Annual Report 2025
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About NordhealthNordhealth is a healthcare SaaS company founded in 2001. We are committed to revolutionize healthcare delivery through innovative software solutions. Our flagship Practice Management Software (PMS), Provet for veterinary practices and Therapy Unified Platform for therapy practices, empower healthcare professionals to streamline operations, improve patient care and fuel business growth.
We are capitalizing on two major technological shifts in the healthcare space. The shift from on-premise or hosted software towards cloud-based software, and the productivity gains that are now achievable with AI powered workflows. Provet and Therapy Unified Platform are well positioned to be leaders in this transition in their industries. We remain committed to helping clinics embrace this evolution and achieve long-term success by providing intuitive and fast software.
Mission-critical Software
Our PMS is a mission-critical software for veterinary or therapy practices, functioning seamlessly as both the front and back office system of record:
Appointment scheduling and shift management: Simplify scheduling, optimize staff allocation, and ensure smooth clinic operations.
Patient management and electronic health records (EHR): Store and manage patient information efficiently, enabling informed care decisions.
Billing and invoicing: Automate billing processes, improve cash flow and minimize errors.
Reporting and analytics: Gain valuable insights to make data-driven decisions and drive success.
Government compliance: Streamline reporting for regulations like HelseNorge (Norway) or Kanta (Finland) with automated tools and comprehensive dashboards.
Communication tools: Enhance communication with patients and staff for better collaboration.
Inventory management and workfiow automation: Reduce time spent on manual tasks and optimize resource utilization.
2025 in briefHighlights
ARR* increased to EUR 44.0 M in December 2025, an 8.7% increase year-over-year (constant currency**)
Full year recurring revenue increased 13.6% to EUR 45.6 M (Dec-24: EUR 40.2 M)
Investments in medium-term growth enablers (DACH localization and AI functionalities) decreased EBITDA to EUR -1.2 M from EUR 3.1 M in 2024
EUR in thousands | 2025 | 2024 | Change % |
Total revenue | 50 841 | 45 675 | 11.3% |
Other operating income | 244 | 137 | 78.1% |
Operating expenses | (52 271) | (42 723) | -22.4% |
EBITDA | (1 186) | 3 088 | -138.4% |
EBITDA margin | -2.3% | 6.8% | |
Depreciation and amortization | (11 283) | (10 814) | -4.3% |
EBIT | (12 469) | (7 726) | -61.4% |
EBIT margin | -24.5% | -16.9% | |
Net result | (12 681) | (7 674) | -65.3% |
Net result margin | -24.9% | -16.8% | |
Headcount | 464 | 411 | 12.9% |
* All information regarding ARR in the annual report stands for 'implemented annual recurring revenue' and it's solely from our Therapy and Veterinary business divisions. ARR is the value of recurring revenue of software subscriptions that has been normalized for a single calendar year.
** When 'constant currency' is written in this annual report, it means that revenue comparisons are being made as if there had been no changes to FX rates since December 31st of the previous year. All ARR comparisons in this report are based on constant currency.
2025 CEO letter to shareholders
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To our Shareholders:
2025 was a strategic year in which Nordhealth continued its growth trajectory, while at the same time laying foundations for the future. 2025 ARR growth in our flagship cloud platforms was 24.7% (26.6% in the Veterinary business unit and 20.1% in the Therapy business unit). Our revenue quality remains high with a gross churn on these platforms of only 2.9% in 2025.
In the Veterinary business we continued our organic push in key growth markets. Notably, UK ARR grew 35.5% from EUR 4.5M in 2024 to EUR 6.1M in 2025, US ARR grew 41.7% from EUR 1.2M to EUR 1.8M, and Southern Europe ARR grew 27.8% from EUR 1.8M to EUR 2.4M. This international success is due to the depth, quality, and security of our workflows, which makes our flagship platform Provet a great fit for large enterprise groups.
Additionally, in 2025 we commenced investment into localising our flagship Veterinary platform for the DACH market. In 2022 we acquired one of Germany's largest legacy veterinary practice management software providers Vetera; by localising our flagship platform for DACH we will enable ourselves to migrate over the Vetera clients and deliver greater value to them. This localisation will also put us in a good position to win the DACH region's nascent, but rapidly consolidating enterprise segment.
In the Therapy business, our priority remains the migration of clients from the legacy Aspit platform we acquired in 2021, to our flagship Therapy Unified Platform. Norwegian localisation of the Unified Platform progressed well in 2025, and during the year we migrated our first 800 users.
Across both business units, we have stepped-up investments in developing our AI features. We are convinced that thoughtfully embedding AI into our healthcare practitioners' core workflows, will allow them to perform their jobs with greater speed and accuracy. In the Therapy business unit, our AI assistant already has 900 paying users at Dec-25, with a total of 60,000 hours of transcription, and 137,000 summaries in Q4 alone.
Looking ahead, we are confident that the strategic investments made in 2025, and our healthy balance sheet (EUR 14.7 million in cash and no debt as at Dec-25), will set us up well for future growth. Via a combination of continued penetration internationally, and AI-led product expansion, Nordhealth is perfectly positioned to deliver strong growth and healthy profits in the future. Thank you for your continued trust and support.
Charles MacBain
Chief Executive Officer, Nordhealth
Nordhealth Annual Report 2025 5
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Board of Directors' report
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Growth
Annual Recurring Revenue (ARR) increased by 8.7% year-over-year (constant currency), reaching EUR 44.0 million in December 2025, up from EUR 40.5 million at the end of 2024. Growth in our flagship cloud products was 24.7% (26.6% in the Veterinary unit and 20.1% in the Therapy unit).
Total recurring revenue grew 13.6%, from EUR 40.2M in 2024 to EUR 45.6M in 2025, and total revenue grew 11.3% from EUR 45.7M to EUR 50.8M. The lower growth in non-recurring revenue was due to implementation, which was particularly strong in 2024 due to the large-scale implementation of the UK enterprise group CVS.
The high quality of our revenue is demonstrated by a low gross churn rate on our flagship platforms of 2.9%.
Profitability
In 2025 Nordhealth chose to accelerate investments into platform scalability, advanced AI features, and DACH localization for Provet. As a result of this accelerated investment strategy, Adjusted EBITDA minus CAPEX was EUR -3.3 million, compared to EUR -1.2 million in 2024.
This decrease was primarily driven by the expansion of our R&D teams. Overall headcount at Nordhealth grew from 411 to 464 people in 2025.
The Group's balance sheet remains strong, providing continued operational flexibility. We ended the year with EUR 14.7M in cash and zero debt.
Therapy
The Therapy division's year was defined by two primary focus areas: the migration of Aspit legacy users to the flagship Unified Platform, and the development of AI features. The first 800 users have been successfully migrated from Aspit in 2025.
In 2025 we launched our AI scribe for therapists in Norway, and it was subsequently rolled out in Denmark and Finland. The initial uptake has been encouraging, with over 900 paying customers by the end of the year. We view this as the foundation for building new AI functionalities and workflows that will fundamentally transform how practice management software is utilized.
In addition to the migration activity, the Therapy division's implemented ARR grew 5.6% (in constant currency) from €16.3M in December 2024 to €17.2M in December 2025.
We are enthusiastic about the future, as the completion of migrations will provide a meaningful increase to EBITDA - CAPEX, and allow our development focus to transition to new innovations.
Market conditions, driven by aging populations, growing mental health demand, therapist shortages, and regulatory demands, remain favorable. Our integrated, AI-driven PMS enables therapists to streamline admin, and spend more time with patients.
Veterinary
The Veterinary business achieved a 10.9% growth in implemented ARR, from €24.2M in December 2024 to €26.8M in December 2025. Our growth markets of the UK (35.5% ARR growth), USA (41.7% ARR growth), and Southern Europe (27.8% ARR growth), continued to be the key drivers of the growth of the business unit. In 2025 we also commenced investment into localising our flagship veterinary platform for DACH, to create an additional growth market for Nordhealth.
Provet is the platform of choice for veterinary clinics and large enterprise customers, evidenced by the low gross churn rate of -2.7% in 2025, an improvement from -4.8% in 2024. As the veterinary market consolidates, growth will increasingly be driven by larger chains; Provet's enterprise solution is well positioned to capture these opportunities. To maintain our competitive edge, we are continuously investing in improving the user experience, expanding our product range, and embedding advanced AI capabilities.
