Annual report
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1 GLX Holding AS Annual report 2025 General information GLX Holding AS (parent company) GLX Holding AS is a special purpose vehicle incorporated 14th August 2017 by Triton to acquire Glamox AS which is the parent compa- ny of the Glamox Group. GLX Holding AS holds 76.17% of the shares in Glamox AS. GLX Holding AS consolidates 100% of the Glamox Group in its financial accounts from 11th December 2017.
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Financial highlights of the year • Order intake1 ended at NOK 4,694 million (NOK 4,476 million), an increase of 4.9%. • Total revenue other operating income was NOK 4,447 million (NOK 4,487 million), a decrease of 0.9% • Adjusted EBITDA1 ended at NOK 796 million (NOK 793 million), an increase of 0.3% • Adjusted EBITA1 ended at NOK 680 million (NOK 670 million), an increase of 1.5% • Adjusted EBIT1 ended at NOK 616 million (NOK 546 million), an increase of 12.8% KEY FIGURES 2025 2024 FINANCIALS Order intake1 MNOK 4,694 4,476 Total revenue and other operating income MNOK 4,447 4,487 Adjusted EBITDA1 MNOK 796 793 Adjusted EBITA1 MNOK 680 670 Adjusted EBIT1 MNOK 616 546 Net profit/loss (-) MNOK 147 83 CASH FLOW Net cash flow from operating activities MNOK 497 691 MARGINS & RATIOS Adjusted EBITDA margin1 % 17.9 17.7 Adjusted EBITA margin1 % 15.3 14.9 Adjusted EBIT margin1 % 13.9 12.2 Net interest-bearing debt1 MNOK 1,988 2,032 Leverage ratio1 x 2.5 2.6 1 Please refer to APM section for further explanations and details on APM measures.
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Board of Directors Report 2025 GLX Holding AS business GLX Holding AS, “the company”, was formed 14 August 2017 and registered in the Register of Business Enterprises, 7 September 2017. The company’s business is to own shares in Glamox Group. The company’s operations are run from the Oslo municipality. On 11 December 2017, GLX Holding AS became parent company of Glamox Group with a 75.16% ownership. During the owner period GLX Holding AS increased its ownership in Glamox Group to 76.17%. Glamox Group’s registered address is in Molde, Norway. Headquarter is located in Oslo. Glamox Group is a Norwegian industrial group that develops, manufactures and distributes professional smart lighting solutions for the global market. Our mission is to provide sustainable lighting solutions that improve the performance and well-being of people. We employ around 2,000 professionals, with sales and production in Europe, Asia, and North America. In 2025, our total revenue and other operating income were NOK 4,447 million. The Glamox Group operates two segments - Professional Building Solutions division (PBS) and Marine, Offshore & Wind division (MOW). Each of the two segments is served by our Sourcing, Production & Logistics division (SPL), which operates factories and plays a significant role in the procurement of components and delivery of finished goods. The Professional Buildings solutions (PBS) division provides indoor and outdoor lighting solutions for non-residential applications. The division is a leading supplier to the professional building markets, offering complete product ranges for educational and healthcare facilities, commercial and industrial buildings, datacentres as well as defence & security installations. PBS offers a range of quality lighting solutions, to create comfortable, flexible and stimulating working environments. Its products are engineered for easy mounting, use and maintenance, with state-of-the-art electronic components and light sources for optimal energy efficiency and a small environmental footprint. As a local partner, PBS provides tailored expert advice and serves each customer to meet their individual needs. The Marine, Offshore & Wind (MOW) division provides advanced, marine certified lighting solutions for the global maritime and energy industries. The division is a leading supplier across core segments including commercial marine vessels, cruise ships, ferries, defence and security vessels, fishing vessels, search and rescue craft, offshore wind installations, and offshore and onshore energy facilities. With a strong global network and a broad portfolio of high-quality lighting brands, MOW meets the demanding requirements of modern maritime operations. The division delivers interior and exterior luminaires, floodlights, searchlights, explosion-proof lighting, navigation lights, and connected lighting technologies tailored for extreme environments. The solutions are engineered for durability, energy efficiency, and compliance with strict international standards. As a trusted local partner, MOW adds value through deep customer insight and technical expertise, ensuring that each installation supports safety, operational efficiency, and long-term reliability in challenging marine and offshore environments. For further information about Glamox Group’s operations, see Glamox Group’s annual report. The company does not own shares in any other companies. Going concern
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In accordance with Section 3-3a of the Norwegian Accounting Act, cf. § 4-5, the Board of Directors confirms that the accounts have been prepared on a going concern basis and that this assumption is appropriate at the date for the accounts, and that GLX Holding AS has sufficient equity and liquidity to fulfil its obligations Statement of the financial statements The company, based on non-consolidated figures, reports an annual loss of NOK 5 million (loss of NOK 41 million). The company’s equity capital per 31 December 2025, was NOK 1,393 million, 50.6% (NOK 1,398 million, 50.8%). EBITA in 2025 for the consolidated accounts was NOK 609 million (NOK 574 million). EBITA was negatively impacted by special items in the magnitude of NOK 71 million (NOK 95 million). The special items were mainly related to initiatives supporting growth, restructuring and efficiency improvements. Furthermore, the special items included ERP integration cost, acquisition and integration costs and other unspecified items. Restructuring, integration, and relocation activities were undertaken to further strengthen the long- term competitiveness of the Glamox Group and are expected to have a positive impact from 2026 onwards. These measures primarily relate to the closure of the Kirkenær factory in Norway and the Basingstoke factory in the United Kingdom. Intangible assets, such as technological expertise, software development, and high-quality brands, remain critical to realising the Group’s ambitions. The adjusted EBITA in 2025 was NOK 680 million (NOK 670 million), an increase of 1.5%. The increase in adjusted EBITA was mainly due to revenue growth in MOW, a beneficial product and customer mix across the business, the positive effects of ongoing operational cost improvement initiatives, and continued successful execution of the company’s business strategy. Revenue decline was partly offset by an increase in sales of Light Management Systems (LMS), with the Group continuing to benefit from the ongoing market shift from the supply of lighting products to lighting solutions. Raw materials and consumables decreased by 3.2%, while payroll and related costs decreased by 1.8%, due to strict cost control and positive one-off effects. In addition, depreciation and amortisation expenses were reduced by 27.2%. The Group made good progress with our strategic projects, and our simplification and digitalisation initiatives are set to further enhance operational performance in 2026. The profit for the year in the consolidated accounts was a profit of NOK 147 million (NOK 83 million). The consolidated equity capital per 31 December 2025, was NOK 1,784 million, 31.4% (NOK 1,684 million, 29.8%). Glamox Group directly expensed NOK 57 million (NOK 66 million) related to research and development activities and capitalised NOK 26 million (NOK 5 million) related to development cost in 2025. Net change in cash and cash equivalents in 2025 was NOK 30 million (NOK 187 million), a decrease of NOK 157 million. Net cash flows from operating activities amounts to NOK 497 million (NOK 691 million). The decrease was primarily driven by adverse working capital movements. These included increased inventory levels at year-end, reflecting insourcing activities and the launch of new product families, as well as an unfavourable development in trade payables, partly offset by an improvement in trade receivables. Negative contributions from changes in other assets and liabilities,
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depreciation, amortisation and impairment, and taxes paid also impacted operating cash flow, partially mitigated by higher operating profit. Net cash flow from investing activities was NOK -32 million (NOK -52 million) while net cash flow from financing activities was NOK -436 million (NOK -453 million). The Board believes the company’s equity and liquidity as of 31 December 2025, to be satisfactory. In the opinion of the Board, the presented income statement and balance sheet and accompanying notes for the company and the consolidated accounts provide a satisfactory statement of earnings in 2025 and the financial position at year-end. Financial risk management The Group is exposed to credit risk, interest risk, and exchange risk in its day-to-day business operations and aims to keep risk at an acceptable level in these areas. The underlying loan contracts are instrumental for managing interest risk. Currency risk is managed through internal invoicing rules, matching income against expenses in the same currency and loans against equity in the same currency, as well as the use of financial instruments. For further details, see note 5.5 Financial risk management in the annual accounts. Development by segments The Group has two segments - Professional Building Solutions (PBS) and Marine, Offshore & Wind (MOW). They operate in strategically different markets, have different sales channels, marketing strategies and are therefore subject to different types and magnitudes of risk. The Sourcing, Production & Logistics (SPL) division supports both segments. PBS is a leading supplier of lighting solutions to the European non-residential building market, with Northern and Central Europe as the most important markets. PBS develops and supplies complete lighting solutions for educational and healthcare institutions, offices, and industrial buildings. PBS achieved an order intake of NOK 3,027 million (3,055), a decrease of 0.9%. In the same period, total revenue was NOK 2,988 million (3,116), a decrease of 4.1%. Continued retrofit demand and the ongoing renovation of non-residential buildings have shown good progress during the year, whereas there was a slowdown in non-residential construction activity the new build market. EU investments in energy efficient buildings, the shift from conventional lighting to LED, and the growth in smart lighting systems and services have all supported PBS market demand. MOW is responsible for developing, selling and distributing sustainable lighting solutions to commercial marine, offshore energy, wind energy, and defence and security markets. Its total order intake improved by 17.3% to NOK 1,667 million (1,421). Customer activity was driven by demand for energy efficient lighting in the Commercial Marine, Defence & Security, and Wind Energy verticals, driven by a combination of retrofit and new build projects as the industries are focused on energy efficiency and compliance with evolving emissions regulations. Changes in geopolitical tensions positively affected demand in the Defence & Security vertical, although project timing remains inherently volatile. Adjusted total revenue and other operating income for MOW increased by 5.6% to NOK 1,448 million (1,371), with Commercial Marine and Wind Energy continuing to show solid development.
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Proposal for allocation of profit The Board of directors proposes that the year`s loss of GLX Holding AS of NOK 5 million is allocated to retained earnings. Corporate governance The Board of directors considers corporate governance to be a prerequisite for long-term value creation and growth. The Board of Directors has decided that the GLX Holding AS will comply with the Norwegian Code of Practice for Corporate Governance (which is available at www.nues.no). Further information on GLX Holding AS’ corporate governance can be found under “Investor Relations / GLX Holding AS” on the Glamox Group corporate website. Glamox Group including subsidiaries carries Director & Officers Insurance provided by AIG, covering past, present, and future Board members and company officers for personal legal liability, including defence costs. Environmental, Social and Governance ESG considerations are gaining significance among our stakeholders, and in 2025, the Glamox Group intensified its focus on ESG. It aims to be at the forefront of the industry in this regard, with its Sustainability report forming an integral part of the annual report. Governance partner policy, anti- corruption policy, privacy policy, whistle blowing policy, crisis management policy, sanctions and export control procedure, and health, safety and environmental (HSE) policy. This system is continuously evolving and forms a vital part of Glamox Group operations. During the reporting period, there were no notable instances of non-compliance with laws and regulations. The Glamox Group operates an established ESG programme with a focus on compliance and risk management to protect the business’s value and align with ESG market expectations for value creation. Its Code of Conduct, which acts as a moral compass to preserve integrity and promote standards of accepted business ethics, is approved by the Board. The Board has delegated responsibility for managing the company’s sustainability efforts to the Group CEO. The Glamox Leadership Team is headed by the Group CEO and is responsible for implementing these commitments to policies and procedures. The Head of Sustainability within the Glamox Leadership Team is responsible for the ESG goals embedded in the company strategy. The Legal and Compliance department drafts policies and procedures and oversees the governance model and compliance with legal requirements. In that relation, a compliance management system has been implemented. It encompasses various components, including values, corporate social responsibility policies, code of conduct, responsible business partner policy, anti-corruption policy, privacy policy, whistle blowing policy, crisis management policy, sanctions and export control procedure, and health, safety and environmental (HSE) policy. This system is continuously evolving and forms a vital part of Glamox Group operations. During the reporting period, there were no notable instances of non-compliance with laws and regulations. Sustainability The Glamox Group is dedicated to minimising both its own and its customers’ environmental footprint. Its mission is to provide sustainable lighting solutions that improve the performance and well-being of people. To achieve its ambition of becoming a sustainability leader, the company integrated its sustainability strategy into its Green Light Plan. The company is committed to assisting its customers to reduce electricity usage and carbon emissions through the use of its energy-efficient lighting products, control systems, and services. More than 98% of its luminaires utilise energy-
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efficient LED technology. By simply replacing conventional luminaires with LED alternatives, electricity consumption can be reduced by up to 50%. This figure increases to 90% when luminaires are integrated with Glamox sensors and light management systems. In addition, the company applies circular economy design principles in developing its products. This strategy helps to prolong product lifespan and allows materials like plastics and aluminium to be recycled. Responsible business partner The Glamox Group is dedicated to upholding responsible business practices and adhering to the highest ethical standards in all business operations. These standards are outlined in the Glamox Code of Conduct, supported by various policies and guidelines including the Responsible Business Partner Policy and the Anti-Corruption policy. The Procurement department is responsible for managing human and labour rights in the supply chain and maintaining a sustainable sourcing cycle. The company communicates its expectations regarding respect for human rights, decent working conditions, and ethical business conduct to its suppliers. It utilises digital tools to transparently qualify and monitor adherence, thereby promoting transparency in the industry and raising awareness globally. For more details on the Group’s initiatives in 2025, please refer to the Sustainability section in the Glamox 2025 annual report, starting on page 38. Health and safety The Glamox Group is committed to achieving zero accidents, and its dedication to maintaining a safe working environment is an ongoing effort. The business has established a reporting procedure that mandates the reporting, investigation, and mitigation of all lost-time accidents. In 2025, a total of 5 lost-time accidents were reported, resulting in an accident ratio (H-value) of 1.5 accidents per 1 million worked hours, a decrease from 2.0 in 2024. Equal opportunities and working environment The company has no employees. The Board consists of three people, two men and one woman. In 2025, the average number of fulltime employee equivalents (FTEs) in Glamox Group stood at 2,028 representing a decrease from 2,036 in 2024. Glamox Group have conducted a pay equality analysis for employees in Glamox AS (“likelønnskartlegging”) in compliance with the requirements of the Equality of Opportunity and Treatment Act (“Likestillings- og diskrimineringsloven”). For details on the shareholder situation, please refer to note 5.7 Equity and shareholders in Glamox’s annual accounts. The Glamox Group is dedicated to fostering an inclusive work culture that promotes equal opportunities and fair treatment for all employees. The company recognises the unique value of each individual and believes in appreciating individuals based on their skills and abilities. The Glamox Group strictly prohibits any form of harassment or discrimination based on race, colour, religion, gender, sexual orientation, national origin, age, disability, or veteran status, as outlined in its Code of Conduct and supported by its Whistleblower policy. The policy ensures that equal skills and length of service are rewarded regardless of gender. Women and men in all job categories are given equal opportunities for assignments and career advancement. At the end of 2025, female employees accounted for 42.3% of the Glamox Group’s workforce. In Glamox AS, 35.6% of employees were female, with women holding 25.0% of
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leadership positions. Additionally, 48.2% of part-time employees and 36.0% of temporary hires in Glamox AS were female. Gender diversity is crucial, and while the lighting industry traditionally has been dominated by men in sales and leadership positions, Glamox Group wishes to contribute to the positive developments by targeting an improvement in the ratio of men and women in all parts of the company. We therefore view our work in this area to have a potential positive impact on diversity and equal opportunity. We strongly believe that a diverse organisation will be a successful organisation, and we focus on all types of diversity. Outlook The Glamox Group’s fundamental growth prospects are positive and based on a robust business model, a clear strategy, and positive long-term market drivers in both its operating segments. Increased demand for energy-efficient smart lighting, driven by increased focus on energy savings and stricter environmental regulations, along with investments in offshore energy, navy and wind sectors, presents promising long-term growth opportunities, in new- build, renovation, and retrofit projects. While near-term visibility is somewhat uncertain due to macroeconomic factors and shifting geopolitical conditions, the business remains agile and well-prepared to navigate these challenges. However, these factors may impact the short/ medium-term growth trajectory and will be closely monitored. We continue to believe that Glamox remains well-positioned to capitalise on growth opportunities through the implementation of its Green Light Strategy. Declaration by the Board of Directors The Board of Directors of GLX Holding AS has today considered and approved the Board of Directors’ report, and the audited Financial Statements for GLX Holding AS. Oslo, 29 April 2026 Mikael Aro Chairman of the Board Joachim Espen Board member Hanna-Maria Heikkinen Board member
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Sustainability Statement The sustainability information relating to GLX Holding AS is based on the activities and performance of its operating company, the Glamox Group. The sustainability section is presented in the Glamox Group 2025 Annual Report, where it reflects the Group’s sustainability efforts, initiatives, and performance. The sustainability statement has been prepared in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS) and describes the Glamox Group’s principal sustainability-related activities, material topics, and impacts across its operations.
