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”), performs all types of surface treatment services - painting, flooring, masonry and tiling – and is a leader in its field in Northern Europe. 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 is less exposed to the new build sector, although some of our companies, in particular around metropolitan areas, traditionally have been more exposed. Management estimates that R&M accounts for approximately 70% of the group’s total revenue.
The group was established in July 2020 with 30 Norwegian craft businesses. Since then, until the end of 2025, a further 129 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 until the end of 2025 a total of seven craft businesses have joined us in Germany. Five of these are located in the south of Germany and two 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.
The group was established in July 2020 with 30 Norwegian craft businesses. Since then, until the end of 2025, a further 129 craft businesses have been incorporated in Norway, Sweden, Denmark, and Germany.
Financial performance
Overall, the group reported a strong top-line growth in 2025 driven by M&A that contributed positively with 9.6 percentage points to the overall growth, adjusted for currency effects. 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 in Sweden, but also Norway has experienced lower activity during the year. Although the general trend is reduced activity in the new build market, which primarily impacts some of our companies around Stockholm and Oslo, there are large local variations and thus also impact HG's companies differently. Our Danish operations are not affected and reports solid performance in a stable market. 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 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 2025.
Consolidated profit and loss statement
Revenue from contracts with customers
Revenue from contracts with customers increased 9.0 percent to NOK 7,406 million, compared to NOK 6,796 million in 2024. Acquisitions contributed 9.7 percentage points to the overall growth, while organic net revenue decreased by 0.7 percentage points.
Adjusted for currency effects, organic net revenue decreased by 2.2 percentage points and acquired revenue contributed with 9.6 percentage points to the overall growth. The impact of currency fluctuations was a positive 1.6 percentage points. Organic net revenue in constant currency increased in Denmark but decreased in Sweden and Norway.
Operating expenses
Operating expenses amounted to NOK 7,166 million (NOK 6,709 million) or 96.8 (98.7) per cent as a share of revenue from contracts with customers. The increase of NOK 458 million was primarily driven by the additions of new companies joining the group. Acquisition related costs impacted the year with NOK 15 million (NOK 27 million).
Depreciation, amortisation, and impairment
Depreciation and amortization of tangible and intangible assets amounted to NOK 300 million in 2025, compared with NOK 250 million in 2024. The increase was primarily due to acquisitions of new companies joining the group.
Operating result
Operating result was NOK 255 million, compared to NOK 106 million in 2024. Denmark and Sweden reported a year over year increase of NOK 55 and 29 million respectively, while Norway reported a year over year decline of NOK 15 million. Sweden’s improvement was partially a result of contract asset impairments recognized as an expense amounting to approximately NOK 20 million in the fourth quarter of 2024 compared to no such expense in 2025. Denmark continues to experience stable market conditions and strong performance across our portfolio of Danish companies, including the positive contribution from new companies acquired during 2024 and 2025. Both Sweden and Denmark were also affected positively by lower acquisition related transaction costs in 2025 of NOK 10 million. Segment Other, which include our German operations and Group functions, improved operating result by NOK 80 million year over year. The year over year improvement is primarily a result of lower consultancy costs related to a strategic project incurred during financial year 2024, a reduction amounting to NOK 37 million, a loss related to discontinuation of a non-core business in the second quarter of 2024 of NOK 22 million as well as general cost reductions in our Group functions.
Financial items
Net financial items were negative and amounted to NOK 193 million in 2025, compared to negative NOK 164 million in 2024. The increasein net finance expenses are mainly related to higher interest-bearing debt on average during 2025 including higher leasing debt as a consequence of adding more companies to the HG network.
