Note 1 General information and accounting policies
Corporate information
Magnora ASA (“the Company”) is incorporated and domiciled in Norway. The address of its registered office is Karenslyst Allé 6, 0278 Oslo. The Company is listed on the Oslo Stock Exchange main list with the ticker MGN.
Magnora ASA and its subsidiaries and investments in associated companies (the ”Group”) develop projects within data centers, solar PV, wind energy and battery energy storage systems, as well as being a data center operator.
Basis of preparation
These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU under the International Accounting Standard for Interim Financial Reporting (IAS 34). As the interim financial statements do not include the full information and disclosures required for a complete set of consolidated financial statements, they should be read in conjunction with the Group’s annual consolidated financial statements. The accounting policies adopted in the preparation of the condensed interim consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for 2025.
The European Securities and Markets Authority (ESMA) issued guidelines on Alternative Performance Measures (“APMs”) that came into effect on 3 July 2016. Magnora has defined and explained the purpose of the following APM: EBITDA: EBITDA, as defined by Magnora, includes operating revenue and other income and excludes profit/loss from associated companies, depreciation, amortisation, and impairment loss.
Accounting policies, judgements and estimates
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are consistent with those followed in the preparation of the Annual Financial Statements for 2025.
Due to rounding adjustments, the figures in certain columns may not sum to the total of those columns.
Note 2 Material accounting judgements and estimates
Consolidation of portfolio companies
The Group has a portfolio of companies invested in and performs a quarterly evaluation of whether it has control in accordance with IFRS 10.
The Group invested in Kustvind AB in March 2020 through a share issue and holds a 48 percent ownership at the reporting date. Magnora holds the right to increase its ownership to 50 percent subject to a budget and milestone plan. The option to increase ownership is not currently exercisable, as any ownership increase must be initiated by the Kustvind board through a capital call, driven by the project’s capital needs. The remaining shares are equally owned by Kustvind’s three founders. Magnora has three out of five board members, and the founders have the remaining two members. The other shareholders have the right to elect a third board member at any time, and it is expected that they will do so. Magnora is a minority owner alongside three other owners and has significant influence of the company. As a result, its ownership is accounted for using the equity method, classifying Kustvind as an associated company.
The Group established Hafslund Magnora Sol AS together with Hafslund Vekst AS and Helios Nordic Energy AB in October 2022 and holds 40 percent ownership at the balance sheet date. Magnora has two out of six board members, and the other two owners have the remaining four members. Hafslund owns 40 percent and Helios owns 20 percent, thus Magnora has no operational influence on the company beyond its participation in board decisions. Hence its ownership is accounted for using the equity method, classifying Hafslund Magnora Sol as an associated company.
Divestments
For transactions resulting in the loss of control of a subsidiary or associate, IFRS 10 requires that the fair value of the consideration received be determined to calculate the net gain or loss to be recognised. Given the nature of the Group's investments, a significant portion of the consideration may be contingent upon future events, requiring considerable judgment in estimation. The Group follows a conservative approach in valuing its portfolio, including when estimating the fair value of future payments such as earnouts and milestone payments from divestments. The probability of these payments is assessed for each transaction, with contingent consideration included in the net gain or loss. At each reporting date, the Group evaluates changes in the fair value of these future payments, with any adjustments recognised as Other Income in the profit or loss statement. As of the balance sheet date, the total unrecognised value of potential earnouts and milestone payments from divestments is NOK 490.1 million, which is subject to the achievement of relevant technical and/or commercial milestones, project risks, timing, currency fluctuations, auction results, CfD (Contract for Difference) rates and other factors.
Note 3 Operating revenue
The Group generates revenue from management and project development services, as well as data center operations. While the Group’s overall financial returns are largely driven by project divestments, with gains recognised under other income, these are non-recurring by nature. In the first quarter, total revenue amounted to NOK 2.2 million.
NOK million
Q1 2026
Q1 2025
2025
Licence revenue
-
48,4
91,7
Management services revenue
1,2
1,3
5,2
Data center revenue
1,0
-
0,8
Total operating revenue
2,2
49,7
97,7
Note 4 Other income
The Group reported no other income in the quarter, compared to NOK 12.8 million in the corresponding period last year. The decrease reflects the absence of such income in the current period, whereas the prior-year quarter included a gain related to the divestment of projects in South Africa.
