obligations of EV chargers from Westcontrol and Sanmina amounts to 208 MNOK from January 2025 till June 2025.
The Group has a balance at the end of 2024 of 491 MNOK versus 447 MNOK in the end of 2023. Cost of goods sold in the consolidated statement of profit and loss amounted to 776 MNOK in 2024 (891 MNOK in 2023). Measures are taken to adapt production to a normalized level of inventory in the long term. The stock consists only of current goods and inventory write-downs recognized as an expense amount to 4 MNOK.
As part of the assessment of carrying value of inventory, we evaluate the following:
- General assessment of market and demand
- Average cost price compared to last cost price
- Sales price compared to average cost price
- Slow moving stock items

65

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 15 - Trade receivables
In NOK 1000				2024	2023
Accounts receivables at face value as of 31.12				183 507	218 929
Invoiced, not earned				-9 096	-19 163
Less: Provision for impairment of accounts receivables				-4 007	-13 721
Total				170 404	186 045
Receivables written off during the year					0
Collected on receivables written of in prior periods				0	0
Changes in provision during the year				9 714	-13 325
Changes in provision and write off during the year				9 714	-13 325
In 2023 a high amount for one specific customer was provisioned for, in 2024 the group received payment from parts of the receivable, and hence the rest of the provision has been recognized as credit loss in 2024.
Method for assessing credit losses
For trade receivables the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Overdue trade receivables:
In NOK 1000	0 - 30 Days	31 - 60 Days	61 - 90 Days	Over 90 Days	Total
Trade receivables	26 330	11 131	3 844	12 501	53 805
Trade receivables are non-interest bearing and are generally on terms of 30-45 days.

Note 16 - Cash and cash equivalents
The Group’s cash and cash equivalents consists of bank balances and withholding tax.
In NOK 1000	2024	2023
Cash and cash equivalents	177 744	141 643
Including restricted funds of:
Restricted funds for employee withholding tax	5 806	4 930

66

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 17 - Shareholders and shareholders information
Share capital at 31 December:	Number of shares	Face value	Book value
Ordinary shares	87 520 790	0.015	1 312 812
Total	87 520 790		1 312 812
Main shareholders at 31 December:
	Number of shares	Ownership interest	Voting rights
VALINOR AS	10 400 000	11,88%	11,88%
Nordnet Bank AB	8 289 955	9,47%	9,47%
Avanza Bank AB	5 524 734	6,31%	6,31%
Skandinaviska Enskilda Banken AB	4 535 094	5,18%	5,18%
Danske Bank A/S	4 020 418	4,59%	4,59%
VPF DNB NORGE SELEKTIV	3 320 464	3,79%	3,79%
VERDIPAPIRFONDET DNB SMB	3 237 658	3,70%	3,70%
Morgan Stanley & Co. Int. Plc.	2 909 347	3,32%	3,32%
KONTRARI AS	2 500 000	2,86%	2,86%
Saxo Bank A/S	2 331 029	2,66%	2,66%
CLEARSTREAM BANKING S.A.	2 020 249	2,31%	2,31%
MUST INVEST AS	1 554 726	1,78%	1,78%
LYNGNESET INVEST AS	1 510 000	1,73%	1,73%
WALEN	1 477 959	1,69%	1,69%
The Bank of New York Mellon SA/NV	1 435 391	1,64%	1,64%
Nordea Bank Abp	1 290 639	1,47%	1,47%
LABOREMUS INDUSTRIER AS	1 200 000	1,37%	1,37%
ØSTREM INVEST AS	1 130 000	1,29%	1,29%
State Street Bank and Trust Comp	1 115 593	1,27%	1,27%
UBS Switzerland AG	1 017 966	1,16%	1,16%
Zaptec ASA - Treasury shares*	78 776	0,09%	0,09%
Others (less than 1% ownership)	26 620 792	30,42%	30,42%
Total	87 520 790	100,00%	100,00%
*The treasury shares are purchased/sold for use in the company’s share-based program.