Profit (-loss)
Profit (-loss) before tax amounted to NOK 63 million in 2025 compared to NOK -57 million in 2024, an improvement of NOK 120 million. The improvement is driven by higher operating result, partially offset by higher net financial expenses. Income tax expenses (-benefit) amounted to NOK 27 million, compared to NOK -4 million previous year. Net profit (-loss) for the year amounted to NOK 35 in 2025 (NOK -53 million)
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 2,963 million as of 31 December 2025, of which NOK 544 million matures in 2026. Cash equivalents was NOK 764 million as of 31 December 2025, in addition to NOK 540 million in undrawn credit facilities. 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 NOK 6,002 million as of 31 December 2025 (NOK 5,280 million). Total equity amounted to NOK 1,473 million 31 December 2025 (NOK 1,138 million), corresponding to an equity ratio of 25 per cent (22 per cent). The increase in equity is primarily due to the capital contribution of NOK 235 million mentioned below.
As per December 31, 2024, the Group was in breach with two covenants in its loan agreement, related to leverage and interest cover ratio. An amended and extended loan agreement was signed with the banking syndicate in September 2025. The amended terms include an extension of the facility period by 18 months from the original termination date of January 1, 2027 and revised covenant thresholds.
As a part of the new loan agreement, additional capital amounting to NOK 235 million was contributed in September.
Cash flow and investments
Cash flow from operating activities amounted to NOK 552 million in 2025 (NOK 421 million), an increase of NOK 132 million mainly as a result of higher operating result.
Cash flow from investing activities amounted to NOK -206 million in 2025 (NOK -335 million) primarily related to acquisition of subsidiaries for both periods.
Cash flow from financing activities in the period amounted to NOK -27 million in 2025 (NOK -97 million). Cash flow used in financing activities in the period decreased primarily due to increased proceeds from interest bearing debt of NOK 141 million and increased proceeds from equity of NOK 222 million. This was partly offset by increased repayment of interest-bearing debt of NOK 205 million, higher interest expenses and other financial expenses paid, as well as higher lease payments as a consequence of more companies in the Group.
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 and continuously improve financial performance. HG included six new craft companies in Denmark during 2025 and ten during 2024. Two new high-quality crafts businesses were included in Germany in 2025 compared to three in 2024.
The Swedish team was strengthened with a new general manager Q1 2026, which will lead the Swedish segment through the important period ahead.
Market risk and uncertainties
The Group is exposed to risk related to changes in economic conditions in our markets that affect future cash flows due to changes in pricing or demand for our services.
A turbulent geopolitical climate, war in Ukraine and Gaza, including a historical high interest rate environment have had an effect on the economy in general in each of our respective markets. The high-interest rate environment has primarily impacted the new build construction markets in Norway and Sweden. The construction sector has in these two countries experienced historically low new build activity. The geopolitical environment became more complex in the first quarter of 2026, as the war in Iran generated region-wide ripple effects and immediate increases in energy prices. It is unclear what the net effect of these developments will be on the economy over the course of 2026. At the same time a number of countries within EU, including Germany, is planning for significant investments in defense and infrastructure, 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 and 2025, especially in Sweden but also in Norway, with less contracts to bid on with the most significant impact within new build. At the same time HG's craft companies have extensive experience delivering in good as well as challenging times. Swedish Riksbank cut its prime rate a number of times during 2024 and 2025, and interest rates in Sweden is now at a level which is more constructive for new build activity. Interest rates in Norway are relatively higher, and rate cuts are proceeding more slowly, with inflation remaining high. The market in Sweden is expected to improve incrementally during 2026, while the Norwegian market is more uncertain.
The Group is exposed to risks related to the availability of relevant labor, as a proportion of the workforce has switched to other professions during a period of market downturn and/or moved to other countries. Recruitment into relevant professions has also declined. This risk may increase if the market for our services grows.
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.
Interest rate and currency 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. In the first quarter of 2026 we amended our Syndicated Financing Agreement as well as our PIK facility to convert some of our existing facilities from a NOK based facility to to DKK and EUR based facilities to better align with our cash-flows in these currencies. 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 and we continue 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 2026 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 936 million and total equity amounted to NOK 709 million as of 31 December 2025, corresponding to an equity ratio of 76 per cent. The board of directors determined that Wall Topco had adequate equity and liquidity at year end 2025.
The board proposes the following disposition of the annual loss in Wall Topco AS:
Other equity NOK -0,4 million
Total allocated NOK -0,4 million
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 6.3% of total working days in 2025 compared to 7.6% in 2024.