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GLX Holding Group Annual financial statements 2025
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Content Consolidated statement of profit and loss Consolidated statement of other comprehensive income Consolidated statement of financial position Consolidated statements of cash flows Consolidated statement of equity Section 1 - Overview Section 6 - Tax 1.1Corporate information 6.1Taxes 1.2Basis of preparation 1.3Significant judgements and estimates Section 7 - Remuneration and post-employment benefits 7.1Management- and Board remuneration Section 2 - Operating income and expenses and inventories 7.2Post-employment benefits 2.1Segment information 2.2Revenues from contracts with customers Section 8 - Group companies 2.3Inventories 8.1Group companies 2.4Employee benefit expenses 8.2Business combinations 2.5Other operating expenses Section 9 - Other disclosure requirements Section 3 - Non-current assets 9.1Earnings per share 3.1Property, plant and equipment 9.2Related party transactions 3.2Goodwill 9.3Events after the reporting period 3.3Product development and other intangible assets Section 4 - Provisions and commitments Section 10 - Accounting policies 4.1Provisions and other liabilities 10.1Material accounting policies 4.2Leases 10.2Changes in accounting policies 10.3Standards issued but not yet effective Section 5 - Financial instruments, capital structure and equity 5.1Financial instruments 5.2Interest-bearing liabilities 5.3Maturity analysis of financial liabilities 5.4Fair value measurement 5.5Financial risk management 5.6Capital management 5.7Equity and shareholders 5.8Cash and cash equivalents 5.9Trade and other receivables 5.10Trade and other payables 5.11Financial income and expenses
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GLX Holding AS - Group Consolidated statement of profit and loss For the years ended 31 December NOK 1000 Notes 2025 2024 Revenue 2.1, 2.2 4 430 318 4 477 067 Other operating income 2.1 16 216 9 713 Total revenue and other operating income 4 446 534 4 486 780 Raw materials and consumables used and changes of finished goods 1 895 320 1 957 031 Payroll and related costs 2.4 1 395 694 1 421 950 Depreciation and amortisation 3.1, 3.3, 4.2 180 027 247 290 Impairment of non-current assets 3.2, 4.2 17 7 418 Other operating expenses 2.5 430 485 402 411 Total operating expenses 3 901 543 4 036 100 Operating profit 544 991 450 680 Financial income 5.11 52 267 74 391 Financial expenses 5.11 343 783 350 445 Net financial items -291 516 -276 054 Profit/loss before tax 253 475 174 626 Income tax expense 6.1 106 213 92 051 Profit/loss for the year 147 261 82 574 Profit/loss attributable to equity holders of the parent 71 126 23 141 Profit/loss attributable to non controlling interests 76 135 59 433 Earnings per ordinary share attributable to the equity holders of the parent9.1 71,1 23,1 Consolidated statement of other comprehensive income Profit/loss for the year 147 261 82 574 Items that subsequently will not be reclassified to profit and loss: Gain/loss from remeasurement on defined benefit plans 7.2 4 601 1 396 Tax effect on remeasurements on defined benefit plans 6.1 -644 81 Total items that subsequently will not be reclassified to profit and loss 3 957 1 478 Items that subsequently may be reclassified to profit and loss: Currency translation differences -7 519 84 474 Net gain/loss on hedge of foreign subsidiaries 5.5 10 359 -77 107 Tax effect from hedge of foreign subsidiaries 6.1 -2 279 16 964 Total items that subsequently may be reclassified to profit and loss 562 24 330 Other comprehensive income for the period 4 519 25 808 Total comprehensive income for the period 151 780 108 382 Total comprehensive income attributable to equity holders of the parent 74 568 42 798 Total comprehensive income attributable to non controlling interests 77 212 65 584
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GLX Holding AS - Group Consolidated statement of financial position NOK 1000 Notes 31.12.2025 31.12.2024 ASSETS Intangible non-current assets Goodwill 3.2 1 928 782 1 934 433 Intangible assets 3.3 1 000 444 1 030 836 Total intangible non-current assets 2 929 226 2 965 269 Tangible non-current assets Land, buildings and other property 3.1 193 011 206 516 Machinery and plant 3.1 84 763 91 850 Fixtures and fittings, tools, office equipment etc. 3.1 31 449 28 344 Right-of-use assets 4.2 129 169 145 279 Total tangible non-current assets 438 393 471 990 Deferred tax assets 6.1 72 216 75 882 Other non-current assets 10 613 10 304 Total non-current assets 3 450 447 3 523 445 Current assets Inventories 2.3 836 325 777 729 Trade receivables 5.9 515 069 528 681 Other receivables 5.9 147 909 108 770 Cash and cash equivalents 5.8 736 572 712 348 Total current assets 2 235 875 2 127 529 TOTAL ASSETS 5 686 322 5 650 974 EQUITY AND LIABILITIES Equity Share capital 5.7 1 000 1 000 Share premium reserve 1 599 346 1 599 346 Paid in capital 1 600 346 1 600 346 Retained earnings and other reserves -178 472 -253 040 Non-controlling interests 361 932 337 156 Total equity 1 783 806 1 684 462 Non-current liabilities Pension liabilities 7.2 26 888 34 840 Bond 5.1, 5.2, 9.3 1 342 695 1 336 433 Interest-bearing liabilities to financial institutions 5.1, 5.2, 9.3 - 1 197 799 Non-current lease liabilities 4.2 79 063 92 826 Deferred tax liabilities 6.1 279 070 291 306 Provisions and other liabilities 4.1 32 689 71 926 Total non-current liabilities 1 760 405 3 025 130 Current liabilities Trade payables 5.10 358 135 358 881 Income tax payable 6.1 60 085 50 357 Other payables 5.10 125 341 149 083 Dividend - - Current interest-bearing liabilities to financial institutions 5.1, 5.2, 9.3 1 210 313 - Current lease liabilities 4.2 61 630 69 795 Provisions and other liabilities 4.1, 5.1, 7.2 326 606 313 266 Total current liabilities 2 142 111 941 382 Total liabilities 3 902 516 3 966 512 TOTAL EQUITY AND LIABILITIES 5 686 322 5 650 974 Oslo, 29 April 2026 Mikael Aro Chairman of the Board Joachim Solbakken Espen Board member Hanna-Maria Heikkinen Board member
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Consolidated statement of cash flows For the years ended 31 December (NOK 1000) Cash flows from operating activities Notes 2025 2024 Operating profit 544 991 450 680 Taxes paid -113 152 -76 110 Depreciation, amortisation and impairment 3.1, 3.3, 4.2 180 043 254 708 Gain from sale of assets -3 060 - Changes in inventory 2.3 -58 596 34 391 Changes in trade receivable 5.9 13 612 -55 762 Changes in trade payable 5.10 -745 32 521 Changes in pension scheme assets/liabilities 7.2 -7 952 -2 084 Changes defined benefit plan recognised directly in equity 7.2 4 601 1 396 Changes in other assets and liabilities -62 451 51 363 Net cash flows from operating activities 497 291 691 103 Cash flows from investing activities Proceeds from sale of tangible fixed assets and intangible assets 10 327 - Purchase of tangible fixed assets and intangible assets 3.1, 3.3 -74 796 -54 535 Acquisition of subsidiary, net of cash acquired 8.2 - -53 464 Cash flow from (purchase)/sales of shares in subsidiaries - - Payment of contingent consideration 4.1 -18 354 -10 036 Interests received 51 113 66 240 Net cash flow from investing activities -31 710 -51 795 Cash flow from financing activities Lease principal 4.2 -69 463 -70 343 Lease interest paid 4.2 -7 208 -7 203 Dividend paid to non controlling interest -52 437 -52 437 Interests paid -292 658 -319 472 Repayment of interest-bearing debt 5.2 -2 064 -3 208 Repayment of bonds 5.2 - - Other cash flow from financing activities 5.2 -11 884 - Net cash flow from financing activities -435 715 -452 663 Net change in cash and cash equivalents 29 865 186 645 Cash and cash equivalents, beginning of period 712 348 520 900 Effect of change in exchange rate -5 642 4 803 Cash and cash equivalents, end of period 736 572 712 348
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GLX Holding AS - Group Consolidated statement of changes in equity NOK 1000 Share capital Share premium Retained earnings Currency translation differences Net investment hedge reserve Total retained earnings and other reserves Total shareholders equity Non- controlling interests Total equity Balance as of 31 December 20231 000 1 599 346 -347 089 162 635 -111 382 -295 836 1 304 510 310 899 1 615 409 Profit (loss) for the year 23 141 23 141 23 141 59 433 82 574 Other comprehensive income 1 125 64 340 -45 809 19 657 19 657 6 151 25 808 Total comprehensive income 24 267 64 340 -45 809 42 798 42 798 65 584 108 382 Dividends - -39 327 -39 327 Balance as of 31 December 20241 000 1 599 346 -322 822 226 975 -157 190 -253 040 1 347 306 337 156 1 684 462 Profit (loss) for the year 71 126 71 126 71 126 76 135 147 261 Other comprehensive income 3 014 -5 727 6 154 3 442 3 442 1 077 4 519 Total comprehensive income 74 140 -5 727 6 154 74 568 74 568 77 212 151 780 Dividends - -52 436 -52 436 Balance as of 31 December 20251 000 1 599 346 -248 682 221 248 -151 036 -178 472 1 421 874 361 932 1 783 806
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1.1 Corporate information GLX Holding AS was established in 2017, with the purpose to own shares in Glamox AS. On 11 of December 2017, GLX Holding AS became the parent company of Glamox AS. GLX Holding AS owns 76.17% in Glamox AS. GLX Holding AS is a holding company and have no other activities or investments than the ownership of Glamox AS. GLX Holding AS is a Norwegian company and the registered address is c/o Triton Advisors (Norway) AS, Dronning Mauds gate 3, 0250 Oslo. The ultimate parent of GLX Holding AS is Triton Fund IV, which is located at Jersey. Beneficial owner of GLX Holding AS is Triton fund IV, located at Jersey. The Glamox Group consists of Glamox AS and its subsidiaries. It is an industrial group that develops, manufactures and distributes professional lighting solutions for the global market. The Glamox Group consists of the two segments ‘Professional Building Solutions (PBS) and ‘Marine, Offshore & Wind’ (MOW).
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1.2 Basis of preparation The consolidated financial statements which include Glamox AS and all its subsidiaries, have been prepared in accordance with IFRS ® Accounting Standards as adopted by The European Union (EU).Material accounting policies applied in the consolidated financial statements are described in note 10.1. The policies are applied consistently to similar transactions and to other events involving similar circumstances.The consolidated financial statements are presented in Norwegian kroner (NOK), which is also the functional currency of the parentcompany. All figures are rounded to the nearest thousand (000), except when otherwise specified. The report is issued by the Board of Directors on 29 April 2026 and will be approved by the Annual General Meeting in May/June 2026.
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1.3 Significant judgements and estimates Preparation of the financial statements requires management to apply judgement in determining the appropriate accounting treatment for certain transactions and events. The areas where judgement is most significant include:Business - and product development projectsDevelopment projects may introduce complexity in assessing whether costs should be capitalised or expensed. The nature of each project provides the basis for this assessment. Only costs directly attributable to the development of products for new applications and/or using new technology are capitalised. Capitalisation is contingent on documented technological and economic feasibility, typically when the project has reached a defined milestone.Useful life of property, plant, equipment and intangible assets Management estimates useful lives based on the expected period the asset will be available for use. Useful lives are assessed at least annually and adjusted if expectations change.Several accounting areas involve estimation uncertainty, which may lead to variations in recognised amounts. Some uncertainties relate to the judgements described above, while others are linked to specific assumptions discussed in the individual notes.Development projectsDetermining the amount to be capitalised requires estimates of expected future cash flows, applicable discount rates, and the anticipated period of economic benefit. Further information is provided in note 3.3.Property, plant and equipmentEstimated useful lives of property, plant and equipment are disclosed in note 3.1.WarrantiesProvisions for warranty obligations are recognised when products are sold. Initial recognition is based on historical experience and assumptions about expected future costs. Estimates are reassessed annually. Details are provided in note 4.1.Deferred tax assetsDeferred tax assets are recognised when it is probable that future taxable profits will be available to utilise the asset. Estimates relate to future profitability, timing of reversals of temporary differences, and tax planning strategies. Additional information is provided in note 6.1.InventoryInventory is reviewed for obsolescence, and provisions are recognised when necessary. The assessment is based on objective data and management judgement. The Group applies specific obsolescence rates depending on turnover periods (3, 6 or 12 months). Further details are provided in note 2.3.