		Number of shares	Portion of equity
Treasury shares 01.01.2024		186 425	0,213 %
Purchase of treasury shares		0	0,000 %
Allocated to management and employees		-107 649	-0,123 %
Treasury shares 31.12.2024		78 776	0,090 %
Stocks and options owned by members of the board and management:
Name	Position	Numbers of shares	Options
Kurt Østrem	CEO	1 130 000	300 000
Stig H. Christiansen	Board member	50 000	50 000
Knut Braut	CTO	210 000	100 000
Lasse Hult	CMO	50 000	0
Anna-Karin Andersen*	CCO	47 884	0
Eirik Fjellså Hærem	CFO and deputy CEO	100 000	0
Total		1 587 884	450 000
*CCO up until 09.08.2024

Note 18 - Provisions

The company have a provision for warranty claims of 22.3 MNOK at period end, a change of 4,7 MNOK compared to period end 2023. There has not been any used or reversed provision in the period. However, during 2024 14,5 MNOK (12,8 MNOK in 2023) has been expensed over profit and loss statement in other operating expenses related to warranty claims.

The warranty expense accrual is based on historical returns of products and projected towards the end of warranty period.

Estimated warranty acrual for products are recognised when products are sold. The accrual is based on historical statistics regarding failure rate and expenses for repair.

Provision for warranty claims was classified as long term in 2023, this is corrected in 2024 for both years and has been reclassified as short-term provision according to IAS 1.69d for 2024 and 2023.

The remaining long term provisions is related to the long-term incentive program for employees.

67

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 19 - Loans and borrowings
In NOK 1000	2024	2023
Short-term loans and borrowings	159 971	0
Guaranties pledges as security	2 500	2 500
Secured in the following assets, book value:
Property, plant and equipment	13 604	14 199
Inventories	442 791	393 848
Trade receivables	141 823	64 409
Total	598 218	472 456
The Group has an overdraft facility of 300 MNOK with a draw down of 160 MNOK at period end. The interest rate is 6,45 % of overdraft.
The terms are as follows:
- Short term overdraft facility.
- Annual maturity, will be renewed automatically when a credit rating is performed.

The financial covenants are as follows:

-Overdraft shall not exceed 60% of the sum of external trade receivables (not older than 90 days), booked values of projects in progress, and inventory of finished goods. Monthly reporting based on group numbers. Overdraft above this limit will be deemed a breach of covenant.

-The lender shall approve any new owners with controlling influence and/or if the company is taken of the stock exchange.

- IP-rights shall not be transferred or sold between the borrower and/or subsidiaries without approval from the bank.

- The Group’s patents and other IP-rights shall not be pledged or in any other way be put as security in advantage for other creditors of the group.

- Cash deposits for the whole Group and available cash liquidity on the credit facility, shall at a minimun be 50 MNOK at each monthly reporting.

- Dividend from Zaptec ASA to be approved by the bank and Eksfin

- The borrower shall not produce coal or sell/produce coal.

- The borrower shall ensure that not any subsidiary are pledging shares or other activa without written approval from the lender.

The Group has complied with all covenants as at, and for the twelve months ended 31 December 2024.

Security:

- First priority pledge in inventory, accounts receivables and machinery/equipment in Zaptec ASA. Face value of 350 MNOK of each pledged item.

- Pledge in inventory, trade receivables and machinery/equipment in Zaptec Charger AS. Face value of 350 MNOK of each pledged item.

Apart from transaction with key management and board members included in Note 7 there are no transactions with related parties.

Note 20 - Trade payables and other current liabilities
In NOK 1000	2024	2023
Trade payables	138 963	244 604
Other current liabilities
VAT	16 322	26 221
Accrued expenses	10 277	12 029
Public taxes	19 691	13 967
Holiday pay	14 239	11 593
Other short term liabilities	4 735	10 419
Other current liabilities	65 263	74 228
Total	204 226	318 832