The development work undertaken to meet the complex demands of large enterprise customers also benefits our valued SME customers, as all clients can access our latest features. This year we strengthened our product development organisation with the recruitment of a new CTO, James Stanier, and a new VP of Product, Amy Barker. The changes made in 2025 have decreased development lead time (from 29.5 days in Jan 2025, to 1 day in Dec 2025), and increased velocity, ensuring a quicker response to localization needs and the delivery of more intuitive AI features, ultimately leading to more satisfied customers.
Consolidated Financial Results for the Group
The financial statements are prepared in accordance with Norwegian legislation and Norwegian Generally Accepted Accounting Principles. The presentation currency is EUR. All numbers
are presented in EUR thousands, unless otherwise stated. The figures in the tables have been rounded to the nearest thousand euros, so they may not add up to precise totals. The numbers in brackets within text refer to the value in the corresponding period a year earlier, unless otherwise stated except for balance sheet items which refer to the end of the previous financial year.
Total revenue grew by 11 (24) % in 2025 and amounted to EUR 50,841 (45,675) thousand. The share of recurring revenue of the total revenue in 2025 was 90 (88) % amounting to EUR 45,647 (40,196) thousand resulting in 14 (21) % growth.
Total personnel costs in 2025 amounted to 55 (51) % of revenues. The increase is mainly due to performance share option plan (PSOP) bookings (1.3M EUR), increases in headcount, and restructuring expenses. Personnel costs don't include the expenses from EOR (Employer of Record) headcount and freelancers, as those are shown in other operating charges. Other operating charges amounted to 29 (28) % of total revenues.
Reported EBITDA amounted to EUR -1,186 (3,088) thousand in 2025.
Total financial income and expenses in 2025 totaled EUR 176 (1,089) thousand consisting mainly of foreign currency and money market fund revaluations.
Non-recurring items in 2025 amounted to EUR 2,583 (281) thousand and relate mainly to PSOP bookings and reorganisation costs during 2025. There were no Non-recurring items in the net financial items, compared to the EUR 301 thousand in 2024.
Total non-current assets amounted to EUR 49,490 (55,739) thousand at the end of December 2025. Total intangible assets amounted to EUR 48,517 (54,767) thousand at the end of the period. In addition to goodwill, intangible assets mainly consist of capitalized product development costs. Development activities focus on adding new features to our flagship products as well as the localization of the products for new market entry.
Total current assets amounted to EUR 22,038 (27,225) thousand at the end of December 2025.
Cash and cash equivalents amounted to EUR 4,360 (4,095) thousand. The company has EUR 10,343 (15,527) thousand of cash in money market funds. The combined value of money market fund holdings and cash amounted to EUR 14,703 (19,622) thousand at the end of the reporting period.
Total equity at the end of December 2025 amounted to EUR 61,558 (73,632) thousand. The Company completed one share buyback program during 2025 acquiring 300,000 shares under the program for a total consideration of EUR 1,026 thousand. In 2025 a total of 48,045 shares were given to employees in accordance with the Group performance shares program.
Total current liabilities totaled EUR 9,963 (9,098) thousand at the end of December 2025.
Net cash flow from operating activities in the full year 2025 was EUR 719 (1,848) thousand. Net cash flow from investing activities amounted to EUR 402 (-2,770) thousand, with investments in tangible and intangible assets of EUR -5,093 (-5,020) thousand. Net cash flow from financing activities amounted to EUR -885 (0) thousand.
Financial results for Nordhealth AS
Nordhealth AS was incorporated on 6 April 2021. The financial statements of Nordhealth AS are prepared in accordance with Norwegian legislation and Norwegian Generally Accepted Accounting Principles. The presentation currency is NOK. All numbers are presented in NOK thousands, unless otherwise stated. The figures in the tables have been rounded to the nearest
thousand NOK, so they may not add up to precise totals. The numbers in brackets within text refer to the value in the corresponding period a year earlier, unless otherwise stated except for balance sheet items which refer to the end of the previous financial year.
Nordhealth AS does not have any revenues or employees but is paying board remuneration fees for external board members. Total operating charges for 2025 amounted to NOK 7,813 (6,136) thousand and total financial income and expenses totalled NOK -176 (256) thousand. Net result for the year was NOK 24,011 (8,370) thousand.
In 2025 cash flow from operations was NOK -3,176 (-631) thousand. At the end of 2025 cash and cash equivalents amounted to NOK 751 (1,664) thousand.
At the end of 2025 total assets amounted to NOK 3,180,820 (3,163,643) thousand consisting mainly of shares in subsidiaries. Total equity amounted to NOK 3,175,325 (3,160,453) thousand. The Company has no long-term liabilities.
Dividend payment
On 31 December 2025 the parent company's distributable funds totalled NOK 3,130,258 thousand. The Board of Directors proposes to the Annual General Meeting that no ordinary dividends be distributed for the financial year 2025.
Going Concern
In accordance with the Norwegian Accounting Act, the Board of Directors confirms that the annual accounts have been prepared in accordance with the going concern assumption. The confirmation is based on an estimated long-term profitable growth and Group's equity standing and strong cash position.
Research and development
The Group focuses on developing its cloud-based flagship products, particularly by embedding advanced AI functionalities that optimize clinical workflows for our customers. In addition, local and global integrations are crucial for meeting the diverse needs of different markets.
Maintaining Nordhealth's current market position and serving future demands requires the Group to deliver new technology and/or make the necessary updates to existing products. Failure to
do so could result in both loss of existing customers and failure to attract new ones. In 2025, development expenses totalling EUR 4,713 (4,800) thousand have been capitalized and EUR 13,346 (9,203) thousand have been recorded as an expense.
Impact on external environment
As a software company the Group's operations do not directly have a material negative effect on the environment. Wherever possible, the Group chooses renewable energy sources in their operations. The Group's remote-first workforce model also reduces carbon footprint and effective collaboration tools reduce unnecessary physical travel.
The Norwegian Transparency Act
The Company is dedicated to ensuring that basic human rights and decent working conditions of everyone connected to its business are respected. The company has published a full report on the company web-pages at https://nordhealth.com/investor/corporate-governance/.
Headcount and personnel expenses
People and their well-being are at the core of all activities. Responsibility is reflected in Nordhealth's operations in the everyday lives of employees. These include securing our employer's promises and employee benefits. Nordhealth as an employer emphasizes opportunities for professional progression, and a work-life balance in an inclusive culture. The Group's remote-first model is an opportunity to work from anywhere. This can only be achieved
by ensuring that the general principles used when recruiting and onboarding strengthen equality and inclusion - without discriminating based on background, nationality, gender or age of the staff.
Nordhealth had a headcount 464 (411) at the end of 2025 including EOR (Employer of Record) and freelancers. Total headcount represents more than 52 different nationalities in over 32 countries of all ages. Absences due to sick leave averaged to 2,0 (3,0) % in 2025. No accidents or injuries occurred during the year. As at the end of 2025, members of the management team consisted of 5 males. The Board of Directors consisted of 3 males.
Average number of headcount*
Group 2024
446
Group 2025
400
Headcount by country 31.12.* | Group 2025 | Group 2024 |
Finland | 216 | 173 |
Norway | 76 | 73 |
Other Nordic countries | 45 | 66 |
Other countries | 127 | 99 |
Total | 464 | 411 |
* Including EOR and freelancers
Board of Directors
The Board of Directors on Nordhealth AS consists of 1 to 7 members. During 2025 the Board consisted of a Chairperson and two Board Members.
Name | Role | Served since | Term-expires |
Didier Breton | Chairperson | 2021 | 2027 |
Janne Huttunen | Board Member | 2021 | 2027 |
Philippe Vimard | Board Member | 24.4.2023 | 2027 |
The liabilities of the Company's Board of Directors and the Group's key management is covered by a Directors and Officers (D&O) insurance policy.