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2.1 Segment information Year ended 31 December 2025 Professional Building Solutions Marine, Offshore & Wind Unallocated Total Revenue 2 984 228 1 446 090 4 430 318 Other operating income 3 962 1 920 10 334 16 216 Total operating expenses1) 3 837 208 3 837 208 EBITA 609 326 EBITA margin 13,7 % Year ended 31 December 2024 Professional Building Solutions Marine, Offshore & Wind Unallocated Total Revenue 3 108 995 1 368 071 4 477 067 Other operating income 6 799 2 914 9 713 Total operating expenses1) 3 912 453 3 912 453 EBITA 574 326 EBITA margin 12,8 % Reconciliation of profit 2025 2024 EBITDA 725 034 705 388 Depreciation, amortisation and impairment 180 043 254 708 Operating profit/loss 544 991 450 680 1) Excluded amortisation and impairment of intangible assets Operating segments within the Glamox GroupGlamox has the following operating segments: - Professional Building Solutions (PBS)- Marine Offshore & Wind (MOW)The segments offer different products, operate in strategically different markets and therefore have different sales channels and marketing strategies, including associated risks. PBS provides products for offices, industry, health, education, retail, hotels and restaurants, primarily in Europe. Its main sales channels include direct-to-customer and wholesalers. MOW serves the global market with products for commercial marine, oil and gas (both offshore and onshore), navy, wind, cruise and ferry sectors. MOW’s customers include vessel owners, shipyards, electrical installers, engineering firms and energy companies.The performance of these segments is primarily monitored based on orders received and total revenue, while operating expenses are managed at Group level.The internal managment reporting of operating segments does not include any balance sheet items. Consequently, the overview of financial information per operating segment does not include assets and liabilites. No single customer purchase across segments in 2025 exceeded 10 % of total revenues.
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2.2 Revenues from contracts with customers Segment information 2025 2024 Professional Building Solutions (PBS) 2 984 228 3 108 995 Marine, Offshore & Wind (MOW) 1 446 090 1 368 071 Total revenues from contracts with customers 4 430 318 4 477 067 Geographic information PBS MOW 2025 Norway 679 550 406 059 1 085 609 Sweden 524 034 18 955 542 989 Nordic Region ex. Norway and Sweden 406 669 95 609 502 277 Germany 455 410 39 193 494 603 Europe ex. Nordic Region and Germany 895 275 455 339 1 350 614 Rest of the world 23 290 430 935 454 226 Total revenues from contracts with customers 2 984 228 1 446 090 4 430 318 Geographic information PBS MOW 2024 Norway 691 637 334 160 1 025 797 Sweden 484 004 23 562 507 566 Nordic Region ex. Norway and Sweden 420 040 77 372 497 412 Germany 418 170 51 105 469 275 Europe ex. Nordic Region and Germany 1 073 661 410 848 1 484 509 Rest of the world 21 484 471 024 492 508 Total revenues from contracts with customers 3 108 995 1 368 071 4 477 067 The geographic split is based on the location of the customer. The Group is a global provider of lighting solutions for a wide variety of applications both onshore and offshore. All significant revenue streams relate to production and sales of goods. Glamox`s main performance obligation is related to sale of goods where the performance obligations are the delivery of an agreed volume of products within the agreed specification. The accounting policies for the group`s revenue from contracts with customers are explained in note 10.1. The Group’s revenue from contracts with customer has been disaggregated and presented in the tables below:
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2.3 Inventories Inventories 31.12.2025 31.12.2024 Raw materials 454 886 410 306 Work in progress 89 313 80 858 Finished goods 292 125 286 566 Total inventories 836 325 777 729 Provision for obsolete inventories 2025 2024 At January 1 83 783 71 321 Currency effect -437 3 599 Provision used -22 510 -16 423 Provision reversed -10 737 -7 715 Additonal provision 45 715 28 787 Business combinations - 4 214 At December 31 95 814 83 783 The provision for obsolete inventories covers all inventory classifications (Raw material, Work in progress and Finished goods).The provision is primarily a consequence of the objective calculation based on stock turn at component level. Note 5.2 shows that part of the Group's inventory is pledged as security for secured liabilities.
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2.4 Employee benefit expenses Payroll and related costs 2025 2024 Salaries 1 138 614 1 142 699 National insurance 186 389 186 154 Pension costs 41 730 49 670 Other remuneration 28 961 43 428 Total payroll and related costs 1 395 694 1 421 950 Average number of Full Time Equivalents (FTE) 2 028 2 036 See note 7.1 for management remuneration.
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2.5 Other operating expenses Other operating expenses 2025 2024 Sales and marketing expenses 26 016 26 312 Energy and housing 68 033 63 884 Machines and equipment 70 248 66 386 Service fees and software 143 172 124 267 Travel and transport 58 185 49 647 Claim, replacement and insurance expenses 33 547 34 291 Other 31 284 37 624 Total other operating expenses 430 485 402 411 Auditor 2025 2024 Fee for statutory audit 12 229 6 242 Audit-related fees 361 139 Tax compliance services 583 646 Other fees 33 572 Total 13 207 7 599 Audit fee:The amounts above are excluding VAT.
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3.1 Property, plant and equipment Land/Buildings Machinery Fixtures and Fittings Total Acquisition cost 31.12.2023 335 852 204 042 136 563 676 456 Additions 685 25 749 6 129 32 562 Business combination - 46 405 20 017 66 421 Disposals 763 -3 114 -1 377 -3 728 Reclassifications 14 640 1 336 -15 977 - Currency translation effects 18 184 11 700 5 866 35 750 Acquisition cost 31.12.2024 370 125 286 118 151 220 807 463 Additions 5 349 29 027 5 132 39 509 Disposals -6 830 -17 699 -270 -24 798 Reclassifications 6 086 -15 571 9 485 -0 Currency translation effects -766 -3 124 -1 966 -5 856 Acquisition cost 31.12.2025 373 964 278 751 163 601 816 317 Accumulated depreciation and impairment 31.12.2023 135 278 129 579 93 052 357 909 Depreciation for the year 22 942 21 916 10 823 55 681 Business combination - 35 855 14 844 50 699 Currency translation effects 5 390 6 919 4 157 16 466 Accumulated depreciation and impairment 31.12.2024 163 610 194 268 122 876 480 754 Depreciation for the year 14 894 23 129 10 382 48 405 Impairment for the year 2 616 - 626 3 242 Disposals -276 -20 190 423 -20 043 Reclassifications - 261 -261 - Currency translation effects 111 -3 480 -1 893 -5 263 Accumulated depreciation and impairment 31.12.2025 180 955 193 989 132 152 507 096 Carrying amount 31.12.2024 206 516 91 850 28 344 326 710 Carrying amount 31.12.2025 193 011 84 763 31 449 309 223 Land Buildings Machinery Fixtures and Fittings Useful life Indefinite Up to 30 yrs. Up to 10 yrs. Up to 10 yrs. Depreciation plan NA Straight-line Straight-line Straight-line The Group assess, at each reporting date, whether there is an indication that property, plant and equipment may be impaired. Furthermore, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. In 2025, the Group recorded an impairment of NOK 3.2 million related to Building and Fixtures and fittings at the UK production unit. No other impairments were identified in 2025 or 2024 for property, plant and equipment.
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3.2 Goodwill Goodwill Acquisition cost 31.12.2023 1 863 223 Acquisitions 56 208 Currency translation effects 15 002 Acquisition cost 31.12.2024 1 934 433 Currency translation effects -5 651 Acquisition cost 31.12.2025 1 928 782 Carrying amount 31.12.2024 1 934 433 Carrying amount 31.12.2025 1 928 782 Carrying amount of goodwill allocated to segments 31.12.2025 31.12.2024 Professional Building Solution (PBS) segment 1 455 712 1 458 685 Marine, Offshore & Wind (MOW) segment 473 070 475 747 1 928 782 1 934 433 PBS MOW WACC increases with more than: 7%-points 35%-points Revenue growth decreases with each year more than: 10%-points 28%-points EBITDA margin decreases with each year more than: 7%-points 21%-points Total goodwill - carrying amount The Group tests goodwill for impairment annually or more frequently if there are indications for impairments. Recognized goodwill in the Group as of December 31, 2025 is NOK 1,928.7 million. The goodwill is derived from acquisition of Glamox AS in 2017 and subsequent acquisitions of Küttel in 2018, Luxonic and ES-System in 2019, LiteIP, Wasco and Luminell in 2021 and Marl in 2024. Based on continuing integration and synergies across the acquired companies goodwill are allocated to the two segments PBS and MOW for impairment testing purposes. Recoverable amounts have been determined based on value-in-use calculations for each segment. The Group performs its annual impairment test at September 30th. There were no impairment losses in 2025 or 2024.Key assumptions used in value in use calculations The historical sales growth rate in Glamox differ between the two segments, PBS and MOW. In the strategy plan the growth rates are based on published industry research with management adjustments. The growth rate applied in the impairment test is equal to the rate utilized in the strategy plan. The terminal growth rate is assumed 2% in both segments in 2025 and 2024. Growth rateThe historical sales growth rate in Glamox differ between the two segments, PBS and MOW. In the strategy plan the growth rates are based on published industry research with management adjustments. The growth rate applied in the impairment test is equal to the rate utilised in the strategy plan. The terminal growth rate is assumed 2% in both segments in 2025 and 2024. EBITDA margin Future operating profit is dependent on a number of factors, but primarily volume growth, cost of production and operating expenses. In the impairment test, Glamox has estimated EBITDA margin based on management's experience.Discount ratesThe discount rates are based on the Weighted Average Cost of Capital (WACC) formula derived from the CAPM model. The discount rate is set individually for the two segments, post-tax 10.5 % for PBS (2024: 10.0%) and post-tax 11.0% for MOW (2024: 10.5%). Pre-tax discount rates are 13.5% (12.8%) and 14.1% (13.5%) for PBS and MOW respectively.SensitivitiesThe impairment tests are sensitive to several factors, such as changes in WACC, revenue growth and EBITDA margins. Below are these factors listed with margins which may result in impairment losses stand alone.Reasonably possible change in a key assumption on which management has based its determination of the unit's (group of units') recoverable amount would not cause the unit's (group of units') carrying amount to exceed its recoverable amount.
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3.3 Product development and other intangible assets Other Product Trademarks/ Customer intangible Development Brands relationsTechnology assets* Total Acquisition cost 31.12.2023 206 981 902 146 410 273 37 479 207 084 1 763 963 Additions 4 533 - - - 17 441 21 973 Business combination - 8 629 9 959 12 699 - 31 287 Reclassifications - - - 534 -534 - Currency translation effects 3 808 5 403 5 714 5 597 823 21 344 Acquisition cost 31.12.2024 215 322 916 178 425 946 56 309 224 813 1 838 568 Additions 26 042 - - - 9 245 35 288 Disposals 3 785 - - - -170 3 615 Reclassifications - 17 930 - - -17 930 - Currency translation effects 567 -222 -486 -1 193 -273 -1 607 Acquisition cost 31.12.2025 245 716 933 886 425 460 55 115 215 686 1 875 863 Accumulated amortisation and impairment 31.12.2023 158 583 39 249 336 456 20 879 114 293 669 461 Amortisation for the year 25 747 9 845 59 679 8 022 20 353 123 647 Currency translation effects 2 838 2 170 4 558 4 268 788 14 623 Accumulated amortisation and impairment 31.12.2024 187 168 51 265 400 693 33 170 135 434 807 731 Amortisation for the year 10 235 13 582 11 677 8 860 19 945 64 299 Disposals 3 785 - - - -170 3 615 Reclassifications - 17 930 - - -17 930 - Currency translation effects 407 110 -0 -463 -280 -225 Accumulated amortisation and impairment 31.12.2025 201 596 82 887 412 370 41 567 137 000 875 420 Carrying amount 31.12.2024 28 154 864 913 25 253 23 139 89 379 1 030 836 Carrying amount 31.12.2025 44 121 850 998 13 090 13 548 78 686 1 000 442 Economic life 3-5 years7-10 years and indefinite 5-7 years 5-7 years Up to 8 years Amortization plan Straight-lineStraight-lineStraight-lineStraight-lineStraight-line Net Capitalised development costs as of the year ended December 31, 2025 were NOK 44 121 thousand. Internal projects that results in products with a new application or new technology is capitalised given that the criteria in IAS 38 is fulfilled. The Group directly expensed NOK 56 692 thousand related to research and development activities in 2025 (2024: NOK 66 152 thousand).Trademark from the acquisition of Glamox AG amounting to NOK 20 059 thousand are well incorporated in the Swiss market and assessed to be indefinite and therefore not amortised. *Other intangible assets mainly consist of capitalised software.
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4.1 Provisions and other liabilities Non-current provisions and other liabilities Note 31.12.2025 31.12.2024 Warranties 26 116 25 420 Other liabilities 6 573 14 842 Contingent considerations - 31 665 Total non-current provisions and other liabilities 32 689 71 926 Provision for warranties 2025 2024 At January 1 25 420 26 728 Currency effect 19 702 Provision used -483 -1 672 Provision reversed -314 -1 457 Additional provision 1 474 1 119 At December 31 26 116 25 420 Current provisions and other liabilities Note 31.12.2025 31.12.2024 Restructuring/Severance payment 16 322 19 005 Product claims 1 627 6 768 Sum current provisions 17 949 25 773 Prepayments from customers 104 166 59 248 Contingent considerations 33 046 18 971 Accruals for employee benefits 123 888 161 839 Pension liabilities 7,2 1 494 1 771 Other liabilities 46 063 45 664 Sum current other liabilities 308 657 287 493 Total current provisions and other liabilities 326 606 313 266 Warranties relates to product warranty obligations to customers. Standard warranty time is between 2-5 years. Restructuring/severance accruals mainly relates to consolidation of production capacity optimising resource utilisation by transferring production from Basingstoke in the United Kingdom to Poland.Product claims relates to concrete warranty cases. The provision is expected to cover cost involved in rectifying received and potential claims. The contingent consideration of NOK 33 046 thousand relates to the earn-out agreement from the acquisition of Marl International and is based on certain performance measures to be achieved until 2026. Earn-out agreements are structured with amounts contingent on specific conditions. In one acquisition, a disagreement has arisen over the earn-out calculation. Discussions are ongoing to resolve the matter within the contractual framework. The accrued earn-out amount represents our best estimate. Change in fair values is presented in net financial items at consolidated statement of profit and loss, see note 5.11.Other liabilities contain accrued fee and general accrued expenses.
