From the left: Thomas Schwenke, Trond Sigurd Tørdal, Per Sjöstrand, Marina Lønning, Erik Nelson and Eirik Hjeltnes Wabø.
Nature and place of residence of the business
Wall Topco including HG and its subsidiaries (the “group”), is a leading Northern European group that performs all types of surface treatment services - painting, flooring, masonry and tiling. HG carries out everything from medium sized turnkey contracts to mainly smaller, individual assignments with the emphasis on rehabilitation work (often called rehabilitation and maintenance or R&M) in the business-to-business segment (B2B).
The group was established in July 2020 with 30 Norwegian craft businesses. Since then, until the end of 2024, a further 123 craft businesses have been incorporated in Norway, Sweden, Denmark, and Germany.
The group's operations in Norway, Sweden and Denmark are spread across the countries enabling us to deliver on national or regional agreements. HG's first two craft businesses in Germany were included into the group in 2023 and are located in the south of Germany. In 2024 we included three new businesses in Germany to our group, two in the south and one in the north. The group's head office is in Oslo and each country has a service office that supports, coordinates, and follows up operations per country which are also HG's main segments.
In 2024 we included three new businesses in Germany to our group, two in the south and one in the north. The group's head office is in Oslo and each country has a service office that supports, coordinates, and follows up operations per country which are also HG's main segments.
Financial performance
Overall, the group reported a strong top-line growth in 2024 driven by M&A that contributed positively with 17.3 percentage points of revenue growth. Organic growth or like-for-like growth was affected by a challenging market and was slightly negative in the period. Macro-economic conditions remained challenging resulting in reduced activity in the new build market. Sweden is particularly impacted, but also Norway has experienced the lower activity within new build during the year. Although the general trend is reduced activity in the new build market, there are large local variations and thus also impact HG's companies differently. The companies have continued their good cooperation on projects and sharing of best practice across the companies, which improves our resilience in the current challenging market.
The group identified a need for adjustment of the share-based consideration paid in in connection with the businesses acquired before July 2021. As a result of the adjustment, goodwill and equity as of 31 December 2023 was overstated with NOK 102 million. See note 25 in our annual report for more information.
The consolidated financial statements are prepared and based on International Financial Reporting Standards (IFRS®) as endorsed by the European Union (EU) and effective at 31 December 2024.
Consolidated profit and loss statement
Revenue from contracts with customers
Revenue from contracts with customers increased 14.1 per cent to NOK 6,796,443 thousand in 2024, compared to NOK 5,955,462 thousand in 2023. Acquisitions contributed positively with 17.3 percentage points of the growth whereof organic decreased by 3.2 per cent.
Operating expenses
Operating expenses amounted to NOK 6,708,515 thousand (NOK 5,710,507 thousand) or 98.7 (95.9) per cent as a share of revenue from contracts with customers. The increase in NOK 998,008 thousand was primarily driven by the additions of new companies joining the group. Acquisition related costs impacted the year with NOK 27 million (NOK 32 million).
Depreciation, amortisation, and impairment
Depreciation and amortization of tangible and intangible assets amounted to NOK 250,383 thousand in 2024, compared to NOK 174,425 thousand in 2023. The increase was primarily due to acquisitions of new companies joining the group.
Operating result
Operating result was NOK 106,222 thousand in 2024, compared to NOK 248,098 thousand in 2023. The decrease is a combination of weaker market conditions resulting in lower resource utilization as well as impacting our ability to compensate for employee benefit expense inflation through price increases, especially in the Swedish market which was characterised by pricing pressure. In addition, the decrease can also be attributed to consultancy costs related to a strategic project amounting to NOK 48 million and the discontinuation of a non-core business unit which resulted in a one-time expense of NOK 17 million. The decrease was partly offset by the Danish segment reporting a year over year increase in operating profit of NOK 14,218 thousand, driven by a strong contribution from the 2024 acquired companies. Lower material costs as a result of negotiated volume rebates have also contributed positively.
Financial items
Net financial items were negative and amounted to NOK 163,622 thousand in 2024 (negative NOK 121,943 thousand) with the increase primarily driven by higher liabilities to credit institutions.
Profit (loss)
Profit (loss) before tax amounted to NOK -57,400 thousand in 2024 compared to NOK 126,155 million in 2023, a decrease of NOK 183,555 thousand primarily driven by lower operating result and higher finance expenses. Income tax expenses (benefits) amounted to NOK -4,257 thousand in 2024 (NOK 43,547 thousand). Net profit (loss) for the year amounted to NOK -53,142 thousand in 2024 (NOK 82,608 thousand).