68

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 21 - Notes supporting the cash flows
01.01 - 31.12.2024
In NOK 1000	Non-current		Current
	Loans and borrowings	Lease liabilities	Loans and borrowings	Lease liabilities	Total
At 1 January	0	43 762	0	9 064	52 826
Cash flows
Down payment of loans	0	0	0	0	0
New loans	0	0	0	0	0
Net change in overdraft facility	0	0	159 971	0	159 971
Net lease payments	0	0	0	-8 651	-8 651
Non-cash flows
Changes from business combinations	0	0	0	0	0
Termination of lease agreement	0	0	0	0	0
New lease agreement	0	0	0	0	0
Reclassification short/long term	0	-6 439	0	6 439	0
Foreign exchange effect	0	-870	0	-413	-1 283
At 31 December	0	36 453	159 971	6 439	202 863
01.01 - 31.12.2023
In NOK 1000	Non-current		Current
	Loans and borrowings	Lease liabilities	Loans and borrowings	Lease liabilities	Total
At 1 January	0	10 528	29 229	5 414	45 171
Cash flows
Down payment of loans	0	0	-29 229	0	-29 229
New loans	0	0	0	0	0
Net change in overdraft facility	0	0	0	0	0
Net lease payments	0	0	0	-9 270	-9 270
Non-cash flows
Changes from business combinations	0	0	0	0	0
Termination of lease agreement	0	0	0	0	0
New lease agreement	0	45 824	0	0	45 824
Reclassification short/long term	0	-12 590	0	12 590	0
Foreign exchange effect	0	0	0	330	330
At 31 December	0	43 762	0	9 064	52 826

Note 22 - Other current assets
Breakdown of other current assets:
In NOK 1000	2024	2023
Loan to finance inventory*	43 569	35 849
VAT refund	19 203	52 842
Other	32 749	33 390
Total	95 521	122 081
* The Group has not identified any impairment indicators related to the loans to Sanmina.

69

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 23 - Consolidated companies
The following companies are included in the consolidated financial statements:
Legal company	Association	Head office	Currency	Ownership
Zaptec ASA	Parent	Stavanger	NOK
Zaptec Charger AS	Subsidiary	Stavanger	NOK	100%
Zaptec IP AS	Subsidiary	Stavanger	NOK	100%
Zaptec Power AS	Subsidiary	Stavanger	NOK	100%
Zaptec Sverige AB	Subsidiary	Stockholm	SEK	100%
Zaptec Denmark ApS	Subsidiary	Copenhagen	DKK	100%
Zaptec Deutchland GmbH	Subsidiary	München	EUR	100%
Zaptec U.K. Ltd	Subsidiary	Broseley	GBP	100%
Zaptec Schweiz AG	Subsidiary	Zürich	CHF	100%
Zaptec France SAS	Subsidiary	Paris	EUR	100%
Zaptec Netherlands B.V.	Subsidiary	Amsterdam	EUR	100%
Zaptec Italia S.r.l	Subsidiary	Milan	EUR	100%

Zaptec Charger AS is funding group entitites in the startup phase with loans.

Note 24 - Government grants

Government grants have been received in relation to R&D project through SkatteFunn. The amount reduces the costs related to the projects.

Note 25 - Related party transactions

Apart from transaction with key management and board members included in Note 7 there are no transactions with related parties.

Note 26 - Events after the reporting date

No events after reporting date.

70

Financial statements (Group)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Consolidated statements Zaptec ASA

Income statement 71

Balance sheet 71

Statement of cash flows 72

Notes

Note 1 - Accounting principles 73

Note 2 - Remuneration to the board and auditor 74

Note 3 - Specification of other operating costs 76

Note 4 - Intercompany items between companies in the same group 76

Note 5 - Financial income and expense 76

Note 6 - Income tax 77

Note 7 - Equity 78

Note 8 - Subsidiaries and investments in shares 78

Note 9 - Cash and cash equivalents 79

Note 10 - Shareholders and shareholders information 79

Note 11 - Loans and borrowings 80

Note 12 - Events after the reporting date 81

71

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Income statement

In NOK 1000

Note

2024

2023

Operating expenses

Employee benefit expenses

2

2 132

1 859

Other operating expenses

2,3

12 677

6 689

Total operating expenses

14 809

8 548

Operating loss

-14 809

-8 548

Financial income and expenses

Interest income from group companies

4

57 579

22 086

Other financial income

5

16

21 340

Other financial expenses

5

20 347

11

Net financial income (+) and expenses (-)

37 248

43 415

Profit (+)/loss (-) before tax

22 439

34 867

Tax expense (+)/benefit (-)