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4.2 Leases Right-of-use assets Buildings Machinery Fixtures and Fittings Total Carrying amount 31.12.2023 148 852 31 961 1 883 182 697 Additions 7 874 15 912 940 24 726 Business combination 12 313 1 043 0 13 356 Impairment -7 515 - - -7 515 Remeasurement -7 737 1 153 174 -6 410 Depreciations -48 308 -18 291 -1 364 -67 964 Termination -83 -147 0 -230 Currency translation effects 4 689 1 926 4 6 619 Carrying amount 31.12.2024 110 086 33 556 1 637 145 279 Additions 7 546 20 611 - 28 157 Impairment 3 225 - - 3 225 Remeasurement 21 829 1 270 180 23 279 Depreciations -46 701 -19 903 -682 -67 286 Termination -1 164 -74 - -1 238 Currency translation effects -2 470 250 -27 -2 247 Carrying amount 31.12.2025 92 351 35 710 1 108 129 169 Amounts recognised in profit and loss 2025 2024 Depreciation from right-of-use assets1) 67 286 67 964 Interest expense from lease liabilities2) 7 208 7 203 Expenses relating to current leases and leases of low-value assets3) 2 111 2 092 Total 76 606 77 258 1) Presented as Depreciations and amortisations 2) Presented as Interest expenses 3) Presented as Other operating expenses Amounts recognised in cash flow 2025 2024 Principal portion of lease payments on lease liabilities1) 69 463 70 343 Interest portion of lease payments on lease liabilities1) 7 208 7 203 Payments relating to current leases and leases of low-value assets2) 2 111 2 092 Total payments on lease liabilities 78 783 79 637 1) Presented as cash flow from financing activities. 2) Presented as cash flow from operating activities. Lease liabilities 2025 2024 Lease liabilities, non-current 79 063 92 826 Lease liabilities, current 61 630 69 795 Maturity schedule lease liabilities - contractual undiscounted cash flows 1) 2025 2024 0-1 years 63 810 70 322 1-3 years 70 225 76 354 4 years and later 18 401 28 148 Total undiscounted lease liabilities as of 31.12 152 436 174 823 1)Amounts does not include lease liabilities for short term leases and leases of low-value assets. This note provides information for leases where the Group is a lessee.
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5.1 Financial instruments 31.12.2025 Amortised cost Fair value through profit and loss (FVTPL) Total Financial assets Trade receivables (note 5.9) 515 069 515 069 Other receivables (note 5.9) 147 909 147 909 Cash and cash equivalents (note 5.8) 736 572 736 572 Total financial assets 1 399 550 - 1 399 550 31.12.2025 Total Financial Liabilities Bond 1 342 695 - 1 342 695 Interest-bearing liabilities to financial institutions (note 5.2) 1 210 313 - 1 210 313 Lease liabilities (non-current and current, note 4.2) 140 693 - 140 693 Trade payables (note 5.10) 358 135 - 358 135 Other payables (note 5.10) 125 341 - 125 341 Contingent considerations (note 4.1) - 33 046 33 046 Total financial liabilities 3 177 177 33 046 3 210 224 31.12.2024 Amortised cost Fair value through profit and loss (FVTPL) Total Financial assets Trade receivables (note 5.9) 528 681 528 681 Other receivables (note 5.9) 108 770 108 770 Cash and cash equivalents (note 5.8) 712 348 712 348 Total financial assets 1 349 800 - 1 349 800 31.12.2024 Total Financial Liabilities Bond 1 336 433 1 336 433 Interest-bearing liabilities to financial institutions (note 5.2)1 197 799 1 197 799 Lease liabilities (non-current and current, note 4.2) 162 621 162 621 Trade payables (note 5.10) 358 881 358 881 Other payables (note 5.10) 149 083 149 083 Contingent considerations (note 4.1) 50 636 50 636 Total financial liabilities 3 204 817 50 636 3 255 453 The Group has the following financial instruments:Financial assets/liabilities at amortised cost: Financial assets: Trade receivables, other current receivables (notes: 5.9) and cash and cash equivalents (note 5.8)Financial liabilities: Includes most of the Group’s financial liabilities including debt to credit institutions, trade payables and other current and non-current financial liabilities (notes: 5.2 and 5.10).Financial assets/liabilities at fair value through profit and loss (FVTPL): Contingent considerationsHedgingThe Group applies hedge accounting related to its hedges of net investments in foreign subsidiaries. Loans and bank overdrafts in the same currency as the underlying investments are designated as hedging instruments. As of 31 December 2025 NOK 800 millions of the interest bearing liabilities have been designated as hedging instrument (2024: NOK 792 millions). In the Group accounts, the underlying currency effects related to the hedging instruments are presented in other comprehensive income, to the extent that the hedging relationship is effective. At the end of the period, the hedging relationship is effective. For further information, see note 5.5 and 10.1.The table below shows the various financial assets and liabilities, grouped in the different categories of financial instruments according to IFRS 9.
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5.2 Interest-bearing liabilities Non-current interest-bearing loans and borrowingsCompany Interest rate Maturity 31.12.2025 31.12.2024 Callable Open Bond GLX Holding AS NIBOR + margin 2027 1 350 000 1 350 000 Revolving facility - utilised amount (NOK) Glamox AS NIBOR + margin - 410 500 Revolving facility - utilised amount (EUR) Glamox AS EURIBOR + margin - 377 440 Revolving facility - utilised amount (PLN) Glamox AS WIBOR + margin - 414 141 Arrangement fees Arrangement fees -7 305 -20 872 CBILS MARL (CBILS) SONIA + margin - 3 023 Total non-current interest-bearing loans and borrowings 1 342 695 2 534 232 Current interest-bearing loans and borrowingsCompany Interest rate Maturity 31.12.2025 31.12.2024 Revolving facility - utilised amount (NOK) Glamox AS NIBOR + margin 2026 410 500 - Revolving facility - utilised amount (EUR) Glamox AS EURIBOR + margin 2026 378 976 - Revolving facility - utilised amount (PLN) Glamox AS WIBOR + margin 2026 421 136 - Arrangement fees -1 146 - CBILS MARL International Ltd. SONIA + margin 2026 848 - Total current interest-bearing loans and borrowings 1 210 313 - Change of interest-bearing loans and borrowings 2025 2024 Opening balance 2 534 232 2 475 708 Business combinations - 6 231 Repayment -2 064 -3 208 Arrangement fee paid - - Amortisation of arrangement fee 12 420 12 420 Effect of changes in foreign exchange rates 8 421 43 081 Closing balance 2 553 008 2 534 232 Callable Open Bond GLX Holding AS issued a senior secured sustainability linked bond on 23 February 2023. The initial issued amount is NOK 1,350 million and the maximum issued am ount of the bond is NOK 2,000 million. The initial nominal amount on each bond is NOK 0.5 million. The bond has an interest margin of 6.75% per a nnum. The interest payment is in February, May, August and December. The maturity date is 23.02.2027. The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100% of the Nominal Amount. An arrangement fee of NOK 7.3 million related to the refinancing, is booked against the bond. The arrangement fee is expensed over the availability period of the facility. Callable Open Bond - Incurrence test: The "Incurrence Test" is met if (I) no Event of Default is continuing or would result from the relevant event and (II) the Leverage Ratio falls below a certain threshold.Bond - assets pledged as securityThe shares in both GLX Holding AS and Glamox AS is pledged as security for the Bond.
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Assets pledged as security and guarantee liabilities 31.12.2025 31.12.2024 Secured balance sheet liabilities: Interest-bearing liabilities to financial institutions 2 552 160 2 531 209 Secured pension liability 12 257 12 050 Balance sheet value of assets pledged as security for secured liabilities: Land, buildings and other property 12 550 13 738 Machinery and plant 30 776 34 317 Fixtures and fittings, tools, office equipment etc. 6 399 6 034 Inventories 172 055 185 021 Trade receivable 477 894 442 309 Total 699 674 681 420 Revolving facilityGlamox holds a multi-currency revolving facility. The multi-currency revolving facility has a credit limit of NOK 1 400 million. For further information on extension and refinancing of the facility, see note 9.3. An arrangement fee of NOK 1.1 million related to the refinancing is booked against the debt. The arrangement fee is expensed over the availability period of the facility.Revolving facility - Covenant requirements:Glamox' loan agreements includes the following financial covenants requirements on Glamox Group level:- Equity ratio minimum 17.5% until Q3 2025 and 20% onwards. - Leverage ratio, net interest bearing debt (NIBD)/EBITDA Adjusted (Last Twelve Months), less than 4.0.There have been no breaches of covenants in 2025 or 2024. Leverage ratio end of 2025 is 0.8 (2024: 0.9) and equity ratio end of 2025 is 28% (2024: 25%). Calculation is based on Glamox Group figures in accordance with Revolving facility agreement.
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5.3 Maturity analysis of financial liabilities 31.12.2025 Callable Open Bond* 147 690 1 371 850 - 1 519 540 Interest-bearing liabilities to financial institutions (note 5.2)*1 247 517 - - 1 247 517 Lease liabilities (non-current and current, note 4.2)* 63 810 70 225 18 401 152 436 Trade payables (note 5.10) 358 135 358 135 Other payables (note 5.10) 125 341 125 341 Contingent considerations (note 4.1) 33 046 33 046 Total financial liabilities 1 975 540 1 442 075 18 401 3 436 015 31.12.2024 Callable Open Bond* 154 278 1 542 375 - 1 696 653 Interest-bearing liabilities to financial institutions (note 5.2)* 94 093 1 256 582 1 350 675 Lease liabilities (non-current and current, note 4.2)* 70 322 76 354 28 148 174 823 Trade payables (note 5.10) 358 881 358 881 Other payables (note 5.10) 149 083 149 083 Contingent considerations (note 4.1) 18 971 31 665 50 636 Total financial liabilities 845 628 2 906 975 28 148 3 780 750 Total Less than 12 months 1 to 3 years Over 3 years Total Less than 12 months 1 to 3 years Over 3 years * Figures included estimated interest payable. See note 9.3 for refinancing of Revolving Credit Facility.
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5.4 Fair value measurement Carrying amount at Date of valuation Carrying amount Fair value Level 1 Level 2 Level 3 Liabilities measured/disclosed at fair value Interest-bearing loans and borrowings 31.12.2025 31.12.2025 1 210 313 1 210 313 x Interest-bearing loans and borrowings 31.12.2024 31.12.2024 1 197 799 1 197 799 x Callable Open Bond 31.12.2025 31.12.2025 1 342 695 1 364 850 x Callable Open Bond 31.12.2024 31.12.2024 1 336 433 1 397 250 x Contingent consideration 31.12.2025 31.12.2025 33 046 33 046 x Contingent consideration 31.12.2024 31.12.2024 50 636 50 636 x An arrangement fee of NOK 7.3 million related to the Callable Open Bond, is booked against the bond. Interest-bearing liabilities also includes arrangement fees of NOK 1.1 million related to the revolving credit facility, which is booked against the liabilities. The arrangement fees are expensed over the availability period of the facility. The table below discloses information about all financial instruments that are either measured at fair value or where information about fair value is disclosed. There were no transfers between the levels during 2025 and 2024. For related accounting policies, reference is made to note 10.1.Fair value of financial instrumentsManagement assessed that the fair values of cash and short-term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Forward contracts are valued using valuation techniques, which employ the use of market observable inputs. The most frequently applied valuation techniques include forward pricing models using present value calculations (hierarchy level 2). The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies and currency basis spreads between the respective currencies. All derivative contracts are fully cash collateralised, thereby eliminating both counterparty risk and the Group's own non-performance risk. The changes in counterparty credit risk had no material effect on the measurement of financial instruments recognized at fair value. The Group applies input from its respective bank relations in performing the fair value calculations. The fair value of the Group's interest-bearing liability is assessed to be in all material aspects similar to carrying amount. Fair value of the Callable Open Bond is calculated by using the Oslo Stock Exchange trading price at year-end and excludes carrying amount of arrangement fees.