Shares and shareholders
As at 31 December 2025 the Nordhealth AS had a total of 78,813,953 shares outstanding. The Company's shares are divided into two share classes. A-shares comprise a total of 45,594,543 shares and carry one vote and equal rights in all respects, including rights to dividends. All
A-shares are freely transferable and subject to trading in the Euronext Growth Marketplace.
B-shares comprise a total of 34,597,203 shares and are unlisted shares. Each B-share carries 10 votes per share and may at any time, at the option of the holder, be converted into an A-share. If the Unlisted Shares constitute less than 5% of the outstanding number of shares in the Company, they will automatically be converted to A-shares.
On 27 May 2025, the Annual General Meeting of Nordhealth AS was held. In this meeting, the Board of Directors was granted an authorisation to increase the Company's share capital, in one or more rounds, by up to NOK 12,028,761.90 which is equivalent to approximately 15% of the current share capital, by issuance of A-shares. The shareholders' preferential right to subscribe
for the new shares pursuant to Section 10-4 of the Norwegian Private Limited Liability Companies Act may be deviated from. The authorization comprises share capital increases against contribution in kind and the right to incur specific obligations on behalf of the Company, cf.
Section 10-2 of the Norwegian Private Limited Liability Companies Act. The authorization covers share capital increases in connection with mergers pursuant to Section 13-5 of the Norwegian Private Limited Liability Companies Act. Board of Directors was also granted an authorisation to acquire own shares with a total nominal value of up to NOK 12,028,761.90, which is equivalent to approximately 15% of the current share capital. The maximum amount which can be paid for each share is NOK 50 and the minimum is NOK 1. These authorizations were valid until the Company's annual general meeting in 2026, but no longer than 30 June 2026.
The Company completed one share buyback program during 2025 and acquired 300,000 shares under the program for a total consideration of NOK 10.8 million. The company holds 1,377,793 shares at the end of the financial year December 2025.
TOP 10 shareholders on 31 December 2025
Investor | A-shares | B-shares | Number of total shares | % of total | Type | Country |
J.P. Morgan SE * | 12 937 736 | 29 987 429 | 42 925 165 | 54 % | Nominee | Luxembourg |
Goldman Sachs International | 8 567 855 | 0 | 8 567 855 | 11 % | Nominee | United Kingdom |
Citibank | 579 476 | 3 463 356 | 4 042 832 | 5 % | Nominee | Ireland |
Morgan Stanley & Co. Int. Plc. | 3 343 635 | 0 | 3 343 635 | 4 % | Nominee | United Kingdom |
FJARDE AP-FONDEN | 3 270 000 | 0 | 3 270 000 | 4 % | Ordinary | Luxembourg |
Nordnet Bank AB | 933 166 | 974 283 | 1 907 449 | 2 % | Nominee | Sweden |
The Bank of New York Mellon SA/NV | 1 800 000 | 0 | 1 800 000 | 2 % | Nominee | Belgium |
RBC INVESTOR SERVICES TRUST* | 1 734 951 | 0 | 1 734 951 | 2 % | Nominee | Ireland |
BofA Securities Europe SA | 1 594 199 | 0 | 1 594 199 | 2 % | Nominee | France |
Avanza Bank AB | 1 499 363 | 0 | 1 499 363 | 2 % | Broker | Sweden |
Total number owned by top 10 | 36 260 381 | 34 425 068 | 70 685 449 | 88 % | ||
Total number of shares | 45 594 543 | 34 597 203 | 80 191 746 | 100 % | ||
*Charles MacBain and his family members
Overall, the CEO owns 40.40% and the CEO and his family own 56.67% of Nordhealth outstanding shares respectively.
Risks
Operational risks
Although most of the Group's contracts with customers for use of the Group's Software-as-a-Service ("SaaS") services are automatically renewed, the Group is still dependent on retaining existing contracts and obtaining new contracts on acceptable terms, to maintain and/or increase its revenues. If the Group fails in retaining existing customers and attracting new customers, it could have a material adverse effect on its results of operations, cash flow, financial condition and/or prospects.
The effectiveness of the Group's software platform is highly dependent on valuable partnerships with respect to IT-applications used by the Group and integration with necessary software, especially integration with various systems utilised by the Group's customers and partners.
Although the Group has successfully entered into valuable partnerships and integrated their technology with third party suppliers, any changes in such third-party systems may result in the Group's technology being incompatible with such system and in turn may have a material adverse effect on the Group's results of operations, financial condition and/or prospects.
The Group is handling data within the healthcare sector and other sectors that may be linked to individual persons, which by its nature is highly sensitive. The Group is liable to its customers, regulatory authorities, and the individuals whose personal data is handled for damages caused by
unauthorized use or disclosure of personal data as well as sensitive and confidential information. Unauthorized disclosure of any such information may result in significant fines and may damage the Group's brand and/or reputation and may lead to customers attempting to cancel existing agreements with the Group. These factors may in turn have an adverse effect on the Group's ability to attract and retain customers and partners and in turn adversely affect the Group's business, cash flow, operating results, and financial position.
The Group's business requires specialized and skilled personnel. There is a risk that the Group will be unable to keep enough appropriate key executives, key employees, and qualified new employees to effectively manage the business. There can be no assurance that the Group will be successful in retaining its key executives, key employees and qualified employees or replace such personnel with corresponding qualifications. If the Group fails to do so, it could have a material adverse effect on the Group's business, prospects, financial results and/or results of operations.
Financial risks
The Group is dependent on having access to long-term funding and may in the future require additional funding in the form of either debt or equity to successfully execute its strategy and to finance further growth. There can be no assurance that the Group will be able to raise
additional capital necessary to conduct its ongoing and future operations, at the required time or on acceptable terms and there can be no assurance that the Group will not experience net cash flow shortfalls exceeding the Group's available funding sources. If required funds are not available, this could have a material adverse effect on the Group's business, financial condition, and prospects.
Mergers and acquisitions
As part of the Group's growth strategy, the Group considers the acquisition of other companies to expand the Group's existing business and create economic value. The Group cannot assure that it will be able to consummate any such transactions or that any future acquisitions will be consummated at acceptable prices and terms.
The Group continually evaluates potential acquisition opportunities in the ordinary course of business, including those that could be material in size and scope. Acquisitions involve a number of special risks, including (i) the diversion of management's attention and resources
to the assimilation of the acquired companies and their employees and to the management of expanding operations, (ii) problems associated with maintaining relationships with employees of acquired businesses, (iii) the increasing demands on the Group's operational systems and technical capabilities, (iv) ability to integrate and implement effective disclosure controls
and procedures and internal controls for financial reporting within allowable time frames, (v) risks associated with the ability to fund expected and unexpected capital costs and expenses associated with any acquired entity/assets and (vi) the loss of key employees of acquired entities/ assets.
The Group may also become responsible for unexpected liabilities that the Group failed or was unable to discover in the course of performing due diligence in connection with historical
acquisitions and any future acquisitions and indemnification rights which have been obtained, or will in the future be obtained, may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the assets acquired. Any of these liabilities, individually or in the aggregate, would, if materialized, have a material adverse effect on the Group's businesses, products, prospects, financial condition and results of operations.
Currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to exchange rate fluctuations. Exposure to currency risks arises primarily when receivables and payables are denominated in a currency other than the operating company's local currency. In addition, the Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures on translation, primarily with respect to fluctuations in the EUR/NOK, EUR/ SEK, EUR/GBP and EUR/USD exchange rate. The Group manages its currency risk by closely monitoring the currency fluctuations and does not hedge its currency risk.
Credit risk
The Group has a significant amount of trade receivables and will be dependent on being able to collect such receivables. Consequently, the Group may be exposed to financial loss if a customer or counterparty fails to meet its contractual obligations. To the extent payment is done by payment letter or credit or otherwise given, the Group is vulnerable to credit risk and any failure by its counterparties to meet their obligations may affect the Group's income. Failure to collect its trade receivables or customers' unwillingness or inability to pay could have a material impact on the Group's business and financial condition.
With a wide customer base, credit risk from a single counterparty is limited.
Dividend policy
The Company currently intends to retain future earnings to finance the growth and development of its business. The Company's dividend policy will be reviewed from time to time and payment of any future dividends will be effective after the Shareholders approval as recommended by
the Board of Directors of the Company after considering various factors including the Group's business prospects, cash requirements, financial performance, new product development, plans for international expansion and the legal restrictions. If the Company declares any dividends, the same dividend per share will be paid on the Shares and the Unlisted Shares.