6

6 022

3 013

Profit (+)/loss (-) after tax

16 417

31 854

Allocated to

Other equity

7

16 417

31 854

Total allocated

16 417

31 854

Balance sheet

In NOK 1000

Note

12/31/2024

12/31/2023

ASSETS

Deferred tax asset

6

22

71

Non-current financial assets

Investments in subsidiaries

8

207 140

185 962

Convertible loans to group companies

4

723 976

533 675

Investments in shares

8

0

4 872

Total non-current assets

931 138

724 580

Debtors

Other short-term receivables

1 559

3 301

Short term receivables from group companies

4

21 854

6 281

Cash and cash equivalents

9

912

10 917

Total current assets

24 325

20 499

Total Assets

955 463

745 079

Balance sheet

In NOK 1000

Note

12/31/2024

12/31/2023

EQUITY AND LIABILITIES

Equity

Share capital

7, 10

1 313

Treasury shares

7, 10

-1

-3

Share premium

7

646 945

Other paid in equity

7

36 057

30 188

Other equity

7

80 055

62 515

Total equity

764 368

740 957

Liabilities

Other provision

2

0

218

Total provisions

0

218

Current liabilities

Short-term loans and borrowings

11

159 971

0

Trade payables

2 678

594

Tax payable

6

0

2 186

Short-term public dues

94

0

Group contribution

4

27 151

0

Other current liabilities

1 200

1 125

Total current liabilities

191 095

3 904

Total liabilities

191 095

4 123

Total Equity and Liabilities

955 463

745 079

Ingelin Drøpping

Kurt Østrem

Stig Harry Christiansen

Chairman of the board

General manager

Member of the board

Jennifer Jacobs Dungs

Gunnar Hviding

Karoline Nystrøm

Member of the board

Sandnes, 25.03.2025

72

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Statement of cash flows

In NOK 1000

Note

2024

2023

Cash flow from operating activities

Profit (+)/loss (-) before tax

22 439

34 867

Finance income

-57 579

Write down of financial investments

4 872

Change in accounts payables

2 084

-5 667

Share based payment expense

2

5 869

0

Change in other accrual items

6 974

8 369

Net cash flow from operating activities

-15 341

37 570

Cash flow from investment activities

Change in convertible intercompany loans

4

-140 187

-348 785

Change in intercompany receivables

-15 573

28 372

Net cash flow from investment activities

-155 760

-320 413

Cash flow from financing activities

Draw down on credit facility

11

159 971

0

Purchase of treasury shares

7

0

-2 180

Sale of treasury shares

7

1 125

0

Proceeds from equity

0

287 927

Net cash flow from financing activities

161 096

285 747

Net change in cash and cash equivalents

-10 005

2 904

Cash and cash equivalents at start of period

10 917

8 013

Cash and cash equivalents at end of period

912

10 917

73

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Notes

Note 1 - Accounting principles

Basis of preparation

The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway.

Subsidiaries and investment in associates

Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is valued as cost of the shares in the subsidiary/associate, less any impairment losses. An impairment loss is recognised if the impairment is not considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.

Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as they are recognised in the financial statement of the provider. Which under NGAAP normally is in the financial year it relates to, even if it is approved by the general meeting after the financial year. If dividends/group contribution exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the acquisition in the balance sheet for the parent company.

Classification and valuation of balance sheet items

Non-current assets are assets intended for long-term ownership or use. All other assets are current assets. Receivables that fall due for payment within one year shall not be classified as non-current assets. Similar criteria applies to liabilities.

Current assets are valued at the lower of acquisition cost and fair value.

Non-current assets are written down to fair value upon any impairment that is expected not to be temporary. Long-term debt is recognised at nominal value at transaction date.

Group receivable and other receivables

Group receivable and other current receivables are recorded in the balance sheet at face value less provisions for doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of the different receivables. For the remaining receivables, a general provision is estimated based on expected loss.

Foreign currency translation

Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date.

Share-based option agreement

Where equity settled share options are awarded to the management, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non- vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to financial statement over the remaining vesting period.

Taxes

The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22 percent of temporary differences and the tax effect of tax losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilized.

Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.

Cash flow statement

The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash and bank deposits.