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5.5 Financial risk management Interest rate sensitivity 31.12.2025 31.12.2024 Currency (in currency million) 31.12.2025 31.12.2024 31.12.2025 31.12.2024 EUR/DKK 38,5 36,3 39,4 39,5 SEK 72,4 79,9 66,1 60,5 GBP 20,2 23,2 17,6 19,8 CHF 11,4 11,3 11,9 12,7 PLN 157,1 167,6 142,1 141,6 SGD 4,9 3,8 4,7 3,6 CAD 6,6 7,1 5,6 6,2 USD/CNY 8,8 7,2 7,3 6,7 Net debt and bank overdraft/deposits in foreign currencyEquity in foreign subsidiaries Increase / decrease in basis points Effect on profit before tax +/- 100 - 18.6 mNOK / +18.6 mNOK +/- 100 - 18.2 mNOK / +18.2 mNOK The Group is exposed to a range of risks affecting its financial performance, currency risk, interest rate risk, liquidity risk and credit risk. The Group seeks to minimise potential adverse effects of such risks through sound business practices, risk management and use of financial instruments. Risk management is carried out by senior management under policies approved by the Board of Directors. Interest rate riskThe Group aims to follow the general long-term development in the money market interest levels. The effects of short-term fluctuations in money market interest levels can be reduced by managing the loan portfolio's average interest and the timing of the interest payments. The main part of the deposit is organised in a Multi Currency Cash pool. The interest-bearing liability relates to a Revolving Credit Facility (RCF). As of 31.12.2025 NOK 410.5 millions, EUR 32.0 millions and PLN 150.1 millions of the RCF is utilised. The interest of the utilised amount of the RCF is payable at a rate of NIBOR/EURIBOR/WIBOR plus a margin, dependent on Glamox's NIBD/EBITDA ratio. The following table demonstrates the sensitivity to a possible change in interest rates, with all other variables held constant, on the Group's profit before tax: Hedging instrument consist of drawdown of Revolving Credit Facility (RCF) of EUR 32.0 million and PLN 150.1 million as well as bank accounts for Glamox AS in the multi-currency facility. Net gain/loss on hedgings instruments in 2025 amounts to NOK 11.9 millions (2024: NOK -77.2 millions), of which the effective portion of the hedge of NOK 10.4 millions (2024: NOK -77.1 millions) are presented in other comprehensive income.Without the hedge of the net investment in foreign subsidiaries, a 10% weakening/strengthening in the value of NOK would have increased/decreased equity by NOK 157.0 million as of 31 December 2025, where equity in EUR represents NOK 44.4 million of this increase/decrease. Such changes in value would have limited impact on consolidated statement of Profit and Loss, as they are mainly booked as translation differences against equity. Foreign currency riskThe Group is exposed to transaction risk by purchasing and selling in different currencies. Purchase and production expenses are mainly in NOK, SEK, EUR, GBP and PLN, with sales mainly in NOK, EUR, SEK, DKK, GBP, SGD, CAD, CHF, PLN and USD. Glamox aims to minimise the risk of changes in the value of net cash flows arising from the short-term fluctuations in exchange rates. Transaction risk is controlled by means of internal invoicing rules, matching of income and expenses in the same currency and by using financial instruments (forward contracts).As of 31 December 2025, the Group holds no forward currency contracts. The Group is exposed to currency changes related to carrying amounts of equity in foreign subsidiaries. Changes in the value of equity of foreign subsidiaries are offset/hedged by loans and overdrafts in the same currency. The following tables demonstrates the Group's total exposure to foreign currency risk related to its net debt and equity in foreign subsidiaries:
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Liquidity riskLiquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Volatile commodity prices and exchange rates as well as fluctuating business volumes and inventory levels in Glamox's operations can have a substantial effect on the Group's cash positions and borrowing requirements. The Group strives to decrease liquidity risk by focusing on profitable growth, lean levels of working capital and a satisfactory long-term leverage. To fund cash deficits of a more permanent nature the Group has loans both in the bond market and by bank loans and -overdrafts. Hence, liquidity risk is affected by interest levels, payments of installments and the Group's ability to refinance existing loans. See note 5.3 for an overview of the maturity profile on the Group' financial liabilities and an overview about available credit lines, and note 5.8 for liquidity reserve. Credit riskCredit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group trades only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures, which include an assessment of their credit rating, short-term liquidity and financial position. The Group obtains sufficient collateral (where appropriate) from customers as a means of mitigating the risk of financial loss from defaults. In addition, receivable balances are monitored on an ongoing basis, with the result that the Group's exposure to bad debts is not significant.Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance. See note 5.9 for comments regarding trade receivables ageing. With respect to credit risk arising from the other financial assets of the Group, which comprise cash and derivative financial assets, the Group's exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. The Group limits its counterparty credit risk on these assets by dealing only with financial institutions with credit ratings of at least A or equivalent.
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5.6 Capital management 31.12.2025 31.12.2024 Callable Open Bond 1 350 000 1 350 000 Interest-bearing liabilities to financial institutions (non-current and current) 1 211 460 1 205 104 Lease liabilities (non-current and current) 140 693 162 621 Less: cash and bank deposit excl. restricted cash -713 656 -686 220 Net interest-bearing debt/(deposit) 1 988 497 2 031 505 Net interest-bearing debt excludes arrangement fees of NOK 8.5 million in 2025 (2024: NOK 20.9 million). Total Assets 5 686 322 5 650 974 Total Equity 1 783 806 1 684 462 Equity ratio 31 % 30 % For the purpose of the Group's capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of the parent. The primary objective of GLX Holding's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value.The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. Reference is made to note 5.2 for disclosed information regarding interest-bearing liabilities and financial covenants.
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5.7 Equity and shareholders Share capital in GLX Holding AS at 31.12.2025 Number Nominal Value Balance Sheet Shares NOK 1 000 1 000 1 000 000 Total NOK 1 000 1 000 1 000 000 All shares have the same voting rights. Reconciliation of equity is shown in the statement of changes in equity. There have been no changes in the number of shares in 2016 or 2015. Holders of these shares are entitled to dividend and to one vote per share at general meetings of the Company. There have been no changes in the number of shares in 2025 or 2024. GLX Holding AS is a 100% owned subsidiary of Glace HoldCo AS. There has been no distribution of dividend during 2025 or 2024.
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5.8 Cash and cash equivalents Cash and cash equivalents 31.12.2025 31.12.2024 Bank deposits, unrestricted 713 656 686 220 Bank deposit, restricted 22 916 26 129 Total cash and cash equivalents 736 572 712 348 Liquidity reserve 867 154 852 258 The liquidity reserve is the total overdraft and revolving facilities of all Group companies, minus all utilised overdraft and revolving facilities, and added all cash on hand and deposits. The liquidity reserve for the Group is organised in a revolving facility and a Multi- Currency Cash pool. In addition, GLX Holding AS has bank deposit. The bond may be extended by additional NOK 650 million. This is not included in the liquidity reserve. Legally, Glamox AS is the counter party towards the Bank regarding the Multi-Currency Cash pool within the Group. The net position of the cash pool is presented as cash and cash equivalents.
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5.9 Trade and other receivables Trade and other receivables 31.12.2025 31.12.2024 Trade receivables Trade receivables 515 069 528 681 Total trade receivables 515 069 528 681 Provision for impairment of trade receivables 2025 2024 At January 1 15 842 19 101 Currency effect 128 802 This year's loss -235 -7 042 Payments received against previous losses -64 540 Business combinations - 55 Provision this year 1 171 2 385 At December 31 16 842 15 842 Ageing analysis of trade receivables Total < 30 days 31-60 days 61-90 days > 90 days 2025 515 069 358 655 97 320 13 988 9 724 35 382 2024 528 681 364 465 109 671 26 640 15 271 12 635 Other receivables 31.12.2025 31.12.2024 Prepaid other expenses 60 161 41 871 Prepaid VAT 10 701 27 337 Prepaid tax 30 700 21 373 Other 46 348 18 189 Total other receivables 147 909 108 770 Not past due Past due As at 31 December the ageing analysis of trade receivables is, as follows:For details regarding the Group's procedures on managing credit risk, reference is made to note 5.5.
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5.10 Trade and other payables Trade and other payables 31.12.2025 31.12.2024 Trade payables Trade payables 358 135 358 881 Total trade payables 358 135 358 881 Other payables Public duties payables 125 341 149 083 Total other payables 125 341 149 083 For trade and other payables ageing analysis, refererence is made to note 5.3. For trade and other payables ageing analysis, reference is made to note 5.3.
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5.11 Financial income and expenses Financial income and expenses 2025 2024 Financial income Net currency gain - 2 891 Interest income 51 113 66 240 Contingent consideration 1 154 5 240 Other financial income - 19 Total financial income 52 267 74 391 Financial expenses Net currency loss 13 206 - Interest expenses* 314 934 335 760 Contingent consideration - - Other financial expenses 15 642 14 685 Financial expenses 343 783 350 445 * Interest expenses include interest on lease liabilities. The Group applies hedge accounting on net investments in foreign subsidiaries. Loans and bank overdrafts are applied as hedging instruments (see note 5.1). Currency effects from hedging instruments are presented in other comprehensive income, to the extent that the hedging is effective. In 2025, contingent considerations consist of NOK 1.2 million in financial income related to the acquisition of Luminell.In 2024, contingent considerations consist of NOK 5.2 million in financial income related to the acquisition of Wasco and LiteIP.
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6.1 Taxes 2025 2024 Income tax expense: Tax payable 108 783 111 558 Change deferred tax/deferred tax assets -8 614 -18 335 Tax related to previous years 6 044 -1 172 Total income tax expense 106 213 92 051 Income tax and deferred tax related to items recognised in OCI during the year: Tax effect of net gain/loss on hedge of foreign subsidiaries 2 279 -16 964 Tax effect on remeasurements on defined benefit plans 644 -81 Income tax and deferred tax charged to OCI 2 923 -17 045 Total income tax expenses for the year on Group level: Norwegian companies 43 227 17 028 Foreign companies 62 987 75 023 Total income tax expenses for the year 106 213 92 051 31.12.2025 31.12.2024 Current tax liabilities consist of: Income tax payable for the year as above 108 783 111 558 - adjusted for tax effect of net gain/loss on hedge of foreign subsidiaries 2 279 -16 964 - of which paid in fiscal year -80 478 -57 043 - payment of withholding tax -3 340 -2 397 - tax provision related to previous years 2 141 -6 170 Current tax liabilities 31.12 29 385 28 984 - Of which classified as other receivables (prepaid tax - note 5.9) -30 700 -21 373 - Of which classified as income tax payable 60 085 50 357 Deferred tax liabilities (assets): 31.12.2025 31.12.2024 Property, plant and equipment -21 399 -22 804 Intangible assets 919 051 932 748 Other current assets -34 784 -37 003 Liabilities -40 108 -32 942 Restricted interest deduction carried forward -901 824 -732 191 Net pension reserves/commitments -25 779 -39 805 Losses carried forward (including tax credit) -602 152 -641 112 Untaxed profit1) 329 300 368 852 Basis for deferred tax liabilities (assets): -377 694 -204 256 Calculated deferred tax assets 2) 366 157 340 501 - Deferred tax assets not recognised -293 940 -264 618 Net deferred tax assets recognised in balance sheet 72 216 75 882 Deferred tax liabilities recognised in balance sheet 279 070 291 306 Change deferred tax/deferred tax assets in balance sheet -8 569 -6 259 Deferred tax charged to OCI -644 81 Business combinations - -9 413 Currency effects 598 -2 746 Change deferred tax/deferred tax assets in current income tax expense -8 613 -18 335 Reconciliation of income tax expense 2025 2024 Profit/loss before taxes 253 475 174 626 Tax expense (Norway tax rate) 55 764 38 418 Permanent differences 7 368 3 436 Effect of deferred tax asset not recognised 35 030 52 939 Tax related to previous years 6 044 -1 172 Effects of foreign tax rates -100 -1 677 Other taxes 2 107 107 106 213 92 051 Effective tax rate 42 % 53 % Recognised income tax expense The Group's operations are subject to income tax in various foreign jurisdictions. The statutory income tax rates vary from 13% to 30%, which results in a difference between the statutory income tax rate in Norway and the average tax rate applicable to the Group. A reconciliation of the differences between the theoretical tax expense under the rate applicable in Norway and the actual tax expense is 1) Untaxed profit relates to profit in the Estonian subsidiary, that is taxed when future dividend is distributed. In Group accounts, taxes are booked as deferred tax liability based on profit generated in the Estonian subsidiary.
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7.1 Management remuneration 2025 Salary Performance- related bonus paid Pension Other remuneration Astrid Simonsen Joos - CEO* 7 501 10 322 750 400 Other members of Group Management 18 996 10 406 1 610 612 * currency conversion from DKK to NOK at average rat e 1.57 ** Some members of the Group Leadership Team received a one-off bonus in 2025 related to the completion of a specific project. 2024 Salary Performance- related bonus paid Pension Other remuneration Astrid Simonsen Joos - CEO* 7 008 3 673 736 394 Other members of Group Management 18 372 3 012 1 510 640 *currency conversion from DKK to NOK at average rate 1.55 Shareholdings Group management Shares Astrid Simonsen Joos 400 284 Hawkvalley Invest AS (Geir Haukedal) 275 386 Knut S Rusten 225 156 Meelis Peterson 175 487 Berga Invest AS (Viktor Söderberg) 165 231 Litore AS (Tommy Stranden) 89 051 Nina A Hol 58 467 Ulvetid AS (Terje Løken) 56 664 Board members Aromi Invest Oy (Mikael Aro)* 435 254 Ownvineyard Oy (Hanna-Maria Heikkinen)15 870 *Aromi Invest Oy owns additional 35 436 B-shares and 771 124 D-shares in Glace HoldCo AS. Group CEO remuneration conditions include payment to a pension scheme amounting to 10% of the base salary and a performance bonus with maximum payment amounting to 75% of the base salary. The notice period is 6 months if the Group CEO decides to resign and 12 months if Glamox terminates the employment contract. The Group CEO is entitled to a 12 months base salary as severance payment in the event of termination of the employment by the company. Remuneration to the Group CEO is paid in Danish kroner (DKK).Other members of the Group Leadership Team consist of Geir Haukedal, Nina Hol, Meelis Peterson, Knut Rusten, Tommy Stranden, Viktor Söderberg, Terje Løken and Natalie Wintermark (until October).Other members of Group Management consist of Geir Haukedal, Nina Hol, Meelis Peterson, Knut Rusten, Tommy Stranden, Viktor Söderberg, Natalie Wintermark and Terje Løken (from February).Management and board members of Glamox AS owns shares in GLX MipCo AS which indirectly owns Glamox AS through Glace HoldCo AS and GLX Holding AS. GLX MipCo AS has issued 4 million shares in total and owns 10% of the A-shares in Glace Holdco AS. Glace Holdco AS owns 76.17% of Glamox AS indirectly through GLX Holding AS. Glamox group management's and Board members' holding of shares in GLX MipCo AS per 31.12.2025: GLX Holding ASGLX Holding AS has no employees. The Board of GLX Holding AS has proposed a remuneration of NOK 50 thousand to board member, Hanna-Maria Heikkinen, for the twelve-month period ending at the General meeting in 2026. The Board members are not subject to agreements for severance pay, bonuses or profit-sharing.