The group did not carry out research and development during the year.
Financial position and liquidity
Total interest-bearing debt (liabilities to credit institutions and lease liabilities) was NOK 2,652,861 thousand as of 31 December 2024, of which NOK 418,585 thousand matures in 2025. Cash equivalents was NOK 433,935 thousand as of 31 December 2024, in addition to NOK 537,039 thousand in undrawn credit facilities. The group has three financial covenants, part of its loan agreements. These are equity ratio, interest cover ratio and leverage ratio at HG level, respectively. The group was in breach of the fourth quarter 2024 leverage ratio and interest cover ratio covenants. The group has as of August 7, 2025, received a waiver letter from the banking syndicate concerning all historical and current covenant breaches. HG has also agreed with the syndicate to extend the maturity of the current loan agreement including amending certain terms. In addition, additional capital will be contributed amounting to approximately NOK 235 million no later than September 30, 2025. See Note 18 liabilities to credit institutions and note 23 events after the reporting period in the financial statements for more information. Based on the above the group's liquidity position is deemed sufficient to fund its growth and operations and is regularly assessed by the treasury function.
Total assets were 5,279,845 thousand as of 31 December 2024 (NOK 4,564,384 thousand). Total equity amounted to NOK 1,138,350 thousand 31 December 2024 (NOK 1,075,644 thousand), corresponding to an equity ratio of 21 per cent (23 per cent).
Cash flow and investments
Cash flow from operating activities amounted to NOK 420,500 thousand in 2024 (NOK 318,018 thousand), an increase of NOK 102,482 thousand mainly as a result of an improved net working capital position.
Cash flow from investing activities amounted to NOK -334,692 thousand in 2024 (NOK -703,631 thousand) primarily related to acquisition of subsidiaries for both periods.
Cash flow from financing activities in the period amounted to NOK -96,630 thousand in 2024 (NOK 429,619 thousand). The decrease in cash flow from financing activities is primarily attributable to NOK 796,669 thousand in proceeds from interest-bearing debt in 2023 and an increase in amortisation of lease liabilities and interests paid during 2024, due to higher liabilities to credit institutions to fund investments in acquisitions.
Own shares
The company does not hold any own shares.
Future development
HG works to build a leading, nationwide offering to our customers, and we want to be known for quality, sustainability and responsibility. HG will continue to grow within the existing core business; painting, flooring, masonry and tiling, and working to improve the standards for quality and efficiency in the industry and at the same time move the industry in a more sustainable direction.
The group has the ambition to lead the way in sustainability and has established a sustainability strategy and carried out measures such as the implementation of ethical guidelines with zero tolerance against corruption, harassment of any type, and bribery. People, the environment and responsible management are priority areas for HG's sustainability strategy, and these have been chosen based on their importance to HG and that we can make a difference and show the way for the entire industry.
Growth will primarily come from including new, solid craft businesses with a strong local and regional market position, and new companies will increasingly be included, primarily in Denmark and Germany. HG Sweden, and to an even greater extent HG Norway, has solid national coverage, but we will also continue to include companies going forward in these markets. Norway remains the largest segment with Sweden as our second mature market, where the priority has shifted to further develop best practice supporting the local companies to grow organically. HG included ten new craft companies in Denmark during 2024 with a higher operating margin than average for Denmark with more to come in 2025. Three new high-quality crafts businesses were acquired in Germany in 2024, and the M&A activity is high with several companies in the pipeline for 2025.
War in Ukraine and high interest rates have had an effect on the economy in general, which has mainly had an impact on the new build construction market in each of our respective countries. The geopolitical complexity increased in the first quarter of 2025 with potential threats of trade war which potentially could have a negative impact on economic activity and investments in general, including in our markets. At the same time a number of countries within EU, including Germany, is planning for significant infrastructure investments, which would have the opposite effect on economic activity driving growth.
HG is mainly exposed to the R&M market with professional customers (B2B), which historically has a more stable development. The intensity of competition increased during 2024, especially in Sweden, with less contracts to bid on with the most significant impact within new build, but at the same time HG's craft companies have extensive experience delivering in good as well as challenging times. The interest rate level now seems to have leveled out and the Swedish Riksbank cut its prime rate a number of times during 2024 and Norway is expected to make its first primo 2025. The new build markets is expected to remain challenging during 2025, in particular in Sweden, while the R&M market is expected to remain resilient across all our countries.
Financial risk
Through its activities, the group is exposed to various types of financial risks. Financial risks refer to fluctuations in the group's earnings and cash flow as a result of changes in exchange rates, interest rates, refinancing and credit risks. The objective is to mitigate the financial risk to the greatest extent possible. For more information on financial risk management see the notes to our financial statements.