74

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 2 - Remuneration to the board and auditor

Payroll costs through profit and loss

In NOK 1000

2024

2023

Remuneration to the board

1 970

1 600

Payroll tax

-7

98

Remuneration to nomination committee

170

161

Total

2 132

1 859

Remuneration to the board

2024

In NOK 1000

Board fee

Bonus

Share based payment

Other benefits

Total

Stig H. Christiansen

630

0

630

Ingelin Drøpping

395

0

395

Jennifer Jacob Dungs

295

0

295

Gunnar Hviding*

0

Karoline Nystrøm*

0

Christian Rangen**

300

0

300

An Joanna De Pauw**

350

0

350

Total

1 970

0

1 970

2023

In NOK 1000

Board fee

Bonus

Share based payment

Other benefits

Total

Stig H. Christiansen

500

0

500

Ingelin Drøpping

350

0

350

Jennifer Jacob Dungs

250

0

250

Christian Rangen

250

0

250

An Joanna De Pauw

250

0

250

Total

1 600

0

1 600

* Member of the board from 12.07.2024

** Member of the Board up until 12.07.2024

In 2024 the company employed 0 man-years.

Kurt Østrem is the general manager in Zaptec ASA. He is compensated through Zaptec Charger AS. His salary is specified in the table below:

CEO and CFO

Salary

Bonus

Share based payment

Other benefits

Total

Kurt Østrem *

3 557

0

2 526

221

6 304

Eirik Fjellså Hærem**

2 141

0

939

14

3 094

Total

5 698

0

3 464

235

9 397

* CFO and acting CEO in the period 01.01.2024-22.02.2024. Appointed as CEO from 22.02.2024.

** Appointed as CFO and Deputy CEO 29.02.2024

Pension liabilities

The company has no employees and is not liable to maintain an occupational pension scheme under the Mandatory Occupational Pensions Act.

Remuneration to auditors for 2024

In NOK 1000

Statutory audit

868

Other non-auditing services

1 513

Total

2 381

All amounts exclude VAT.

75

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Share-based compensation

Share-based payment program for board of directors (Stock option program)

The company operates a equity-settled share-based remuneration schemes for board of directors.

The following information is relevant in the determination of the fair value of options granted during the year under :

2024

2023

Option pricing model used

Black-Scholes

Share price at date of grant

*

Strike

*

Contractual life (in days)

*

Expected life (in days)

*

Expected volatility

*

Risk-free interest rate

*

Fair value at grant date (average)

*

* No new options granted

Stig H. Christiansen (Chairman) holds stock options as of 31.12.2024. The agreement have vesting periods ranging for 6.4 - 18.4 months from 18.06.2021, which grant the board member purchase rights of 50 000 shares at a share pricing of NOK 11.25.

Share-based incentive program for all employees

As of 01.01.2022 The Group implemented a share-based incentive program. Under the program all employees are entitled to a bonus equal to 20% of the employees’ annual salary at 01.01.2022. The shares are allocated immediately and are vested over the vesting period, but can not be sold before 01.01.2025. Under the program the number of shares received is fixed at 01.01.2022. The number of shares equals 20% of the annual salary less withholding tax divided by the share price of Zaptec ASA based on average stock price last 15 days of 2021. Allocated shares for 2022 is 69 220.

As part of the scheme the employee will receive a cash bonus equal to hers/ his income tax payable triggered by the program. If the employee leaves before 01.01.2025 the shares received should be returned to the company without consideration. The cash portion would not be returned. The cash settlement and the employees tax payable has both been expensed in 2022 in Zaptec ASA’s subsidiaries.

The share portion is accounted for as an equity settled share-based payment program with immediate allocating to the employee that is the fair value of the equity instruments at grant date will be expensed over the vesting period (01.01.2025). Fair value is measured by using the actual average stock price of the last 15 days of 2021. The provision for the cash portion is based on the estimated income tax trigged by the actual transfer of the share at each reporting date.

The share portion is accounted in Zaptec ASA as an increase in investment i subsidiaries and equity. Recharge transaction is accounted for as a receivable to subsidiaries and decrease in subsidaries. Employer contribution payable is based on the intrinsic value of the shares at the reporting date. The employees in the subsidiaries receives shares from Zaptec ASA. The share portion is recorded in the subsidiaries as increase in payroll costs, and increase in liabilities to parent company.