Guidance for 2026
The management estimates a full year reported recurring revenue between EUR 50.0M and EUR 53.0M excluding acquisitions (2025 actual: EUR 45.6M) and Adjusted EBITDA - CAPEX between EUR -4.0M and EUR -1.0M excluding acquisitions (2025 actual: EUR -3.3M).
The Board of Directors of Nordhealth AS, Oslo 9 April 2026
Charles MacBain
CEO
Didier Breton
Chairman of the Board
Philippe Vimard
Board Member
Janne Huttunen
Board Member
Consolidated Financial Statements
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EUR in thousands | Note | 2025 | 2024 |
Recurring revenue | 45 647 | 40 196 | |
Other revenue | 5 194 | 5 479 | |
Total revenue | 4 | 50 841 | 45 675 |
Other operating income | 244 | 137 | |
Total operating income | 51 084 | 45 812 | |
Material and services | (9 545) | (6 649) | |
Personnel expenses | 5 | (27 755) | (23 361) |
Other operating charges | 6 | (14 971) | (12 714) |
Total operating expenses | (52 271) | (42 723) | |
Operating profit (loss) before depreciation and | (1 186) | 3 088 | |
amortization | |||
Depreciation and amortization | 9 | (4 993) | (4 502) |
Amortization of goodwill | 9 | (6 290) | (6 312) |
Total depreciation and amortization | (11 283) | (10 814) | |
Operating profit (loss) | (12 469) | (7 726) | |
Interest and other financial income | 8 | 961 | 1 485 |
Interest expenses | 8 | (44) | (37) |
Other financial expenses | 8 | (741) | (358) |
Total financial income and expenses | 176 | 1 089 | |
Profit (loss) before tax | (12 292) | (6 637) | |
Taxes | 7 | (389) | (1 036) |
Net profit (loss) | (12 681) | (7 674) | |
Consolidated Balance Sheet
EUR in thousands ASSETS | Note | 2025 | 2024 |
Intangible assets | |||
Intangible assets | 9 | 13 226 | 13 267 |
Deferred tax assets | 7 | 90 | 84 |
Other intangible assets | 9 | 198 | 35 |
Goodwill | 9 | 35 004 | 41 381 |
Total intangible assets | 48 517 | 54 767 | |
Tangible assets | |||
Machinery and Equipment | 272 | 297 | |
Total tangible assets | 272 | 297 | |
Financial assets | |||
Other shares and similar rights of ownership | 643 | 643 | |
Other long-term receivables | 59 | 33 | |
Total financial assets | 702 | 676 | |
Total non-current assets | 49 490 | 55 739 | |
Accounts receivable | 10 | 5 029 | 5 778 |
Other receivables | 1 000 | 706 | |
Prepayments and accrued income | 1 306 | 1 119 | |
Total receivables | 7 335 | 7 603 | |
Money market funds | 11 | 10 343 | 15 527 |
Total investments | 10 343 | 15 527 | |
Cash and cash equivalents | 11 | 4 360 | 4 095 |
Total cash and cash equivalents | 4 360 | 4 095 | |
Total current assets | 22 038 | 27 225 | |
Total assets | 71 528 | 82 964 | |
EUR in thousands EQUITY AND LIABILITIES | Note | 2025 | 2024 |
Paid-in equity | |||
Share capital | 14 | 7 848 | 7 848 |
Treasury shares | 14 | (122) | (97) |
Share premium reserve | 14 | 109 400 | 109 400 |
Total paid-in equity | 117 126 | 117 149 | |
Retained earnings | |||
Other equity | 14 | (55 568) | (43 518) |
Total retained earnings | (55 568) | (43 518) | |
Total equity | 61 558 | 73 632 | |
Other non-current liabilities | 8 | 233 | |
Total non-current liabilities | 8 | 233 | |
Deferred revenue | 1 273 | 1 294 | |
Accounts payable | 1 518 | 1 534 | |
Other current liabilities | 1 753 | 1 646 | |
Accrued expenses | 15 | 5 419 | 4 624 |
Total current liabilities | 9 963 | 9 098 | |
Total equity and liabilities | 71 528 | 82 964 | |
The Board of Directors of Nordhealth AS, Oslo 9 April 2026
Charles MacBain
CEO
Didier Breton
Chairman of the Board
Philippe Vimard
Board Member
Janne Huttunen
Board Member
Consolidated Cash Flow Statement
EUR in thousands | 2025 | 2024 |
Cash fiow from operations | ||
Profit (loss) before income taxes | (12 292) | (6 637) |
Taxes paid for the period | 40 | (124) |
Other non-cash items | 2 080 | (1 132) |
Depreciation and amortization | 11 283 | 10 814 |
Change in trade debtors | 713 | (881) |
Change in trade creditors | (16) | 3 |
Change in deferred revenue | (21) | 308 |
Change in other accruals | (1 068) | (502) |
Net cash fiow from operations | 719 | 1 848 |
Cash fiow from investments Investments in tangible and intangible assets Proceeds from / (investments in) money market funds | (5 093) 5 495 | (5 020) 2 250 |
Net cash fiow from investments | 402 | (2 770) |
Cash fiow from financing | ||
Purchase of own shares | (885) | - |
Net cash fiow from financing | (885) | - |
Net change in cash and cash equivalents | 236 | (922) |
Cash and cash equivalents at the beginning of the period | 4 095 | 5 052 |
Translation difference | 29 | (35) |
Cash and cash equivalents at the end of the period | 4 360 | 4 095 |
Notes to the Consolidated Financial Statements
Document Ref: MBQUS-XGFSB-UPIYX-EECFw Page 21 of 53
Note 1 - General information
Nordhealth AS (the "Company" and, together with its consolidated subsidiaries, the "Group" or "Nordhealth") is a public limited company registered in Norway and traded on the Euronext
Growth Oslo. The Company's registered business address is Hasleveien 28A, 0571 Oslo, Norway.
Nordhealth AS was incorporated on 6 April 2021. The Company is a holding company which owns 100% of the shares in Nordhealth Oy, the former parent company of the Group, incorporated
on 14 January 2008. The Company became the new parent company of the Group following completion of the Pre-Admission Reorganisation, completed on 18 May 2021.
These consolidated financial statements were authorized for issue by the Board of Directors of Nordhealth AS on 9 April 2026. Group financial statements can be found from our website: https://nordhealth.com/investor/news-and-documents/, under financial reports.
Note 2 - Basis of presentation
The 2025 consolidated financial statements of Nordhealth AS and its subsidiaries are prepared in compliance with the Norwegian accounting act and generally accepted accounting principles in Norway. The presentation currency of Nordhealth is euro (EUR). Nordhealth Group financial statements are presented in thousands of EUR. The figures in the tables have been rounded to the nearest thousand euros, so they may not add up to precise totals. The numbers in brackets within text refer to the value in the corresponding period a year earlier, unless otherwise stated except for balance sheet items which refer to the end of the previous financial year. Nordhealth uses EUR as the presentation currency for the consolidated financial statements as this currency is used to analyze Group's KPI's and make operational decisions. Nordhealth operates in a global market, in terms of customers, employees, and investors so therefore EUR as the presentation currency can be seen more useful to Group's stakeholders.
Individual figures and total sums have been rounded for presentation purposes, which may result in rounding errors in the calculated sum amounts presented. Key figures have been calculated using exact figures.
Note 3 - Accounting principles
Consolidation principles
The consolidated financial statements comprise the parent company Nordhealth AS and companies in which the Group has control directly or indirectly. Subsidiaries are consolidated from the date on which control is transferred to Nordhealth and consolidated up to their date of their disposal. Intercompany transactions, receivables, liabilities, and unrealized margins, as well as distribution of profits within Group, are eliminated on consolidation. Shares in subsidiaries are eliminated in the consolidated financial statements against the acquired equity of the subsidiary. The acquisition cost of a subsidiary is allocated to identifiable assets and liabilities. Excess value that cannot be attributed to specific assets or liabilities is classified as goodwill and amortized over expected useful life
Currency translation
The income statements of group companies have been converted to euros by using the monthly average exchange rate for the financial period. In equity, share capital and other paid in equity are
converted at acquisition date rates and other equity has been converted at historical rate. Other balance sheet lines have been converted by using the official European Central Bank rates at the end of the financial period.