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7.2 Post-employment benefits Components of defined benefit cost in profit and loss 2025 2024 Net Service Cost 5 236 6 399 Prior Service Cost -3 392 -997 Interest cost including tax 1 981 2 300 Interest income -706 -1 117 Administration expenses 136 153 Defined benefit cost recognized in profit and loss 3 256 6 738 Changes in pension plan assets during the year 2025 2024 Pension plan assets (fair value) 1 January 86 367 91 077 Contributions and benefits paid during the year -8 897 -9 951 Interest income 923 1 311 Administration expenses -136 -153 Return on assets excl. interest income -2 445 1 498 Currency translation 995 2 584 Pension plan assets (fair value) 31 December 76 807 86 367 Changes in the present value of pension obligations during the year 2025 2024 Pension obligations 1 January 122 742 129 058 Net service cost 5 236 6 399 Contributions and benefits paid during the year -15 954 -16 646 Past Service Cost -3 392 -997 Interest cost including tax 2 198 2 494 Actuarial gains and losses -7 046 -1 189 Currency translation 1 093 3 623 Pension obligations 31 December 104 878 122 742 Net pension obligations 31 December 28 071 36 375 Reconciliation of net defined benefit liability/(asset) 2025 2024 Net defined liability/(asset) , 1 January 36 375 37 981 Defined benefit cost recognized in P&L 3 256 6 738 Defined benefit cost recognized in OCI -4 601 -2 687 Contributions and benefits paid during the year -7 057 -6 695 Currency translation 98 1 039 Net defined liability/(asset) , 31 December 28 071 36 375 Glamox AS is legally obliged to have occupational pension arrangements under the Norwegian Mandatory Occupational Pension Act. The Norwegian pension arrangements satisfy the requirements of this act. Defined contribution plan The majority of the Group's employees are covered by defined contribution pension schemes. Contributions to these schemes are recognised as pension expense as they occur. Total costs related to the Groups contribution plans were NOK 38.5 million in 2025 (2024: NOK 42.5 million).Defined benefit pension planThe Group also has defined benefit pension plans in Glamox AS and in four subsidiaries of Glamox AS. The defined benefit plans in Glamox AG, Glamox AS and Glamox Sp. z o.o. accounts for approximately 90% of the net liability in the Group. The remaining 10 % of the net liability consist of several minor defined benefit pension plans in other subsidiaries. On Group level, total net pension liabilities were NOK 28.1 million (net of the pension liability of NOK 104.9 million and pension plan assets of NOK 76.8 million) as at 31 December 2025. As of 31.12.2024 total net pension liabilities were NOK 36.4 million (net of the pension liability of NOK 122.7 million and pension plan assets of NOK 86.4 million). Actuarial gains/losses recognised in the net pension liabilities amounted to NOK -4.6 million in 2025 (2024: NOK -2.7 million). Risks related to defined benefit plans The defined benefit plans expose the company to various demographic and economic risks, such as longevity, investment, currency and interest rate risks and in some cases, inflation risk.
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Glamox AG Financial conditions: 2025 2024 Mortality table BVG 2020GT BVG 2020GT Discount rate 1,30 % 1,00 % Expected return on plan assets 2,00 % 2,00 % Salary increase 1,30 % 1,50 % Pension increase 0,00 % 0,00 % Sensitivity analysis of pension obligations Change (NOK 1000) Change % DBO end of period discount rate + 0.25% -2 487 -4 % DBO end of period discount rate - 0.25% 2 679 4 % DBO end of period salary increase + 0.25% 724 1 % DBO end of period salary increase - 0.25% -723 -1 % Pension obligation per 31.12.2025 is NOK 70.7 million. Currency rate (CHF/NOK) as of 31.12.2025 have been used in the sensitivity analysis. Expected future contributions NOK 1000 Expected employer contributions next year 2 697 Expected employee contributions next year 2 697 Expected benefits payments next year 6 173 Currency rate (CHF/NOK) as of 31.12.2025 have been used to calculate expected future contributions and benefit payments. Glamox Sp. z o.o. Financial conditions: 2025 2024 Mortality table PTTZ 2023 wg GUSPTTZ 2023 wg GUS Discount rate 5.1% 5,6 % Expected return on plan assets n/a n/a Salary increase 3.0 - 4.0% 5.0 - 6.5% Pension increase n/a n/a Sensitivity analysis of pension obligations Change (NOK 1000) Change % DBO end of period discount rate + 0.50% -170 -2 % DBO end of period discount rate - 0.50% 179 3 % DBO end of period salary increase + 1.00% 372 5 % DBO end of period salary increase - 1.00% -340 -5 % Pension obligation per 31.12.2025 is NOK 7.2 million. Currency rate (PLN/NOK) as of 31.12.2025 have been used in the sensitivity analysis. Glamox AS Financial conditions: 2025 2024 Mortality table K2013 K2013 Discount rate 3,90 % 3,90 % Expected return on plan assets 3,90 % 3,90 % Salary increase 4,00 % 4,00 % Pension increase 3,75 % 3,75 % The net pension liabilities consists of a defined benefit plan for 41 employees. The pension plan are organized as "contribution-based" schemes as per Art. 15 of the Swiss Federal Law on Vesting in Pension Plans. Under these plan arrangements, retirement benefits of active participants accrue over a notional account as the sum of retirement credits (retirement credit rate multiplied with pensionable salary) and interests. Average age of the participants in the pension plan was 40.02 as of 31 December, 2025.The pension liability in Poland consists of retirements benefit, disability benefit and death benefit. Disability benefit and death benefit make up approximately 20 % of the pension liability, while 80 % relates to retirement benefit. The long-term annual salary growth rate was assumed to be 4.0 % in 2026 and 3.0 % in following years. When determining the pension liability, the probability of obtaining additional benefit entitlements was taken into account. The probability of achieving rights to severance pay and death severance pay is understood as the probability of invalidity and death of an employee before reaching retirement age, provided that they remain in an employment relationship with their current employer. Retirement age means the age of 60 for women and 65 for men.Glamox AS has defined benefit plans for two former employees and for some employees who have not been transferred from previous defined benefit plan when this was closed and replaced by a defined contribution plan.
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8.1 Group companies Name of company Office CUR Share Capital Glamox Group's voting ownership share Glamox A/S Denmark DKK 4 900 100.0% Glamox AB Sweden SEK 600 100.0% Glamox Oy Finland EUR 100 100.0% GSU (Borehamwood) Ltd. England GBP 4 100.0% Glamox Ireland Ltd. Ireland EUR 169 100.0% Glamox GmbH Germany EUR 683 100.0% 2) Wasco GmbH Germany EUR 26 100.0% AS Glamox Estonia EUR 166 100.0% Glamox B.V. The NetherlandsEUR 18 100.0% Glamox Aqua Signal Corporation USA USD 100 100.0% Glamox Inc. Canada CAD 2 208 100.0% Glamox Pte Ltd. Singapore SGD 4 000 100.0% Glamox (Suzhou) Lighting Co. Ltd China CNY 20 388 100.0% Glamox (Suzhou) Trading Co. Ltd China CNY 1 500 100.0% Glamox Co. Ltd. South Korea KRW 775 020 100.0% Glamox Brasil Iluminacao LTDA Brazil BRL 50 100.0% 1) Birger Hatlebakks veg 15 AS Norway NOK 100 100.0% Glamox AG Switzerland CHF 200 100.0% Glamox Ltd. England GBP 59 100.0% 4) LiteIP Ltd. England GBP 0 100.0% Glamox Sp. z o.o. Poland PLN 65 000 100.0% 3) Luminell Sweden AB Sweden SEK 114 100.0% MARL International Holdings Ltd England GBP 63 100,0% MARL International Ltd England GBP 93 100,0% GLX Holding AS owns 76.17% of the shares in Glamox AS, this also equals the voting share. The head office of Glamox is in Norway. Share capital of Glamox AS is NOK 66 million. Carrying amount of Glamox shares in the GLX Holding AS accounts is NOK 2,735.3 million. Glamox AS is the parent company in Glamox Group consisting of 25 companies. All are directly and/or indirectly 100 % owned. Glamox AS has the following subsidiaries as of 31 December 2025: 1) Glamox Brasil Iluminacao LTDA owns 1 share of totally 50 000 shares, corresponding to non-controlling interest of 0.002%. 2) In 2025, Glamox Marine and Offshore GmbH was merged with Glamox GmbH. 3) In 2025, Glamox Wilkasy Sp. z o. o. and Glamox NT Sp. z o. o. was merged with its parent company Glamox Sp. z o.o.4) In 2025, the carrying amount in Glamox AS has been written down by NOK 50.3 million after the decision to close the factory in Basingstoke. All subsidiaries are included in the consolidated statement of financial position.
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8.2 Business combinations MARL International Purchase Price Allocation All figures in tNOK Carrying amount Fair value Adj. Fair value Assets Goodwill 55 994 55 994 Other intangible assets 31 168 31 168 Tangible assets 15 948 15 948 Inventories 27 944 27 944 Receivables 8 950 8 950 Cash and cash equivalents 9 282 9 282 Total assets 62 124 87 162 149 287 Liabilities Long term liabilities 5 847 5 847 Deferred tax 1 621 7 792 9 413 Current liabilities 27 219 27 219 Total liabilities 34 686 7 792 42 478 Total identifiable net assets at fair value 27 438 79 370 106 808 Purchase consideration: Cash consideration paid 62 746 Contingent consideration liability 44 063 Total consideration for the shares 106 808 Net cash flow: Cash consideration paid 62 746 Cash acquired 9 282 Net cash flow from acquisition 53 464 Glamox AS acquired 100% of the shares in MARL International Holdings Ltd, which fully owns MARL International Ltd. The acquisition was completed on August 13, 2024, and has been consolidated into the Group’s financial statements as of that date. MARL International was established in 1973 and is based in United Kingdom. MARLInternational brings over 50 years of expertise in LED technology, design and manufacturing of electronic systems. The total purchase consideration was NOK 106.8 million, consisting of cash consideration paid of NOK 62.8 million and contingent consideration of NOK 44.0 million. The contingent consideration relates to future financial key figures. The acquisition cost is allocated to identifiable assets and liabilities at fair value on the acquisition date. The excess amount is recognised as Goodwill. The below table illustrates the fair values of the identifiable assets and liabilities at acquisition. The acquired Goodwill is assumed to mainly relate to a positive market development, possibilities for efficiency improvements and opportunities related to strategic growth. Other intangible assets consist of trademark, customer relationships, and product design. If the acquisition of MARL International had occurred 1 January 2024, revenues in 2024 for the Glamox Group would have been approximately GBP 4.3 million (NOK 57.8 million) higher and operating profit would have been approximately GBP 0.6 million (NOK 8.2 million) higher.
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9.1 Earnings per share 2025 2024 Attribution of profit for the year Total profit for the year attributable to equity holders of the parent 71 126 23 141 Total profit/loss for the year aƩributable to equity holders of the parent for basic earnings 71 126 23 141 Earnings per ordinary share attributable to shareholders: Weighted average number of ordinary shares outstanding used for calculation: 1 000 1 000 Earnings per share in thousand (basic and diluted) 71,1 23,1 9.2 Related party transactions Basic earnings per share (EPS) is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. GLX Holding AS does not have any dilutive effects at the earnings per share calculations.Related parties are Group companies, major shareholders, Board and senior management in the parent company and the Group subsidiaries. The agreements on remuneration for the CEO and Group management appear in note 7.1All transactions within the Group or with other related parties are based on the principle of arm's length.The company has agreements with Triton Advisers Limited and Triton Investment Management Limited for counseling and success fee related to the acquisition of businesses respectively. Expenses during 2025 were NOK 3.1 million (2024: NOK 2.4 million).
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9.3 Events after the reporting period TrancheQuarter paidTotal GLX Holding AS Non-controlling interest 1 Q2 2026 NOK 65.0 million NOK 49.5 million NOK 15.5 million 2 Q3 2026 NOK 65.0 million NOK 49.5 million NOK 15.5 million 3 Q4 2026 NOK 65.0 million NOK 49.5 million NOK 15.5 million Total NOK 195.0 millionNOK 148.5 million NOK 46.5 million Dividend to non-controlling interestOn 26 January 2026, the Board of Directors of Glamox AS approved an additional dividend distribution of NOK 55 million, corresponding to NOK 0.83 per share.Dividend of NOK 55 million was distributed on 13 February 2026, of which non-controlling interest received NOK 13.1 million.After the reporting date, the board of Glamox AS has proposed a dividend distribution amounting to NOK 195.0 million, corresponding to NOK 2.96 per share. The dividend shall be distributed in three tranches.ௗRefinancing of Revolving Credit FacilityGlamox agreed in February 2026 to extend its current multi-currency revolving credit facility for an additional six months.Glamox agreed in March 2026 to refinance its multi-currency revolving credit facility with a commitment amounting to NOK 1,400 million. The lenders are Danske Bank, DnB Bank and Swedbank. The duration of the loan is 57 months.The interest rate is IBOR plus margins between 2.50-3.50% dependent of leverage ratio. The agreement includes the following financial covenant requirement on Group level; leverage ratio, net interest bearing debt (NIBD)/EBITDA Adjusted (Last Twelve Months), less than 4.0. The new facility secures continued access to committed liquidity and extends the Group's maturity profile.Refinancing of BondIn March 2026, GLX Holding AS completed the placement of a new EUR 225 million five-year senior secured bond maturing in March 2031. The initial issue amount was EUR 225 million with a maximum limit amounting to EUR 300 million. The interest rate is 3 months’ EURIBOR plus 5.25% per annum. The net proceeds were used to refinance the existing senior secured sustainability-linked bond due February 2027, fund a shareholder distribution, and support general corporate purposes. Following the bond issuance, GLX exercised its call option on the remaining outstanding bonds. All conditions for the call option were met, and the bonds were redeemed in full in March 2026 at the applicable call price. The refinancing extends the company’s debt maturity profile and strengthens financial flexibility. DividendOn March 26, 2026, after the placement of a new EUR 225 million five-year senior secured bond, the general assembly of GLX Holding AS approved an additional dividend distribution of EUR 95 million (NOK 1,071.4 million) to its sole shareholder Glace HoldCo AS. Dividend was distributed on March 26, 2026. The board assesses the level of proposed dividend to be justifiable based on the liquidity and solidity situation of the company.