As of 01.01.2023 The Group implementet a new share-based incentive program for new employees in 2022. Under the program all employees are entitled to a bonus equal 20% of the annual salary at 31.12.2022. The shares will be allocated to the employees after the three year vesting period, i.e. shortly after 01.01.2026. Under the program the number of shares received is fixed at 01.01.2023. The number of shares equals 20% of the annual salary divided by the share price of Zaptec ASA based on average stock price last 15 days of 2022.

2024

2023

Weighted average exercise price

Number

Weighted average exercise price

Number

Outstanding at 1 January

11.25

50 000

11.25

150 000

Granted during the year

0

Forfeited during the year

0

Exercised during the year

0

11,25

100 000

Lapsed during the year

0

Outstanding at 31 December

11.25

50 000

11.25

50 000

Vested at 31 December

0,00

50 000

11,25

50 000

During the year zero options were exercised.

76

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

The share portion is accounted for as an equity settled share-based payment program, that is the fair value of the equity instruments at grant date will be expensed over the vesting period (01.01.2026). Fair value is measured by using the actual average stock price of the last 15 days of 2022.

Share-based incentive program for management

As of 01.01.2022 the group implemented a share-based incentive program. Under the program key management are granted a right to receive a defined number of shares after a vesting period. The vesting period running until 01.01.2025. A total of 440 000 rights to receive shares has been granted under this program as of 31.12.2022.

The program is accounted for as a equity settled share-based payment program with a 3 year vesting period, that is the fair value of the equity instruments at grant date will be expensed over the vesting period. Fair value is measured by using the actual average stock price of the last 15 days of 2021.

Share-based payment expense is charged to the income statements the following amount, where the option program is charged in Zaptec ASA and share-based incentive program is charged in subsidiaries of Zaptec ASA:

In NOK 1000

2024

2023

Share-based incentive program for all employees

4 711

Share-based incentive program for management

1 157

3 415

Total share based payment expense

5 868

8 126

Note 3 - Specification of other operating costs

In NOK 1000

2024

2023

Rental cost

463

398

Other operating costs

1 719

1 935

Consultants

10 495

4 356

Total other operating expense

12 677

6 689

Note 4 - Intercompany items between companies in the same group

Receivables

In NOK 1000

2024

2023

Convertible loans to companies in the same group

723 976

533 675

Other short-term receivables within the group

21 854

6 281

Total

745 831

539 956

Liabilities

In NOK 1000

2024

2023

Other short-term liabilities within the group

0

1 125

Group contributon

27 151

0

Total

27 151

1 125

All the subsidiaries are listed in Note 8.

Note 5 - Financial income and expense

In NOK 1000

Finance income

2024

2023

Other finance income

16

184

Foreign currency gain

0

Gain on realization of shares

0

21 156

Total finance income

16

21 340

Finance expense

2024

2023

Interest on debts and borrowings

11 366

0

Write down of other financial assets

4 872

0

Other finance expense

4 109

11

Total finance expense

20 347

11

77

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 6 - Income tax

In NOK 1000

2024

2023

Income tax expense

Current income tax

5 974

2 182

Too much/little allocated previous years

0

3

Changes in deferred tax

49

827

Total income tax expense (+)/benefit (-)

6 022

3 013

Temporary differences and tax positions

Tangible assets

75

74

Accounts receivables

-177

Provisions

0

-218

Total temporary differences and tax positions

-102

-321

Tax losses carried forward

0

Basis for deferred tax

-102

-321

Net deferred tax asset

22%

-22

-71

In NOK 1000

2024

2023

Taxable income

Result before tax

22 439

34 867

Permament differences

4 933

-21 156

Change in temporary differences

-218

15

Application of loss to be brought forward

0

-3 792

Group contribution

-27 152

0

Taxable income

0

9 935

Tax payable in the statement of financial position

Current income tax payable

5 974

2 186

Tax effect on group contribution

-5 974

0

Net tax payable

0

2 186

In NOK 1000

2024

2023

Reconciliation of effective tax rate

Result before tax

22 439

34 867

Income tax based on applicable tax rate (22%)

22%

4 937

7 671

Tax effect on permanent differences

1 085

-4 654

Too much/to little allocated previous year

0

-3

Total income tax expense (+)/benefit (-)