Work with health and safety is a high priority at HG. We are committed to creating a safe and healthy work environment through a strong safety culture for our employees, so that every employee gets home safe - every day. That's why we have continued our focus on occupational health and safety through ongoing engagement on safety in all our companies. Safety is everyone's responsibility, and our goal is to avoid accidents, injuries and illness 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. We also recognize that a healthy working environment goes beyond the physical. We strive to ensure a psychologically safe workplace through manageable workloads, clear role expectations, adequate support, and constructive handling of conflicts and emotional demands. Our continuous improvement initiatives relate 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 across several channels including the HG school, craftspeople meetings and general manager meetings, to name a few. During 2025, a total of 112 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”)). This resulted in an LTIFR (LTI frequency rate) of 10.9. Reducing our LTIFR is a key priority in our Sustainability Strategy, with a long-term target of 6 by 2030.
Development of employees and talent development is also a high priority in the HG companies. We offer training for employees through the HG school and strive to retain our experienced and competent employees. 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 performing 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 12% by 2030. In 2025, the share of apprentices was 8.4%.
The culture in HG is characterized 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, beliefs or orientation. Promoting equality and inclusion is a defined focus area in HG’s Sustainability Strategy, and we work actively to foster a diverse and inclusive workplace for all employees. 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 24% women and 76% men.
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 is the Nordic region’s leading group within surface treatment, and we are committed to being equally leading when it comes to environmental responsibility. We recognize that our operations have a real impact on the environment, and in a world where demands on sustainability are only increasing, we take that responsibility seriously. Whether painting, bricklaying, wallpapering, or installing floors and tiles, we strive to deliver high-quality results in a way that is sustainable – for our customers, our communities, and the planet.
HG has since 2021 reported on Scope 1 and Scope 2 greenhouse gas (GHG) emissions. Over the following years, we progressively expanded our carbon inventory to include the most relevant Scope 3 categories, improving both the coverage and quality of our data collection. In 2025, HG reported total absolute GHG emissions of 65,149 tCO2e across Scope 1, 2 and 3, and work is ongoing to improve the quality and accuracy of our carbon inventory further. HG has a long-term target of net zero GHG emissions by 2050, and during 2026 we will begin drafting and implementing a decarbonization plan to set out how we will get there.
Reducing our environmental footprint is a core part of HG’s Sustainability Strategy, with a particular focus on fleet transition and waste. We are working towards a gradual transition to electric vehicles (EVs), with 20% of our car fleet currently being EVs, and a long-term target of 100% EVs by 2040. On waste, we are actively working to reduce volumes sent to landfill or incineration, and are raising awareness around microplastics – particularly through responsible tool cleaning practices. We encourage our companies in Norway and Sweden to be environmental beacon or ISO 14001 certified, where relevant. During our work, we also explore solutions that promote reuse, rather than always choosing new products or 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.
The company's statement in accordance with the Norwegian 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. The DMA was completed during 2025 in accordance with CSRD requirements, confirming nine material sustainability topics across environment, social and governance. These material topics directly inform our Sustainability Strategy and goals and will form the basis of HG’s CSRD reporting. To strengthen our sustainability capabilities and ensure effective implementation of the CSRD, we recruited a dedicated Group Sustainability Manager to support this critical area during 2025.
HG is not subject to mandatory CSRD-aligned sustainability reporting for the current reporting period. Under Norwegian law – through the amendments to the Norwegian Account Act (Regnskapsloven) that entered into force on 1 November 2024 – the CSRD reporting obligations are being introduced on a phased basis, aligned with the EU timeline. As a large, non-listed private company, HG will be required to publish its first CSRD-aligned sustainability statement for the financial year 2027, with publication in 2028.
Significant events after the reporting date
HG initiated capital raise during February 2026. The share offering targeted approximately 800 minority shareholders. The capital raise closed on March 19 and resulted in a cash capital contribution of approximately NOK 136 million.
Signed in Oslo, 30 April 20261