Transaction risk
The sales revenue and, respectively, purchases from Group companies are mainly generated in the local currency. Transaction risk arises from transactions and payments in currencies
other than the unit's functional currency, and when the related cash inflows and outflows differ in amount or timing. Transactions in foreign currencies are translated into the companies' functional currencies at the rate of exchange prevailing at the date of the transaction. Exchange rate gains and losses from operations are included in financial income and expenses in the statement of income.
Translation risk or equity-related exchange rate risk
The Group incurs translation risk when the equity of foreign Group companies is denominated in a currency other than the acquiring company's functional currency. In addition, the Group incurs translation risk from converting items related to goodwill or purchase price allocations denominated in a currency other than the acquiring company's functional currency into the acquiring company's functional currency.
Translation differences from exchange rate differences resulting from the translation of the financial period's result into the financial period's average exchange rate and the translation of the balance sheet items to the closing rate are recognized in equity. Cumulative translation differences related to foreign currency subsidiaries are transferred to profit or loss when the foreign currency subsidiary is divested.
Cost of issuing equity
Material transaction costs directly related to an equity transaction are recorded as a deduction from other paid-in equity. This applies to issuance of shares and results in decrease of equity.
With the company owned treasury shares, a nominal value of 1 NOK per share is recognised within share capital and the remaining value is booked to other equity.
Cash fiow statement
The cash flow statement has been prepared following the indirect method. Cash and cash equivalents include cash, bank deposits, and other short-term investments which immediately and with minimal exchange risk can be converted into known cash amounts, with due date less than three months from purchase date.
Use of estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the measurement of the reported assets and liabilities and other information, such as contingent assets and liabilities and the recognition of income and expenses in the consolidated statement of income.
The estimates are based on prior experience and assumptions concerning the future deemed most likely on the balance sheet date, related to factors such as the expected development in the Group's financial operating environment with regards to sales and cost levels. The
Group regularly monitors the accuracy of the estimates and assumptions and changes in their
supporting factors together with its business units, using several internal and external data sources. Any changes in the estimates and assumptions are entered in accounting in the period during which the estimates and assumptions are adjusted, as well as in all subsequent periods. Although these estimates and assumptions are based on the management's best knowledge of current events and actions, actual results may differ from the estimates used in the preparation of financial statements.
Management judgment is also needed in the application of accounting standards in which alternative recognition, measurement or disclosure methods exist under the current accounting standards.
The most significant management judgements relate to assumptions used in the following:
Capitalized development expenses - Note 9. Management estimates the future benefit the capitalized assets will create, the value of these assets and how many years a product or technology will generate benefits for.
Classification of assets and liabilities
Non-current assets consist of tangible and intangible assets and financial assets which mature in more than 12 months. Current financial assets include trade receivables and other receivables and other financial assets which mature in less than 12 months.
Financial liabilities are classified as non-current liabilities if they mature in more than 12 months. Liabilities maturing in less than 12 months are classified as current.
Valuation of financial assets and liabilities
At initial recognition financial assets and liabilities are measured at cost and subsequently measured at amortized cost. Permanent changes in fair value of financial assets and liabilities are recognised through profit or loss. Investment in money market fund is measured at the fair value with changes in fair value recognised in profit or loss.
Revenue recognition
The majority of the Group's revenue is recurring revenue where the software is taken into use by the customer, and the customer has the right to use the software according to the license agreement. Customers are charged a base fee per user per billing period or a percentage of revenue for the core features and can purchase additional modules through an additional subscription price or a transaction fee based on usage. Invoices are generated on annual, semi-annual, quarterly, or monthly on an upfront basis and revenue is carried over to the subscription period. Recurring revenue totalled to 90 (88) % of Group's revenue in 2025.
The Group also offers additional services related to implementation of the SaaS systems, including consultancy services, education, and data conversion. Revenue from services is recognized as income during the financial period during which the services are rendered.
The Group's revenues consist primarily of revenues related to Software-as-a-Solution services. Revenue is recognized on a straight-line basis over the lifetime of the underlying agreement, reflecting the customer's benefit of use of the subscription period.
Performance share plan
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service conditions at the vesting date. The expense profile is following graded vesting.
Performance share option plan
The grant date fair value of the Performance Share Option Plan (PSOP) is estimated using a Monte Carlo simulation with 100,000 paths. The model uses geometric Brownian motion for the share price, starting from the strike price, and incorporates constant risk-free interest rates and a peer-group derived volatility. Options are valued based on the expected discounted payoff,
calculated assuming immediate exercise upon vesting if they are in the money, where the intrinsic value is the positive difference between the simulated 20-day VWAP and the strike price at the exercise period. Vesting is performance-based, assessed quarterly throughout the performance period by calculating the annualised compounded share price growth of the simulated 20-day VWAP relative to the strike price, and mapping this growth rate to pre-defined vesting tables to determine the incremental vesting percentage. The participants bear the sole responsibility for all social security obligations arising from this plan.
Development expenses capitalization
Development expenses capitalized are mainly software development costs. Software development costs are capitalized when it is probable that future economic benefits attributable to the software will flow to the entity through revenue generation and / or cost reduction.
Development costs include external direct costs for services and internal labor related costs directly and indirectly involved in the development of the software. Capitalized software development costs are amortized on a straight-line basis over three to ten years, during which the benefits are expected to be realized.
Expenses related to research activities are expensed as they occur.
Goodwill
Group goodwill arises from business acquisition and value is based on the excess value of the acquisition cost compared to acquiree's identifiable fair value of net assets at the time of the acquisition. Goodwill is recorded in the functional currency of the acquired entity and therefore subject to conversion difference if the functional currency in the subsidiary is not EUR. Goodwill is amortized on a straight-line basis over 10 years. Management believes this 10-year period appropriately reflects the pattern over which the future economic benefits of the goodwill are consumed and realized.
Taxes
Tax expenses in the consolidated income statement comprise of tax based on taxable income together with changes in deferred taxes. The taxes based on the taxable income for the period are calculated according to the effective tax rates in each country.
Deferred taxes are calculated on all temporary differences between the carrying amount and tax value. Temporary differences arise from sources such as fair value measurement of financial assets, differences between taxable values and carrying amounts on fixed assets,
and the capitalization of intangible rights recognized in connection with business acquisitions. Deferred tax is not recognized for non-deductible impairment of goodwill or undistributed earnings of subsidiaries to the extent that it is probable that the difference will not be realized in the foreseeable future. Deferred taxes have been calculated using the tax rates enacted or tax rates of which confirmed content has been published by the closing date. Deferred tax assets are recognized for tax losses carried forward and other temporary differences to the extent
that corresponding taxable profits are likely to be generated in the future periods. Management estimates the amount of deferred tax assets and the probability of utilization on each balance sheet date. Deferred tax assets and liabilities are offset if the entity has a legally enforceable right to offset the tax assets and liabilities based on the period's taxable income, and the deferred tax assets and liabilities relate to income taxes within the same tax jurisdiction. Deferred tax assets and liabilities are presented on the balance sheet as separate items included in non-current assets or liabilities.
Government grants
The Group recognises government grants only when there is reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received. Government grants are recognised in profit or loss in the corresponding line item to which the underlying expense relates to. In the case of grants related to assets they are deducted from the carrying amount of the asset. Government grants are recognised on a systematic basis over the periods
in which the related costs for which the grants are intended to compensate are recognised. A government grant that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs is recognised in profit or loss of the period in which it becomes receivable.
In 2025 Nordhealth Finland Oy received a government grant from Business Finland, Finland's official government agency for trade and investment promotion, related to the development of Provet clinical data amounting to EUR 237 thousand.