6 022

3 013

Effective tax rate

26,8 %

8,6 %

In NOK 1000

2024

2023

Specification of permanent differences

Other permanent differences

4 933

-21 156

Total permanent differences

4 933

-21 156

78

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 8 - Subsidiaries and investments in shares

Subsidiary

Head office

Currency

Ownership

Carrying amount

Equity

Result

Zaptec Charger AS

Stavanger

NOK

100%

204 290

68 496

-50 717

Zaptec IP AS

Stavanger

NOK

100%

2 849

4 374

582

Zaptec Power AS

Stavanger

NOK

100%

1

5 535

247

Total

207 140

78 405

-49 888

The shares in Zaptec Power AS has been written down to 1 NOK in accordance with “NRS Nedskrivning av anleggsmidler”. There is no activity in this company per 31.12.2024.

Subsidiation

Head office

Ownership

Carrying amount (NOK)

Switch EV Ltd.

London

1,9 %

0

Zaptec ASA invested in 31 619 (1.9%) shares in Switch EV Ltd in 2022 for GBP 400 000. The booked value of the shares in Switch EV Ltd. has in 2024 been written down to zero.

Note 7 - Equity

In NOK 1000

Share Capital

Share premium

Not registered capital

Other paid in capital

Other equity

Total equity

Equity 1 January 2023

1 146

359 185

0

22 061

32 839

415 231

Profit (+)/loss (-) after tax

31 854

Purchase of treasury shares

-2 180

Capital increase

167

287 760

287 927

Share based payments

8 126

Equity 31 December 2023

1 313

646 945

0

30 187

62 513

740 957

Profit (+)/loss (-) after tax

16 417

Sale of treasury shares

1 125

Share based payments

5 869

31 December 2024

1 313

646 945

0

36 056

80 055

764 368

79

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 9 - Cash and cash equivalents

Funds standing on the tax deduction account (restricted funds) are NOK 71 000.

Note 10 - Shareholders and shareholders information

Share capital at 31 December:

Number of shares

Face value

Book value

Ordinary shares

87 520 790

0.015

1 312 812

Total

87 520 790

1 312 812

Main shareholders at 31 December:

Number of shares

Ownership interest

Voting rights

VALINOR AS

10 400 000

11,88%

Nordnet Bank AB

8 289 955

9,47%

Avanza Bank AB

5 524 734

6,31%

Skandinaviska Enskilda Banken AB

4 535 094

5,18%

Danske Bank A/S

4 020 418

4,59%

VPF DNB NORGE SELEKTIV

3 320 464

3,79%

VERDIPAPIRFONDET DNB SMB

3 237 658

3,70%

Morgan Stanley & Co. Int. Plc.

2 909 347

3,32%

KONTRARI AS

2 500 000

2,86%

Saxo Bank A/S

2 331 029

2,66%

CLEARSTREAM BANKING S.A.

2 020 249

2,31%

MUST INVEST AS

1 554 726

1,78%

LYNGNESET INVEST AS

1 510 000

1,73%

WALEN

1 477 959

1,69%

The Bank of New York Mellon SA/NV

1 435 391

1,64%

Nordea Bank Abp

1 290 639

1,47%

LABOREMUS INDUSTRIER AS

1 200 000

1,37%

ØSTREM INVEST AS

1 130 000

1,29%

State Street Bank and Trust Comp

1 115 593

1,27%

UBS Switzerland AG

1 017 966

1,16%

Zaptec ASA - Treasury shares*

78 776

0,09%

Others (less than 1% ownership)

26 620 792

30,42%

Total

87 520 790

100%

100,00%

Stocks and options owned by members of the board and management in Zaptec Charger AS:

Name

Position

Numbers of shares

Options

Kurt Østrem

CEO

1 130 000

300 000

Stig H. Christiansen

Board member

50 000

Knut Braut

CTO

210 000

100 000

Lasse Hult

CMO

50 000

0

Eirik Fjellså Hærem

CFO and deputy CEO

100 000

0

Total

1 540 000

450 000

80

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 11 - Loans and borrowings

In NOK 1000

2024

2023

Short-term loans and borrowings

159 971

0

Guaranties pledges as security

2 500

0

Secured in the following assets, book value (from the subsidiary Zaptec Charger AS):

Property, plant and equipment

13 604

0

Inventories

442 791

0

Trade receivables

141 823

0

Total

598 218

0

Zaptec ASA has an overdraft facility of 300 MNOK with a draw down of 160 MNOK at period end. The interest rate is 6,45 % of overdraft.