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10.1 Material accounting policies The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if mentioned otherwise.Revenue from contracts with customersIFRS 15 is based on the principle that revenue is recognised when control of goods or services is transferred to the customer. Revenue is recognised in an amount that reflects the consideration the Group expects to be entitled to in exchange for the promised goods or services.All significant revenue streams relates to the production and sales of goods. Glamox`s main performance obligation is the delivery of an agreed volume of products that meet the agreed specification. Glamox has secured several offshore wind contracts. In such contracts, Glamox delivers tailored lighting solutions that meet specific Customer needs. For such contracts, revenue is recognised based on the progress towards complete satisfaction of the performance obligation. The Group measures progress using an input method based on costs incurred relative to total estimated contract costs (cost-to-completion method), as this method best depicts the transfer of control of the goods or services to the customer. Under this method, revenue is recognised in proportion to the costs incurred to date compared with the total estimated costs of the contract. Contract costs include direct materials, direct labour and other costs that are directly attributable to the contract. Estimates of total contract revenue and total contract costs are reviewed regularly. When it becomes probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately in profit or loss. Changes in estimates are accounted for prospectively and may result in adjustments to revenue recognised in the period in which the estimates are revised.Sale of goodsRevenue is recognised when control of the products has transferred to the customer, which occurs when the products are delivered and there are no remaining obligations that could affect the customer’s acceptance. Products are primarily sold under separately identifiable contracts with customers.Delivery is considered to have occurred when the products have been shipped to the specified location, the risks of obsolescence and loss have transferred to the customer, and either (i) the customer has accepted the products in accordance with the sales contract, (ii) the contractual acceptance period has lapsed, or (iii) the Group has objective evidence that all acceptance criteria have been met.Standard delivery terms for customers in the PBS segment are Delivered Duty Paid (DDP), which means delivery is completed when the goods are made available to the buyer at the specified location. For customers in the MOW segment, standard delivery terms are Ex Works (EXW), meaning delivery is completed when the goods are made available, suitably packaged, at a specified location—typically a Glamox factory or depot.No significant financing component is deemed to exist, as sales are made with credit terms of up to 60 days, which is consistent with market practice. A receivable is recognised when the goods are delivered, as this is the point at which consideration becomes unconditional except for the passage of time.The goods are generally sold with standard warranties ensuring compliance with agreed specifications. These warranties are accounted for in accordance with IAS 37 Provisions(see Note 4.1). Glamox does not have any other significant obligations for returns or refunds.InventoriesInventories are measured at the lower of cost and net realisable value. The cost of inventories is determined using the moving average unit cost (MAUC) method. For finished goods and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity, but excludes borrowing costs.Raw materials mainly consist of metal parts, LED components, plastic modules, cables, electronic parts, and packaging materials.Property, plant and equipmentTangible fixed assets, including plant and equipment, are measured at cost less accumulated depreciation and accumulated impairment losses, if any.Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Reference is made to Note 3.1 for further information on useful lives.Business combinations and goodwillBusiness combinations are accounted for using the acquisition method. Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as a liability is subsequently measured at fair value, with changes in fair value recognised in the consolidated statement of profit or loss.Goodwill is measured at cost less accumulated impairment losses. Reference is made to Note 3.2 for an overview of goodwill, the allocation of goodwill to cash-generating units (CGUs), and impairment testing procedures.Intangible assets
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Intangible assetsIntangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Research and development costsResearch costs are expensed as incurred. Development expenditures on individual projects that represent new applications or technology are recognised as intangible assets when the criteria for capitalisation are met, see note 1.3.Impairment of non-financial assetsFurther disclosures relating to impairment of non-financial assets are also provided in the following notes:•Property, plant and equipment - Note 3.1•Goodwill - Note 3.2•Other Intangible assets - Note 3.3At each reporting date, the Group assesses whether there is an indication that an asset may be impaired. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. ProvisionsWarranty provisionsProvisions for warranty-related costs are recognised when the product is sold to the customer. Initial recognition of the warranty provision is based on previous years revenue and management judgment. The length of the warranty time may differ between the markets. The initial estimate of warranty-related costs is revised annually. Reference is also made to note 1.3 and 4.1 for further details.Restructuring provisionsRestructuring provisions are recognised only when the Group has a constructive obligation, which is when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an appropriate timeline, and the employees affected have been notified of the plan’s main features. Reference is also made to note 4.1 for further details.LeasesThe Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted or certain remeasurements of the lease liability.The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The Group have used interest rates from the cash pool facility and intercompany loans for determining the incremental borrowing rate (IBR) for each subsidiary. The length of the agreement is an additional element that has been taken into consideration when calculating the IBR for a specific lease. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee. Non-lease components will be identified and accounted for separately from the lease components in all arrangements. Options to extend a lease should be considered if management is reasonably certain to exercise the option. For the Group`s lease arrangements the vast majority of the options have an exercise date many years down the line. As such, management has limited insight and they are not reasonably certain to exercise and no options have been taken into consideration. Dividend distribution to shareholdersThe Company recognises a liability to make distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer at the discretion of the Company.Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.Classification of financial instrumentsGlamox' financial instruments are grouped in the following categories: •Fair value through profit and loss (FVTPL)•Amortised cost (AC)Impairment of financial assetsUnder IFRS 9, financial assets valued at amortised cost are impaired based on the "Expected credit losses (ECL)" model. Write offThe Group expects no significant recovery from the amount written off.Hedge of net investment in foreign subsidiariesGlamox aims to hedge its net investments in foreign subsidiaries. The Group uses its Revolving Credit Facility (RCF) and bank overdraft/deposits in foreign currency as hedging instrument to hedge its exposure. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised as OCI while any gains or losses relating to the ineffective portion are recognised in the consolidated statement of profit and loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the statement of profit or loss. Reference is made to note 5.1 and 5.5 for more details.Income taxesDeferred tax assets arise from deductible temporary differences, unused tax credits, and unused tax losses, and are recognised only when it is probable that future taxable profit will be available against which these amounts can be utilised.Pensions and other post-employment benefitsRemeasurements, comprising of actuarial gains and losses, are recognised immediately in the statement of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
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10.2 Changes in accounting policies 10.3 Standards issued but not yet effective There are no changes in accounting policies which significantly affect current and future periods.In April 2024, the IASB issued IFRS 18, which replaces IAS1 Presentation of Financial Statements. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027 and will apply retrospectively.IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified "roles" of the primary financial statements (PFS) and the notes. In addition, there are consequential amendments to several other standards.The Glamox Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Group's financial statements are, as follows:•Foreign exchange difference will be classified in the same category as the related income and expense•New disclosures will be added for a) management-defined performance measures and b) reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.
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Alternative Performance Measures (APMs)APM DefinitionsIn order to enhance investors’ understanding of the company’s performance, GLX Holding presents certain alternative performance measures (APMs) as defined by the European Securities and Markets Authority (“ESMA”) in the ESMA Guidelines on Alternative Performance Measures 2015/1057.An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specific in the applicable financial reporting framework (IFRS). The company uses APMs to measure operating performance and is of the view that the APMs provide investors with relevant and specific operating figures which may enhance their understanding of GLX Holding’s performance. The company uses the APMs: Adjusted EBIT, adjusted EBITA, adjusted EBITDA, adjusted EBIT margin, adjusted EBITA margin, adjusted EBITDA margin, adjusted total revenue and other operating income, EBIT, EBITA, EBITDA, EBIT margin, EBITA margin, EBITDA margin, Leverage ratio, Net interest-bearing debt and Order intake as further defined below. The APMs presented herein are not measurements of performance under IFRS or other generally accepted accounting principles and investors should not consider any such measures to be an alternative to: (a) operating revenues or operating profit (as determined in accordance with IFRS or other generally accepted accounting principles), as a measure of GLX Holding’s operating performance; or (b) any other measures of performance under generally accepted accounting principles. The APMs presented herein may not be indicative of the company’s historical operating results, nor are such measures meant to be predictive of GLX Holding’s future results. The company believes that the APMs presented herein are commonly reported by companies in the markets in which GLX Holding competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation, amortization and impairment, which can vary significantly depending upon accounting measures (in particular when acquisitions have occurred), business practice or non-operating factors. Accordingly, GLX Holding AS discloses the APMs presented herein to permit a more complete and comprehensive analysis of its operating performance relative to other companies across periods, and of the company’s ability to service its debt. Because companies calculate the APMs presented herein differently, GLX Holding’s presentation of these APMs may not be comparable to similarly titled measures used by other companies. The company has presented these APMs because it considers them to be important supplemental measures for prospective investors to understand the overall picture of profit generation in GLX Holding’s operating activities. Adjustments are non-IFRS financial measures that the Group considers to be an APM, and these measures should not be viewed as a substitute for any IFRS financial measures. The APMs used by GLX Holding AS are set out below (presented in alphabetical order):Adjusted EBITis defined as the profit/(loss) for the year/period before net financial income (expenses) and income tax expense (EBIT), adjusted for special items. Adjusted EBITA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, amortisation and impairment of intangible assets, adjusted for special items. Adjusted EBITDAis defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, depreciation, amortisation and impairment of non-current assets, adjusted for special items. Adjusted EBIT marginis defined as adjusted EBIT as a percentage of total revenue and other operating income. Adjusted EBITA marginis defined as adjusted EBITA as a percentage of adjusted total revenue and other operating income. Adjusted EBITDA marginis defined as adjusted EBITDA as a percentage of adjusted total revenue and other operating income. Adjusted total revenue and other operating income is defined as total revenue and other operating income adjusted for special items.EBITis defined as the profit/(loss) for the year before net financial income (expenses) and income tax expenses. EBITAis defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, amortisation and impairment of intangible assets.EBITDAis defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, depreciation, amortization and impairment of non-current assets.EBIT marginis defined as EBIT as a percentage of revenue and other operating income. EBITA marginis defined as EBITA as a percentage of revenue and other operating income. EBITDA marginis defined as EBITDA as a percentage of revenue and other operating income. Leverage ratio is a measure of net interest-bearing debt divided by adjusted EBITDA last twelve months.Net interest-bearing debtis defined as interest-bearing debt excluding arrangement fees minus cash and cash equivalents (excluded restricted cash) and interest-bearing investments.Order intakeis measured at gross value before deduction of commissions and other sales reductions
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APM Reconciliation Adjusted EBIT1 NOK 1000 31.12.2025 31.12.2024 EBIT 544 991 450 680 Special items 70 668 95 303 Adjusted EBIT1 615 659 545 983 Total revenue and other operating income 4 446 534 4 486 780 Adjusted total revenue and other operating income1 4 436 200 4 486 780 EBIT margin 12,3 % 10,0 % Adjusted EBIT margin1 13,9 % 12,2 % Adjusted EBITA1 NOK 1000 31.12.2025 31.12.2024 EBITA 609 326 574 326 Special items 70 668 95 303 Adjusted EBITA1 679 994 669 630 Total revenue and other operating income 4 446 534 4 486 780 Adjusted total revenue and other operating income1 4 436 200 4 486 780 EBITA margin 13,7 % 12,8 % Adjusted EBITA margin1 15,3 % 14,9 % Adjusted EBITDA1 NOK 1000 31.12.2025 31.12.2024 Profit/loss for the period 147 261 82 574 Income tax expense 106 213 92 051 Net financial items 291 516 276 054 EBIT 544 991 450 680 Amortisation and impairment of intangible-assets 64 335 123 647 EBITA 609 326 574 326 Depreciation and impairment of tangible-assets 115 708 131 062 EBITDA 725 034 705 388 Special items 70 652 87 885 Adjusted EBITDA1 795 686 793 273 Total revenue and other operating income 4 446 534 4 486 780 Adjusted total revenue and other operating income1 4 436 200 4 486 780 EBITDA margin1 16,3 % 15,7 % Adjusted EBITDA margin1 17,9 % 17,7 % Adjusted Total revenues1 NOK 1000 31.12.2025 31.12.2024 Total revenue and other operating income 4 446 534 4 486 780 Special items in total revenue and other operating income 10 334 - Adjusted total revenues and other operating income1 4 436 200 4 486 780
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Special items NOK 1000 31.12.2025 31.12.2024 Claim cost related to specific product 5 151 Restructuring 2 123 Other 3 060 - Total special items in Other operating income 10 334 0 Restructuring cost/growth initiatives 62 790 75 154 Claim cost related to specific product 92 0 Acquisition and integration cost 1 037 2 536 ERP Integration 1 917 5 837 Other 15 150 4 358 Total special items in EBITDA 70 652 87 885 Impairment of non-current assets 17 7 418 Total Special items in EBIT 70 668 95 303 Net debt and leverage ratio1 NOK 1000 31.12.2025 31.12.2024 Non-current interest-bearing liabilities 1 342 695 2 534 232 Non-current lease liabilities 79 063 92 826 Current interest bearing liabilities 1 210 313 - Current lease liabilities 61 630 69 795 Arrangement fees 8 452 20 872 Interest-bearing debt 2 702 153 2 717 725 Cash and cash equivalents (excluded restricted cash) -713 656 -686 220 Net interest-bearing debt1 1 988 497 2 031 505 Adjusted EBITDA1 last twelve months 795 686 793 273 Leverage ratio1 2,5 2,6
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GLX Holding AS Annual financial statement 2025
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GLX Holding AS Statement of profit and loss For the years ended 31 December NOK 1000 Notes 2025 2024 Other operating expenses 1, 13 11 469 3 465 Total operating expenses 11 469 3 465 Operating profit -11 469 -3 465 Net financial items 8 6 861 -37 645 Profit/loss before tax -4 607 -41 110 Taxes 9 - - Profit/loss for the year -4 607 -41 110 Statement of comprehensive income Profit/loss for the year -4 607 -41 110 Total comprehensive income for the period -4 607 -41 110
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GLX Holding AS Statement of financial position NOK 1000 Notes 31.12.2025 31.12.2024 ASSETS Shares in Subsidiary 11 2 735 350 2 735 350 Total non-current assets 2 735 350 2 735 350 Current assets Other receivables 12 270 269 Cash and cash equivalents 7 20 536 16 247 Total current assets 20 806 16 516 TOTAL ASSETS 2 756 156 2 751 866 EQUITY AND LIABILITIES Equity Share capital 6 1 000 1 000 Share premium 6 1 599 346 1 599 346 Retained earnings 6 -206 975 -202 368 Total equity 1 393 370 1 397 977 Non-current liabilities Bond 3, 4, 5 1 342 695 1 336 433 Total non-current liabilities 1 342 695 1 336 433 Current liabilities Other current liabilities 2 20 091 17 456 Total current liabilities 20 091 17 456 Total liabilities 1 362 786 1 353 889 TOTAL EQUITY AND LIABILITIES 2 756 156 2 751 866 Oslo, 29 April 2026 Mikael Aro Chairman of the Board Joachim Solbakken Espen Board member Hanna-Maria Heikkinen Board member
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GLX Holding AS Statement of cash flows For the years ended 31 December Cash flows from operating activities Notes 31.12.2025 31.12.2024 Operating profit -11 469 -3 465 Changes in other assets and liabilities 2 468 -196 Net cash flows from operating activities -9 001 -3 662 Cash flows from investing activities Dividend received 167 563 167 563 Interests received 1 056 921 Net cash flow from investing activities 168 619 168 483 Cash flow from financing activities Interests paid 8 -155 330 -158 473 Net cash flow from financing activities -155 330 -158 473 Net change in cash and cash equivalents 4 289 6 348 Cash and cash equivalents, beginning of period 16 247 9 899 Cash and cash equivalents, end of period 20 536 16 247 Statement of changes in equity NOK 1000 Share capital Share premium Retained earnings Total equity Balance as of 31 December 2023 1 000 1 599 346 -161 258 1 439 087 Profit (loss) for the year -41 110 -41 110 Total comprehensive income -41 110 -41 110 Balance as of 31 December 2024 1 000 1 599 346 -202 368 1 397 977 Profit (loss) for the year -4 607 -4 607 Total comprehensive income -4 607 -4 607 Balance as of 31 December 2025 1 000 1 599 346 -206 975 1 393 370
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Note 1 - Other operating expenses Other operating expenses 2025 2024 Consultancy 8 040 2 480 Audit 3 429 936 Other - 49 Total other operating expenses 11 469 3 465 Auditor 2025 2024 Fee for statutory audit 3 176 778 Tax compliance services 253 158 Total 3 429 936 Note 2 - Other current liabilities Balance 31.12.2025Balance 31.12.2024 Accrued interest cost 15 618 15 887 Other accrued cost 4 473 1 569 Total other current liabilities 20 091 17 456 Note 3 - Interest-bearing liabilities Non-current Interest-bearing loans and borrowingsInterest rate Maturity Balance 31.12.2025Balance 31.12.2024 Callable Open Bond NIBOR + margin 2027 1 350 000 1 350 000 Bank fee related to the bond issue -7 305 -13 567 Total non-current interest-bearing loans and borrowings 1 342 695 1 336 433 Note 4 - Aging of financial liabilities 31.12.2025 Callable Open Bond* 147 690 1 371 850 - 1 519 540 Totals 147 690 1 371 850 - 1 519 540 31.12.2024 Callable Open Bond* 154 278 1 542 375 - 1 696 653 Totals 154 278 1 542 375 - 1 696 653 * Figures include estimated interest payable. Less than 12 months 1 to 3 years Over 3 years Total Less than 12 months 1 to 3 years Over 3 years Total Callable Open Bond GLX Holding AS issued a Bond on 23 February 2023. The initial issued amount is NOK 1,350 million and the maximum issued am ount of the bond is NOK 2,000 million. The initial nominal amount on each bond is NOK 0.5 million. The bond has an interest margin of 6.75% per a nnum. The interest payment is in February,May, August and December. The maturity date is 23.02.2027. The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100% of the Nominal Amount. An arrangement fee of NOK 7.3 million related to the refinancing, is booked against the bond. The arrangement fee is expensed over the availability period of the facility. Callable Open Bond - Incurrence test: The "Incurrence Test" is met if (I) no Event of Default is continuing or would result from the relevant event and (II) the Leverage Ratio falls below a certain threshold.Bond - assets pledged as securityThe shares in both GLX Holding AS and Glamox AS is pledged as security for the Bond.