Note 4 - Operating segments
Revenue by operating segment
2025 | % | 2024 | % | |
Veterinary | 33 154 | 65 % | 28 431 | 62 % |
Therapy | 16 302 | 32 % | 15 441 | 34 % |
Other | 1 385 | 3 % | 1 804 | 4 % |
Total | 50 841 | 100 % | 45 675 | 100 % |
Revenue by geographical areas
2025 | % | 2024 | % | |
Norway | 13 432 | 26 % | 13 756 | 30 % |
Finland | 8 893 | 18 % | 9 001 | 20 % |
United Kingdom | 7 833 | 15 % | 6 183 | 14 % |
Sweden | 5 956 | 12 % | 4 683 | 10 % |
Denmark | 4 520 | 9 % | 4 015 | 9 % |
DACH | 4 033 | 8 % | 3 843 | 8 % |
Other Countries | 6 174 | 12 % | 4 193 | 9 % |
Total | 50 841 | 100 % | 45 675 | 100 % |
Note 5 - Personnel and remuneration
Personnel expenses
2025 | 2024 | |
Salaries | 22 618 | 18 623 |
Pensions | 2 466 | 2 652 |
Social security expenses | 2 670 | 2 086 |
Total | 27 755 | 23 361 |
Average numbers of employees in 2025 was 366 (360).
In 2025, personnel expenses totalling EUR 2,594 (3,203) thousand have been capitalized as development cost.
Nordhealth operates various employee benefit plans in the countries it has a presence. The pension benefits provided by Nordhealth to its employees are organized through defined
contribution plans. Under defined contribution plans, contributions are recorded as an expense in the accounting period in which they are paid.
The Group follows the local employment laws in all of the countries we operate and our pensions schemes are based on the local laws. Pensions are handled by external pension insurance companies. The most significant defined contribution pension plan is the statutory Finnish employee pension scheme (Finnish Statutory Employment Pension Scheme "TyEL"), according
to which the benefits are directly linked to the beneficiary's earnings. TyEL is arranged through pension insurance companies. Finland had 160 employees and Norway 84 employees in their pension schemes during 2025.
The Group has no material other benefits for its employees.
Performance Share Plan, share-based payments
The Company introduced a Performance Share Plan ("Plan") for key personnel in April 2023. There are 56 key persons participating in the plan on 31 December 2025. If the performance criterion is met during the earning period, the reward will be paid to the participants in the company's shares. Performance criterion means a financial, strategic or any other criterion set by the Board as a basis for measuring any Group Company´s and/or Participant´s performance. The Plan consists of one Performance Period and followed by three Commitment Periods.
Participants will be allocated a Maximum Reward in cash converted to Shares that can be earned from the Performance Period. The amount of the Reward is determined by the achievement of performance targets during the Performance Period. The Reward will be paid in Shares after
the Performance Period and each Commitment Period. The Rewards to be paid based on the performance period 2023-2026 approximate maximum total of 132,722 shares. The Rewards to be paid based on the performance period 2024-2027 approximate maximum total of 187,810 shares. The Rewards to be paid based on the performance period 2025-2028 approximate maximum total of 402,817 shares. During the Performance Period, the company may decide on including a new Participant in the Plan.
The Reward will be paid in four (4) equal installments. The value of each Reward installment will correspond to 25% of the confirmed Reward. The first Reward installment will be paid after the end of the Performance Period and the following three installments will be paid after each
Commitment Period. If the employment of the Participant ends before the Performance Period has ended, they will lose the right to the Reward. If the employment of the key person terminates after the Performance Period, but before all Commitment Periods have ended, the participant will lose their right to future rewards. Participants are entitled to keep Rewards already received before the termination of the employment.
Share-based payment expense for the awards is based on the fair value of the shares on the grant date and reflects the estimated probability that the performance and service conditions will be met during the vesting period. The share-based expense is adjusted in future periods for changes in the expected outcome of the performance related conditions until the vesting date. Full year expenses amounted to EUR 450 thousand. The amount recognized within equity was EUR 486 thousand on 31 December 2025.
Performance Share Option Plan (PSOP)
The company announced a second shared based incentive in September 2025. The option scheme (PSOP) is exclusively for top management personnel to align their interests with the Company's long-term success and encourage contribution to value creation. As of the current
report date, the Option Plan covers four (4) individuals from the top management team.
The Option Plan grants participants the right to acquire A-shares at a pre-determined price, known as the Strike Price, once vesting conditions are met. The Strike Price is generally intended to represent the fair market value of the shares at the effective date, but the Board retains discretion to set an appropriate alternative price.
Options vest according to a predefined schedule detailed in an Option Vesting Table. Vesting is triggered only when the Company's share price reaches certain thresholds set out in the Option Vesting Table for the relevant Vesting Period. The number of options that vest is determined by the Company's Share Vesting Price (based on a 20-day Volume Weighted Average Price before each Exercise Period) against the pre-defined thresholds.
Vested Options can only be exercised during specified regular Exercise Periods, typically the last five Norwegian business days before the end of each financial quarter, or during any additional ad hoc periods determined by the Board. The total number of options granted under the plan is 7,217,260.Vested Options not exercised during one Exercise Period are not automatically carried over to the next Exercise Period, as the vested number of Options is always determined by the cumulative share price performance at the time of the Exercise Period. All options have an Expiry Date and may not be exercised later than five years after the Effective Date, unless formally extended by mutual agreement between the Company and the Participant.
The Company has discretion regarding settlement, which can involve the issuance of new shares, transfer of treasury shares, or a cash settlement based on the difference between the Share Vesting Price and the Strike Price. The company's intention is to settle the difference in equity.
Full year expenses in 2025 amounted to EUR 1,330 thousands.
CEO's salaries and benefits
2025 | 2024 | |
Salaries | 307 | 197 |
Bonus | 114 | 6 |
Options | 171 | - |
Social security expenses | 69 | 47 |
Total | 660 | 250 |
CEO bonuses are based on the Group's operational and financial KPIs approved by the board of directors on an annual basis. As from September 2025 and as of December 2025, the CEO's
compensation consists of salary and performance share option plan, without a cash bonus. There are no existing loan agreements, provision of financial guarantees or any other agreements in place that would give rise to any additional liability or payments in the form of severance pay or in any other way. CEO has no material other benefits.
In 2025 the Board members employed by Nordhealth Group did not receive additional fees for their contribution as Board members. Board remuneration to external board members amounted to EUR 16 (15) thousand in 2025. External board members were paid fees for their services as advisors amounting to EUR 165 (169) thousand. There are no share-based payments or any other agreements in place that would give rise to any additional liability or payments to the external Board members nor are there any loans granted or guarantees given to the Board members.
Note 6 - Other operating charges
2025 | 2024 | |
Employee engagement and recruiting | 933 | 1 233 |
Premise expenses | 392 | 636 |
IT expenses | 3 189 | 3 039 |
Travel expenses | 1 269 | 907 |
Marketing expenses | 1 760 | 1 739 |
Outsourced services | 5 304 | 2 940 |
Administrative expenses | 1 632 | 1 393 |
Other operative costs | 491 | 826 |
Total | 14 971 | 12 714 |
Auditing services
2025 | 2024 | |
Audit | 234 | 197 |
Technical accounting and tax counseling | 37 | 26 |
Total | 270 | 223 |
Amounts excluding VAT.
Related parties
The Group's related parties are considered to include the members of Nordhealth AS Board of Directors, the CEO, and other members of the Group Management Team, as well as the family members of the above-mentioned individuals. All transactions with related parties are based on an arm's length principle.