Market risk
The company is exposed to changes in interest rates, as the company has floating interest rate debt. Furthermore, changes in the level of interest rates can affect investment opportunities in future periods.
Foreign currency exchange risk arises when individual group entities enter into transactions denominated in a currency other than their functional currency. The transactions of the operating entities are denominated in the local currency, thus there is little or no currency exposure from operating activities. Translation exposure arises when foreign subsidiaries' results and net assets are translated into Norwegian kroner. For the group translation risks arise for the subsidiaries in Sweden, Denmark and Germany. Assets and liabilities in foreign currency are translated at the closing rate.
The group has currency exposure related to financing as the parent is funding the subsidiaries in their local currency, thus movements of SEK/NOK, DKK/NOK and EUR/NOK exchange rates impact the profit and loss statements within finance, net. The currency exposure from the financing of the subsidiary in Sweden is reduced as part of the external financing of the parent is in SEK. The Company is currently not using financial derivatives to hedge any currency risk.
Credit risk
The risk of loss on receivables is assessed as low for the group. The turnover is spread over a large number of mainly medium and small projects and customers, hence individual projects or individual customers will not have a significant impact on the group. Developments in market conditions are followed closely to capture any structural changes. The group limits the exposure to credit risk with upfront payments and continuous invoicing and collection.
Liquidity risk
Liquidity risk is the risk that the group may encounter difficulty in meeting its obligations associated with financial liabilities including financial covenants as stipulated by our loan agreement. The objective is for the group to be able to meet its financial commitments in upswings as well as downturns without significant unforeseen costs.
The company considers the liquidity position in the company to be good, also see note 23 of the annual report, events after the reporting period. The company continues to focus on working capital optimization, especially through faster invoicing and reduction of the credit period.
Going concern
It is confirmed that the prerequisites for going concern are present. The assumption is based on profit and cash flow forecasts for 2025 and the group's long-term strategic forecasts for the years ahead. The group is in a healthy economic and financial position.
The parent company and disposition of the year's profit
Wall Topco is the parent company of the group and is located in Oslo, Norway. Total assets were NOK 689,157 thousand and total equity amounted to NOK 474,113 thousand as of 31 December 2024, corresponding to an equity ratio of 69 per cent. The board of directors determined that Wall Topco had adequate equity and liquidity at year end 2024.
The board proposes the following disposition of the annual profit in Wall Topco AS:
Other equity NOK 2,427 thousand
Total allocated NOK 2,427 thousand
The proposal is based on the owners' assessment of the company's capital structure.
Board liability insurance
Insurance has been taken out for the members of the board and the general manager (board liability insurance) for their possible liability towards the company and third parties.
Work environment
Sickness absence in the group was 7.6% of total working days in 2024 compared to 6.6% in 2023.
Work with health and safety is a high priority in HG. We want to create a safe and healthy work environment through a strong safety culture for our employees, so everyone gets home safe for dinner - every day! That's why we have intensified our focus on occupational health and safety through ongoing safety campaigns in all our companies. Safety is everyone's responsibility, and our goal is to avoid injuries, illness and ailments caused by the working environment. In the field of safety, this means avoiding work-related accidents that result in serious injuries and absenteeism, and HG's companies report monthly on injuries that lead to sick leave and regularly share examples of incidents to raise awareness of safety.
When it comes to health, we strive for employees to have an ergonomically correct working situation and to avoid health-damaging stress through contact with chemicals, noise or dust. Our continuous improvement initiatives are related to ergonomics/posture, use of safe job analysis (SJA), working at heights, cutting injuries, driving safety, protective equipment and chemicals. To ensure compliance with routines and the use of correct equipment, awareness work takes place in several channels including the HG school, craftspeople meetings and general manager meetings, to name a few. During 2024, a total of 93 injuries, predominantly minor injuries such as cuts and bruises, have been registered which have resulted in one day of absence or more (i.e. Lost-Time Incidents (“LTIs”)).
Development of employees and talent development is also a high priority in the HG companies. We offer training for employees and strive to retain our experienced and competent employees. HG is of the opinion that diversity is important to preserve a good working environment, and we believe that diversity in terms of background, skills and gender is important for our success. The group works actively to follow up the requirements as a result of the extended activity obligation under the Equality and Discrimination Act, both by training all employees in HG's ethical guidelines and ongoing working environment surveys. We also want to take care of the future development of the professionals in our companies. Therefore, we have a strong focus on apprentices and aim to have an apprenticeship share of at least 10%.