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Note 5 - Fair value measurement Carrying amount at Date of valuation Carrying amount Fair value Level 1 Level 2 Level 3 Liabilities measured/disclosed at fair value Callable Open Bond 31.12.2025 31.12.2025 1 342 695 1 364 850 x Callable Open Bond 31.12.2024 31.12.2024 1 336 433 1 397 250 x Note 6 - Equity and shareholders Share capital in GLX Holding AS at 31.12.2025 Number Shares NOK 1 000 Total 1 000 Note 7 - Cash and cash equivalents Note 8 - Financial income and expenses Financial income and expenses 2025 2024 Interest income 1 056 921 Dividend from subsidiary 167 563 125 673 Interest expenses -161 322 -163 803 Other financial expenses -435 -435 Net Financial income 6 861 -37 645 Note 9 - Tax 2025 2024 Tax payable Ordinary profit before tax -4 607 -41 110 Permanent differences -162 536 -121 902 Change in temporary differences not recognised 167 144 163 012 Bases for tax payable 0 0 Tax base 22 % 22 % Tax payable this year's profit 0 0 Current tax liabilities 31.12 0 0 Deferred tax liabilities (assets): Losses carried forward (including tax credit) -114 027 -107 150 Restricted interest deduction carried forward -769 002 -608 735 Investment in shares and subsidiaries -48 871 -48 871 Basis for deferred tax liabilities (assets): -931 900 -764 756 Net deferred tax assets recognised in balance sheet 0 0 Nominal Value Balance Sheet 1 000 1 000 000 1 000 1 000 000 The table below discloses information about all financial instruments that are either measured at fair value or where information about fair value is disclosed. There were no transfers between the levels during 2025 and 2024.Fair value of financial instrumentsFair value of the Callable Open Bond is calculated by using the Oslo Stock Exchange trading price at year-end and excludes carrying amount of arrangement fees. Holders of these shares are entitled to dividend and to one vote per share at general meetings of the Company. There have been no changes in the number of shares in 2025 or 2024. GLX Holding AS is a 100% owned subsidiary of Glace HoldCo AS. There has been no distribution of dividend in 2025. Cash and cash equivalents amount to NOK 20.6 million (NOK 16.2 million) as of 31 December 2025. GLX Holding AS has no restricted bank deposit. The liquidity reserve equals the cash and cash equivalent amount. The bond may be extended by an additional NOK 650 million. This is not included in the liquidity reserve.
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Note 10 - Management remuneration Note 11 - Interest in subsidiaries Note 12 - Events after the reporting period Tranche Quarter paidTotal GLX Holding AS Non-controlling interest 1 Q2 2026 NOK 65.0 million NOK 49.5 million NOK 15.5 million 2 Q3 2026 NOK 65.0 million NOK 49.5 million NOK 15.5 million 3 Q4 2026 NOK 65.0 million NOK 49.5 million NOK 15.5 million Total NOK 195.0 million NOK 148.5 million NOK 46.5 million 13 Related party transactions GLX Holding AS has no employees.The Board of GLX Holding AS has proposed a remuneration of NOK 50 thousand to board member, Hanna-Maria Heikkinen, for the twelve-month period ending at the General meeting in 2026. The Board members are not subject to agreements for severance pay, bonuses or profit-sharing. As of 31 December 2025 GLX Holding AS owns 76.17% of the shares in Glamox AS, which also represents the voting share. Glamox AS is a leading lighting supplier to the world's marine and offshore markets, and a significant supplier to the professional building market in Europe. Glamox AS is the parent company of Glamox Group. Glamox AS registered address is Birger Hatlebakks veg 15 in Molde, Norway. Glamox AS has 25 subsidiaries located in Europe, Asia and America. Total revenue and other operating income of Glamox Group in 2025 is NOK 4,446.5. million (2024: NOK 4,486.8 million). Operating profit in 2025 is NOK 556.5 million (2024: NOK 525.3 million). Average number of full time employees in Glamox Group was 2,028 in 2025 (2024: 2,036). The book value of the Glamox shares is NOK 2,735.3 (NOK 2,735.3 million) as of 31 December 2025. Dividend to non-controlling interestOn 26 January 2026, the Board of Directors of Glamox AS approved an additional dividend distribution of NOK 55 million, corresponding to NOK 0.83 per share.Dividend of NOK 55 million was distributed on 13 February 2026, of which non-controlling interest received NOK 13.1 million.After the reporting date, the board of Glamox AS has proposed a dividend distribution amounting to NOK 195.0 million, corresponding to NOK 2.96 per share. The dividend shall be distributed in three tranches.Related parties are Group companies, major shareholders, Board and senior management in the parent company and the group subsidiaries. Note 11 provides information about the Group’s subsidiary. All transactions within the Group or with other related parties are based on the principle of arm's length.The company has agreements with Triton Advisers Limited and Triton Investment Management Limited for counseling and success fee related to the acquisition of businesses respectively. Expenses during 2025 were NOK 3.1 million (2024: 2.4 million).Refinancing of BondIn March 2026, GLX Holding AS completed the placement of a new EUR 225 million five-year senior secured bond maturing in March 2031. The initial issue amount was EUR 225 million with a maximum limit amounting to EUR 300 million. The interest rate is 3 months’ EURIBOR plus 5.25% per annum. The net proceeds were used to refinance the existing senior secured sustainability-linked bond due February 2027, fund a shareholder distribution, and support general corporate purposes. Following the bond issuance, GLX exercised its call option on the remaining outstanding bonds. All conditions for the call option were met, and the bonds were redeemed in full in March 2026 at the applicable call price. The refinancing extends the company’s debt maturity profile and strengthens financial flexibility. DividendOn March 26, 2026, after the placement of a new EUR 225 million five-year senior secured bond, the general assembly of GLX Holding AS approved an additional dividend distribution of EUR 95 million (NOK 1,071.4 million) to its sole shareholder Glace HoldCo AS. Dividend was distributed on March 26, 2026. The board assesses the level of proposed dividend to be justifiable based on the liquidity and solidity situation of the company.
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Note 14 - Accounting principles GLX Holding AS is a company incorporated and domiciled in Norway and the registered address is c/o Triton Advisors (Norway) AS, Dronning Mauds gate 3, 0250 Oslo. GLX Holding AS was established in 2017, with the purpose to own shares in Glamox AS. The parent company is Glace HoldCo AS. The ultimate parent of GLX Holding AS is Triton Fund IV, which is located at Jersey. The financial statements of the company comprise of statements of profit and loss, other comprehensive income, financial position, cash flows, changes in equity, and related notes. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by The European Union (EU). The financial statements have been prepared on a historical cost basis, and the financial statements are prepared based on the going concern assumption. Material accounting assessments and judgements, if any, are explained in relevant notes.
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Note 15 - Changes in accounting policies Note 16 - Standards issued but not yet effective There are no changes in accounting policies which significantly affect current and future periods.In April 2024, the IASB issued IFRS 18, which replaces IAS1 Presentation of Financial Statements. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027 and will apply retrospectively.IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified "roles" of the primary financial statements (PFS) and the notes. In addition, there are consequential amendments to several other standards.The Glamox Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Group's financial statements are, as follows:•Foreign exchange difference will be classified in the same category as the related income and expense•New disclosures will be added for a) management-defined performance measures and b) reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.
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Directors Responsibility Statement The Board of Directors reviewed and approved the Board of Directors Report and the consolidated annual financial statements for GLX Holding AS as of 31 December 2025 (Annual Report 2025). To the best of our knowledge; - the consolidated financial statements and financial statement are prepared in accordance with IFRS and IFRIC as adopted by the EU and additional Norwegian disclosure requirements in the Norwegian Accounting act that were effective as of 31 December 2025. - the consolidated and annual financial statements give a true and fair view of the assets, liabilities, financial position and profit as a whole as of 31 December 2025 for the Group and the Parent Company. - the Board of Directors Report for the Group and the Parent Company include a true and fair view of; - the development and performance of the business and the position of the Group and the Parent Company. - the principal risks and uncertainties the Group and the Parent Company face. Oslo, 29 April 2026 Mikael Aro Hanna-Maria Heikkinen Joachim Solbakken Espen Chairman of the Board Board member Board member
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KPMG AS P.O. Box 7000, N-0306 Oslo Dronning Eufemias gate 6A 0191 Oslo Telephone +47 45 40 40 63 Internet www.kpmg.no Enterprise 935 174 627 MVA To the General Meeting of GLX Holding AS Independent Auditor’s Report Opinion We have audited the financial statements of GLX Holding AS, which comprise: • the financial statements of the parent company GLX Holding AS (the Company), which comprise the statement of financial position as at 31 December 2025, the statement of profit and loss, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements , including material accounting policy information, and • the consolidated financial statements of GLX Holding AS and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2025, the consolidated statement of profit and loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements,, including material accounting policy information. In our opinion • the financial statements comply with applicable statutory requirements, • the financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU, and • the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Board of directors. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (includin g International Independence Standards) (IESBA Code) as applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical responsibilities in accordance with
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these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of GLX Holding AS for 9 years from the election by the general meeting of the shareholders on 17 October 2017 for the accounting year 2017. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 1. Impairment assessment of Goodwill, Product development and Other intangible assets Reference is made to section 10.1 Material accounting policies under Impairment of non-financial assets, section 3.2 Goodwill. The Key Audit Matter How the matter was addressed in our audit As of 31 December 2025, the Group carries NOK 1 929 million of goodwill and NOK 1 000 million of product development and other intangible assets in the statement of financial position. The total amount mainly relates to the acquisition of Glamox AS in 2017. The remaining elements of goodwill relates to Glamox AS’ acquisitions in 2018, 2019, 2021 and 2024. Due to the significance of the carrying value and risk of non-recoverability related to goodwill, product development and other intangible assets, impairment assessment is considered a key audit matter. The key judgments and estimates applied by management in the impairment testing were growth rate, future financial performance, and discount rate. No significant impairment charges are recognized in respect of goodwill, product development and other intangible assets in 2025. Our audit procedures in this area included: • evaluating the historical accuracy of management`s budgets and forecasts and challenging management on the current year cash flow forecasts as well as the timing of future cash flows; • challenging management on the growth assumptions and management`s future business plan assumptions with reference to current market conditions; • assessing, with assistance from our valuation specialists, the discount rates applied with reference to observable market data; • evaluating management's sensitivity analysis to determine the impact of reasonably possible changes; • performing our own independent sensitivity calculations to quantify the downside changes to management's models required to result in impairment.; and • evaluating the adequacy and appropriateness of the relevant disclosures. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial stateme nts or our knowledge
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obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate Governance. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregat e, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control. • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's a nd the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
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• evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Oslo, 29 April 2026 KPMG AS Stian Tørrestad State Authorised Public Accountant
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2 GLX Holding AS Kronprinsesse Märthas plass 1 N-0160 Oslo Norway ir_glx@glamox.com