Note 7 - Income tax expense
Payable tax | 2025 | 2024 |
Profit (loss) before taxes | (12 292) | (6 637) |
Permanent differences | 1 684 | (1 201) |
Change in temporary differences | 1 294 | (120) |
The year's tax base | (9 314) | (7 959) |
Payable (receivable) tax | (2 049) | (1 751) |
Total tax payable (receivable) | (2 049) | (1 751) |
Temporary differences | 2025 | 2024 |
Tangible fixed assets | 869 | (191) |
Receivables | (145) | (174) |
Other temporary differences | 204 | - |
Total temporary differences | 929 | (366) |
Tax losses carried forward Not included in deferred tax base | (25 975) | (25 217) |
Total | (25 046) | (25 583) |
Calculated deferred tax/(deferred tax benefit) | (5 207) | (5 229) |
Of which deferred tax asset recognized | 148 | 109 |
Of which deferred tax asset that is not recognized | 5 059 | 5 120 |
Deferred tax/(deferred tax benefit) | 148 | 109 |
Explanation of this year's tax expense | ||
Change in deferred tax | (39) | 598 |
Prior period adjustment | (29) | (33) |
Tax on the profit for the financial period | 457 | 472 |
This year's tax expense | 389 | 1 036 |
Specification of income tax | 2025 | 2024 |
Profit (loss) before taxes | (12 292) | (6 637) |
Taxes based on the current tax rate in Norway, 22 % | 2 704 | 1 460 |
Permanent differences and other differences | 371 | (264) |
Temporary differences | 204 | (80) |
Taxes for previous financial periods | 29 | (33) |
Change in non-recognized tax assets | (87) | 742 |
Non-deductible goodwill amortization | (1 378) | (1 383) |
Other items | (1 454) | 595 |
Calculated income tax expense | 389 | 1 036 |
Losses carried forward
Entity | Country | Tax losses carried forward | Tax rate (%) | Deferred tax benefit not capitalized |
Nordhealth AS | Norway | 1 745 | 22 | 384 |
Nordhealth Oy | Finland | 2 819 | 20 | 564 |
Nordhealth Finland Oy | Finland | 19 841 | 20 | 3 968 |
Nordhealth Therapy Oy | Finland | 1 113 | 20 | 223 |
Nordhealth Germany GmbH | Germany | 457 | 15 | 69 |
Total | 25 975 | 5 207 | ||
The Group has not recognized any material deferred tax assets based on the result of 2025 or 2024.
Note 8 - Financial items
2025 | 2024 | |
Interest income | 70 | 220 |
Other financial income | 484 | 792 |
Exchange rate gains | 407 | 473 |
Total financial income | 961 | 1 485 |
Interest expenses | 44 | 37 |
Other financial expenses | 11 | 6 |
Exchange rate losses | 730 | 352 |
Total financial expenses | 785 | 395 |
Note 9 - Intangible and tangible assets
Fixed assets consist of intangible and tangible assets. Intangible assets comprise mainly goodwill, development expenses, intangible rights, and other capitalized long-term expenses, and are measured at historical cost less accumulated amortization and impairment losses, if any. Tangible assets comprise machinery and equipment and are measured at historical cost, less accumulated depreciation, and impairment losses, if any. Subsequent improvement costs related to an asset are included in the carrying value of such an asset or recognized as a separate asset, as appropriate, only when the future economic benefits associated with the costs are probable, and the related costs can be separated from normal maintenance costs.
Depreciation of tangible assets and amortization of intangible assets with a definite useful life is calculated on a straight-line basis over the expected economic life of the assets, being the following:
Machinery and equipment 3-5 years
Development expenses 3-10 years
Intangible rights 3-5 years
Other capitalized long-term expenses 3-5 years
Goodwill 10 years
Expected economic life of 10 years for goodwill is estimated based on customer life cycle expectancy.
assets | |||||
Acquisition value 1.1. | 26 233 | 1 394 | 141 | 63 242 | 91 010 |
FX Rate movements | (2) | - | (1) | (170) | (173) |
Additions | 4 713 | - | 224 | - | 4 937 |
Disposals | (467) | - | - | - | (467) |
Acquisition value 31.12. | 30 477 | 1 394 | 364 | 63 072 | 95 307 |
Accumulated amortization 1.1. | (13 503) | (856) | (107) | (21 861) | (36 327) |
FX Rate movements | 2 | - | 1 | 82 | 85 |
Amortization | (4 582) | (173) | (61) | (6 290) | (11 105) |
Disposals | 467 | - | - | 467 | |
Accumulated amortization 31.12. | (17 616) | (1 029) | (166) | (28 069) | (46 880) |
Net book value | 12 861 | 365 | 198 | 35 004 | 48 427 |
The Group estimates that future economic benefits attributable to the software to which the capitalized development expenses relate exceed their carrying amount. Ongoing development activities focus on adding new features to existing products as well as on the localisation of the products for new market entry.
Intangible Assets
Development
expenses
Intangible
rights
Other intangible
Goodwill Total
Management exercises judgment in determining whether the incurred development expenses meet capitalization criteria and whether the carrying amount of capitalized development exceeds the expected future cash flows of the software they relate to.
In 2025, development expenses totalling EUR 4,713 (4,800) thousand have been capitalized.
In 2025, personnel expenses totalling EUR 2,594 (3,203) thousand have been capitalized as development cost. 37 (46) % of the capitalized development costs in total have been internally developed.
Development costs totalling EUR 13,346 (9,203) thousand have been expensed through profit and loss.
Goodwill impairment testing
Goodwill represents the part of the acquisition cost exceeding the Group's share of the fair value of the acquired company's net assets at the time of acquisition. Goodwill is measured at original acquisition cost less amortization and impairment. Goodwill is tested if an indication for an impairment exists.
The need for impairment is reviewed at the level of cash-generating units (CGU) expected to benefit from the synergies of the acquisition. Monitoring and testing of goodwill mirror the way that management follows operations. The carrying amount of a CGU and the assets allocated to it are compared with the recoverable amount of the GCU determined based on a value in use calculation if any impairment trigger exists. If the recoverable amount is lower than the asset's carrying amount, impairment is recognised as an expense in the income statement. The value in use is determined as the current value of future cash flows.
Impairment losses recognised for goodwill cannot be reversed.
Carrying amounts of goodwill have been allocated to cash-generating units as shown in the table below as at 31 December 2025:
2025 | 2024 | |
Therapy | 27 768 | 32 834 |
Veterinary | 7 236 | 8 547 |
Total | 35 004 | 41 381 |
Goodwill within the Therapy cash-generating unit has been recognised in connection with the acquisition of EasyPractice ApS (EUR 14,931 thousand) in 2022 and Aspit AS (EUR 40,080 thousand) in 2021. Goodwill within the Veterinary cash-generating unit was recognised in connection with the acquisition of Nordhealth Germany GmbH (EUR 8,021 thousand) in 2022, Novasoft A/S (EUR 848 thousand) in 2021 and Vetserve and Sanimalis (EUR 4,685 thousand) in 2019.
Impairment testing
Based on an analysis of potential impairment indicators, no indicators of goodwill impairment were identified in 2025.
Note 10 - Trade Debtors
Receivables to be repaid within one year are classified as current assets.
2025 | 2024 | |
Trade debtors at nominal value | 5 503 | 6 230 |
Credit loss provision | (474) | (452) |
Trade debtors in the balance sheet | 5 029 | 5 778 |
Note 11 - Cash, Cash equivalents and Money market fund
The Company has EUR 10,343 (15,527) thousand in money market funds. Restricted cash amounting to EUR 1,178 (788) thousand from employee tax withholding. Changes in the money market funds fair values are recognized in other financial income/expenses.
2025 | 2024 | |
Money market funds | 10 343 | 15 527 |
Cash in hand and at banks | 4 360 | 4 095 |
Total | 14 703 | 19 622 |
Note 12 - Investments in group companies
Companies included in Nordhealth Group.
Parent Company | Business office | Ownership % | ||
Nordhealth AS | Oslo, Norway | NOK | ||
Nordhealth Oy | Nordhealth AS | Helsinki, Finland | 100 % | EUR |
Nordhealth Norway AS | Nordhealth Finland Oy | Molde, Norway | 100 % | NOK |
Nordhealth AB | Nordhealth Oy | Västerås, Sweden | 100 % | SEK |
Nordhealth Denmark AS | Nordhealth Finland Oy | Hinnerup, Denmark | 100 % | DKK |
Nordhealth Finland Oy | Nordhealth Oy | Helsinki, Finland | 100 % | EUR |
Nordhealth Therapy Oy | Nordhealth Oy | Helsinki, Finland | 100 % | EUR |
Nordhealth International Oy | Nordhealth Oy | Helsinki, Finland | 100 % | EUR |
Navicre Oy | Nordhealth Oy | Oulu, Finland | 100 % | EUR |
Nordhealth Estonia OÜ | Nordhealth Oy | Tallinn, Estonia | 100 % | EUR |
Nordhealth USA Inc. | Nordhealth Oy | Denver, USA | 100 % | USD |
Provet Cloud (UK) | Nordhealth Oy | London, United Kingdom | 100 % | GBP |
Aspit AS | Nordhealth Therapy Oy | Seljord, Norway | 100 % | NOK |
EasyPractice ApS | Nordhealth Therapy Oy | Copenhagen, Denmark | 100 % | DKK |
Nordhealth Spain SL | Nordhealth Oy | Barcelona, Spain | 100 % | EUR |
Nordhealth Italy S.R.L | Nordhealth Oy | Milan, Italy | 100 % | EUR |
Vetera GmbH | Nordhealth Germany GmbH | Eltville, Germany | 100 % | EUR |
Nordhealth Germany GmbH | Nordhealth Oy | Munich, Germany | 100 % | EUR |
Nordhealth Germany GmbH also owns 19,6 % of shares in PetLeo GmbH. Nordhealth International Oy was established on 17 December 2025.