The culture in HG is characterised by strong cohesion within the individual company and between managers in the various subsidiaries. The culture in craft companies that wish to become part of HG is carefully assessed before they are incorporated as part of HG.
Equality and discrimination
HG aims to be a workplace where there is no discrimination due to ethnicity, gender, outlook on life or orientation. As an integral part of our leadership programs at HG school, we train our leaders in "inclusive leadership". This applies, for example, to matters relating to pay, advancement, recruitment and general development opportunities. Of the group’s board of directors eight board members, there are three women and five men, and of the eight who make up the group management, one is a woman. Of the group's employees, there are 15% women and 85% men, compared to 12% women and 88% men in 2023.
The group's work to promote equality and combat discrimination is an integral part of everyday life in several areas. In our recruitment campaigns, we try to attract employees from different backgrounds by highlighting aspects of the craft profession that may not have been known to the general public. We use both women and men, young and old in our recruitment campaigns to show that the craft is suitable for everyone. The recruitment material for apprentices is fronted by one of our female apprentices. All employees undergo training in the group's ethical guidelines as part of the onboarding program, an online whistleblower channel has been set up, the working environment is regularly measured and all managers complete courses in “everyday management” to name a few. Training material and information campaigns have been prepared to increase awareness and competence to counter discrimination and to contribute to increased equality and diversity. At the HG school, equality, diversity, and discrimination are central themes. We have a good overview of salary formation at head office, as well as among our regional managers and General Managers in our subsidiaries and ensure with an annual process that this is not discriminatory. Salary formation in the subsidiaries is local and is determined by the individual General Manager in line with local needs and our ethical guidelines.
Environment and climate
HG has the ambition to be leading and forward-looking in many areas, including the environment, social responsibility, and business ethics. In a world where increasingly high demands are placed on efficiency, and competition between companies is getting tougher, the environment is becoming even more important.
Environmental focus and maintenance must reflect the company's vision of leading the way and contribute to the employees being inspired to meet the desired goals. We strive for our companies in Norway and Sweden to be environmental beacon or ISO 14001 certified. During our work, we will explore solutions that promote reuse, rather than always choosing new materials. An example of this is the sustainable flooring solution used on approximately 35,000 m2 of floor space, which prevented the need to replace the floor altogether.
Professionalism is the foundation of quality, and HG stands as the Nordic region's leading group within surface treatment, delivering specialized solutions tailored to key target groups. The HG brand represents our commitment to quality, sustainability and responsibility. Whether painting, bricklaying, wallpapering, or installing floors and tiles, we uphold the highest standards to meet the targets outlined in our ESG Strategy, ensuring sustainable, high-quality results.
HG has since 2021 reported on Scope 1 and Scope 2 greenhouse gas (GHG) emissions. Through 2022 and 2023, we carried out a screening of Scope 3 and selected the categories most relevant to HG. Some of our companies started reporting on two of the Scope 3 categories already in 2022 – category 5 (waste) and category 6 (business travel). During 2024, we significantly improved the collection of data on the existing Scope 3 categories and also added data on category 1 (purchased goods and services) and category 3 (fuel- and energy-related services). All companies are now reporting quarterly on their Scope 1, Scope 2, as well as waste and business travel emissions. HG is working to continuously improve the quality and accuracy of its carbon inventory.
The company's statement in accordance with the Transparency Act is available on the company's Norwegian website.
Corporate Sustainability Reporting Directive (CSRD)
During 2024, we advanced preparations for compliance with the CSRD, a European regulation that significantly enhances sustainability reporting requirements for in-scope companies, including HG. As part of this effort, we engaged PricewaterhouseCoopers (PWC) to undertake a comprehensive double materiality assessment (DMA) to identify HG’s most relevant sustainability impacts, risks and opportunities. This assessment will be refined in 2025 to focus on the most material topics. To strengthen our ESG capabilities and ensure effective implementation of the CSRD, we recruited a dedicated resource to support this critical area, who starts in February 2025.
Significant events after the reporting date
As of December 31, 2024, March 31, 2025, and June 30, 2025, the Group was in breach with its leverage ratio and interest cover ratio covenants, which resulted in liabilities to credit institutions to be classified as current. As of August 7, 2025, HG received a waiver letter from the banking syndicate for all historical and current covenant breaches. HG has also agreed with the banking syndicate to amend and extend the terms of the current SFA. This ensures that the long-term financing of the Group is secured. As noted above, note 23 in the annual report describes significant events after the reporting period in more detail.
No other significant events occurred after the reporting period, with the exception of the incorporation of new companies which HG consider to be part of normal operations.
Signed in Oslo, 15 August 2025