The terms are as follows:

- Short term overdraft facility.

- Annual maturity, will be renewed automatically when a credit rating is performed.

The financial covenants are as follows:

-Overdraft shall not exceed 60% of the sum of external trade receivables (not older than 90 days), booked values of projects in progress, and inventory of finished goods. Monthly reporting based on group numbers. Overdraft above this limit will be deemed a breach of covenant.

-The lender shall approve any new owners with controlling influence and/or if the company is taken of the stock exchange.

- IP-rights shall not be transferred or sold between the borrower and/or subsidiaries without approval from the bank.

- The Group's patents and other IP-rights shall not be pledged or in any other way be put as security in advantage for other creditors of the group.

- Cash deposits for the whole Group and available cash liquidity on the credit facility, shall at a minimun be 50 MNOK at each monthly reporting.

- Dividend from Zaptec ASA to be approved by the bank and Eksfin

- The borrower shall not produce coal or sell/produce coal.

- The borrower shall ensure that not any subsidiary are pledging shares or other activa without written approval from the lender.

The Group has complied with all covenants as at, and for the twelve months ended 31 December 2024.

Security:

- First priority pledge in inventory, accounts receivables and machinery/equipment in Zaptec ASA. Face value of 350 MNOK of each pledged item.

- Pledge in inventory, trade receivables and machinery/equipment in Zaptec Charger AS. Face value of 350 MNOK of each pledged item.

Apart from transaction with key management and board members included in Note 7 there are no transactions with related parties.

81

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓

Notes to the parent financial statement (Zaptec ASA )

Note 12 - Events after the reporting date

No events after reporting date.

Alternative Performance Measures

Zaptec may disclose alternative performance measures as part of its financial reporting as a supplement to the financial statements prepared in accordance with IFRS. Zaptec believes that the alternative performance measures provide useful supplemental information to management, investors, security analysts and other stakeholders and are meant to provide an enhanced insight into the financial development of Zaptec’s business operations and to improve comparability between periods.

Available Liquidity

Cash, cash equivalents, other funds (financial investments) and available overdraft facility. The Group has presented this APM because it considers it to be an important supplemental measure for investors to understand the overall picture of the Group’s financial position.

Gross Margin

Gross profit as a percentage of revenues. Gross profit is defined as revenues from contracts with customers less cost of goods sold. The Group has presented this APM because it considers it to be an important supplemental measure for investors to understand the profit generation in the Group’s operating activities.

EBITDA

The profit/(loss) for the period before tax expense, finance expense, finance income and depreciation and amortisation expense. The Group has presented this APM because it considers it to be an important supplemental measure for investors to evaluate the operating performance of the Group.

EBITDA Margin

EBITDA as a percentage of revenues. The Group has presented this APM because it considers it to be an important supplemental measure for investors to understand to evaluate the operating performance of the Group.

OPEX

Employee benefit expenses plus other operating expenses

Disclaimer – forward looking statements

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this presentation contains statements relating to our future business and/or results. These statements include certain projections and business trends that are “forward-looking.” All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements preceded by, followed by or that include the words “estimate,” pro forma numbers, “plan,” project,” “forecast,” “intend,” “expect,” “predict,” “anticipate,” “believe,” “think,” “view,” “seek,” “target,” “goal”, “outlook” or similar expressions; any projections of earnings, revenues, expenses, synergies, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including integration and any potential restructuring plans; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ materially from projected results/pro forma results as a result of certain risks and uncertainties. Further information about these risks and uncertainties are set forth in our most recent annual report for the Year ending December 31, 2024. These forward-looking statements are made only as of the date of this press release. We do not undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from Fourth parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

87

Parent company financial statements (Zaptec ASA)

Content

03 Update from the CEO +

04 This is Zaptec +

05 2024 in review +

08 Financial Summary +

09 Sustainability +

35 Board of directors report +

40 Financial statements ↓