Note 13 - Acquisitions
There were no new acquisitions in 2025.
Note 14 - Equity and shares
Statement of changes in equity
Share capital | Treasury shares | Share premium | Translation reserve | Retained earnings | Total Equity | |
Equity 1.1.2024 | 7 848 | (99) | 109 400 | (3 052) | (31 331) | 82 766 |
Treasury shares | 2 | 47 | 49 | |||
Profit (loss) for the period | (7 674) | (7 674) | ||||
Share based payment program | 167 | 167 | ||||
Translation reserve | (1 676) | (1 676) | ||||
Total Equity 31.12.2024 | 7 848 | (97) | 109 400 | (4 728) | (38 790) | 73 632 |
Share capital | Treasury shares | Share premium | Translation reserve | Retained earnings | Total Equity | |
Equity 1.1.2025 | 7 848 | (97) | 109 400 | (4 728) | (38 790) | 73 632 |
Treasury shares | (24) | (906) | (930) | |||
Profit (loss) for the period | (12 681) | (12 681) | ||||
Share based payment program | 1 539 | 1 539 | ||||
Translation reserve | (2) | (2) | ||||
Total Equity 31.12.2025 | 7 848 | (122) | 109 400 | (4 730) | (50 838) | 61 558 |
As at 31 December 2025 the Nordhealth AS had a total of 78,813,953 shares outstanding. The Company's shares are divided into two share classes. A-shares comprise a total of 45,594,543 shares and carry one vote and equal rights in all respects, including rights to dividends. All
A-shares are freely transferable and subject to trading in the Euronext Growth Marketplace.
B-shares comprise a total of 34,597,203 shares and are unlisted shares. Each B-share carries 10 votes per share and may at any time, at the option of the holder, be converted into an A-share. If the Unlisted Shares constitute less than 5% of the outstanding number of shares in the Company, they will automatically be converted to A-shares.
On 27 May 2025, the Annual General Meeting of Nordhealth AS was held. In this meeting, the Board of Directors was granted an authorisation to increase the Company's share capital, in one or more rounds, by up to NOK 12,028,761.90 which is equivalent to approximately 15% of the current share capital, by issuance of A-shares. The shareholders' preferential right to subscribe
for the new shares pursuant to Section 10-4 of the Norwegian Private Limited Liability Companies Act may be deviated from. The authorization comprises share capital increases against contribution in kind and the right to incur specific obligations on behalf of the Company, cf.
Section 10-2 of the Norwegian Private Limited Liability Companies Act. The authorization covers share capital increases in connection with mergers pursuant to Section 13-5 of the Norwegian
Private Limited Liability Companies Act. Board of Directors was also granted an authorisation to acquire own shares with a total nominal value of up to NOK 12,028,761.90, which is equivalent to approximately 15% of the current share capital. The maximum amount which can be paid for each share is NOK 50 and the minimum is NOK 1. These authorizations were valid until the Company's annual general meeting in 2026, but no longer than 30 June 2026.
The Company completed one share buyback program during 2025 and acquired 300,000 shares under the program for a total consideration of EUR 1,026 thousand. The Company held 1,377,793 shares at the end of the financial year December 2025. A nominal value of 1 NOK per share is recognised within share capital and the remaining value is booked to other equity.
Investors
Investor | A-shares | B-shares | Number of total shares | % of total | Type | Country |
J.P. Morgan SE * | 12 937 736 | 29 987 429 | 42 925 165 | 54 % | Nominee | Luxembourg |
Goldman Sachs International | 8 567 855 | 0 | 8 567 855 | 11 % | Nominee | United |
Kingdom | ||||||
Citibank | 579 476 | 3 463 356 | 4 042 832 | 5 % | Nominee | Ireland |
Morgan Stanley & Co. Int. Plc. | 3 343 635 | 0 | 3 343 635 | 4 % | Nominee | United |
Kingdom | ||||||
FJARDE AP-FONDEN | 3 270 000 | 0 | 3 270 000 | 4 % | Ordinary | Luxembourg |
Nordnet Bank AB | 933 166 | 974 283 | 1 907 449 | 2 % | Nominee | Sweden |
The Bank of New York Mellon SA/NV | 1 800 000 | 0 | 1 800 000 | 2 % | Nominee | Belgium |
RBC INVESTOR SERVICES TRUST* | 1 734 951 | 0 | 1 734 951 | 2 % | Nominee | Ireland |
BofA Securities Europe SA | 1 594 199 | 0 | 1 594 199 | 2 % | Nominee | France |
Avanza Bank AB | 1 499 363 | 0 | 1 499 363 | 2 % | Broker | Sweden |
Total number owned by top 10 | 36 260 381 | 34 425 068 | 70 685 449 | 88 % | ||
Total number of shares | 45 594 543 | 34 597 203 | 80 191 746 | 100 % | ||
* Charles MacBain and his family members
Shares owned by the CEO and the Board of Directors as at 31 December 2025:
Name | Role | A-shares | B-shares |
Didier Breton | Chairperson | 200 000 | 0 |
Janne Huttunen | Board Member | 453 757 | 2 723 175 |
Philippe Vimard | Board Member | 88 400 | 0 |
Charles MacBain | CEO | 2 044 276 | 29 794 638 |
Note 15 - Accrued expenses
2025 | 2024 | |
Payroll related accruals | 3 093 | 3 475 |
Tax accruals | 849 | 301 |
Other accruals | 1 477 | 849 |
Total | 5 419 | 4 624 |
Note 16 - Significant events after the reporting period
On the 31th March 2026, the board resolved to amend the PSOP agreements. Specifically, the strike price of the Options granted to top management in September 2025 was reduced to NOK 30.00, from NOK 35.20, and the time-based vesting of the Options was reset to 31st of March 2026. No other changes to the terms or performance criteria of the Option agreements were made, except that a new condition was added, in which no options vest below a minimum threshold of NOK 40.00 share price
Key definitions
Alternative performance measures
To enhance the understanding of Nordhealth's performance, Nordhealth presents certain measures and ratios considered as Alternative Performance Measures (APMs) as defined by the European Securities and Markets Authority and should not be viewed as substitute for any financial measures (IFRS or other legislation). The APMs include, but not limited to, Annual Recurring Revenue (ARR), organic revenue, adjusted revenue, recurring revenue, adjusted recurring revenue, EBITDA, and adjusted EBITDA. These APMs are presented as Nordhealth considers them to be important supplemental measures to understand the overall picture of revenue and profit generation in Nordhealth's operating activities.
ARR
ARR is the value of recurring revenue of software subscriptions that has been normalized for a single calendar year. These include all active subscriptions and subscriptions that have been signed but not yet implemented. ARR also includes the annualized value of volume-based transactions (e.g., SMS messages) based on their latest calculation period value as well as rebates from third parties (e.g., payment solution providers).
Adjusted EBITDA
Adjusted EBITDA is revenue less all operating expenses excluding depreciation and amortization, M&A and equity funding transactions, other similar non-recurring items, share option scheme bookings, and changes in contingent consideration.
EBITDA - CAPEX
EBITDA - CAPEX is EBITDA minus the expenditures for capitalized development and any other capitalized expenditure.
Nordhealth Annual Report 2025 -BDC 5 2476906731:98