Note 5 Investment overview
Name of entity
Registered office
Accounting principle
Ownership
Magnora Data Center AS
Norway
Consolidated
100 %
Magnora AI Factory AS
Norway
Consolidated
100 %
Magnora Holding AS
Norway
Consolidated
100 %
Magnora Utvikling AS
Norway
Consolidated
100 %
Magnora Offshore Wind AS
Norway
Consolidated
80 %
Magnora South Africa Projects AS
Norway
Consolidated
100 %
Magnora South Africa Development AS
Norway
Consolidated
100 %
Magnora UK PV Holding AS
Norway
Consolidated
100 %
Project Luminara 1 AS
Norway
Consolidated
100 %
Project Luminara 2 AS
Norway
Consolidated
100 %
Storespeed AS
Norway
Consolidated
75 %
Magnora Scale Averøya AS
Norway
Consolidated
70 %
Magnora Scale Surnadal AS
Norway
Consolidated
60 %
Magnora Offshore Wind Holding Ltd
United Kingdom
Consolidated
80 %
Magnora Offshore Wind N3 Ltd
United Kingdom
Consolidated
80 %
Magnora Germany GmbH
Germany
Consolidated
100 %
Magnora Italy S.r.l.
Italy
Consolidated
100 %
African Green Ventures (Pty) Ltd
South Africa
Consolidated
100 %
Magnora Data Center AB
Sweden
Consolidated
67 %
Magnora Infra Holding AB
Sweden
Consolidated
67 %
Hämeenlinna Scale DC Oy
Finland
Consolidated
70 %
Hafslund Magnora Sol AS
Norway
Equity method
40 %
Kustvind AB
Sweden
Equity method
48 %
Gamcap Magnora Development Company Ltd
United Kingdom
Equity method
50 %
Note 6 Investments in associates
Kustvind AB
The Group invested in Kustvind AB (Kustvind), a shallow-water offshore wind project located off the southern coast of Sweden, in March 2020. As of 31 March 2026, Magnora has a 48 percent ownership in Kustvind AB and has the option to increase its ownership to 50 percent. As Magnora is a minority owner with three other owners of the project and does not have control, it accounts for this investment using the equity method, adjusting the investment’s value based on its proportional share of Kustvind’s net results for the period.
Hafslund Magnora Sol AS
Hafslund Magnora Sol AS was established in October 2022 together with Hafslund Vekst AS and Helios Nordic Energy AB. Magnora holds 40 per cent of the shares and two of six board seats, while the remaining four seats are held by the other shareholders. As Magnora does not have control or operational influence beyond its board participation, the investment is accounted for using the equity method and classified as an associate.
Note 7 Other current financial assets
As of the end of the first quarter, the Group’s other current financial assets totalled NOK 11 million. This amount includes a subscription contribution agreed at the time of the Offshore business subsidiary’s establishment and payable by the project partner, and accrued interest from bank cash pool balances.
Note 8 Share options
Share options have been awarded regularly in accordance with the Group’s share incentive scheme as approved by Annual General Meetings since 2019. During this period, both board members and members of management have been granted share options. The cost of these options is recognised over a straight-line basis over a 36-month period from the grant date, in line with IFRS 2.
No new share options were granted during the quarter. A total of 495,000 options were exercised, resulting in 857,071 of outstanding share options as of quarter-end. Share-based payment expenses for the quarter amounted to NOK 0.4 million.
Note 9 Share buyback programme
The Group’s share buyback programme is conducted under an authorisation granted by the Annual General Meeting (AGM) on 29 April 2025, which replaced the prior authorisation from the AGM held on 23 April 2024. Both authorisations permit the repurchase of up to 10% of the Group’s share capital.
Under the current programme, the Group is authorised to repurchase shares at a price of up to NOK 35 per share, with a total limit of NOK 100 million. The maximum number of shares that may be acquired under this authorisation is 6,578,182.
The Group did not repurchase its own shares during the quarter, however, transferred 141,043 of its own shares to employees on exercise of share options, with no change in total issued share capital. The Group holds a total of 1,726,441 treasury shares as of 31 March 2026, representing 2.6% of total outstanding shares.
Note 10 Other current liabilities
As of 31 March 2026, the Group's total other current liabilities amounted to NOK 55.7 million. This includes NOK 48 million representing the Group’s liability for a project partner’s 20 percent share of the ScotWind licence fee.
Note 11 Liquidity
The Group has undrawn overdraft facilities of NOK 150 million. For long-term liquidity planning, the Group utilises a combination of overdraft facilities and equity financing, particularly for capital intensive investments exceeding the scope of existing facilities. As certain projects progress into phases requiring increased funding, the Group will consider loan arrangements intended to be held through to project exit. Current liquidity remains strong, in line with anticipated transactions and capital requirements across the Group’s portfolio companies.
Foreign exchange gains or losses arise from the revaluation of foreign currency-denominated balances across the Group’s international operations. These effects are non-cash in nature, as the underlying balances are expected to be realised upon divestment of projects, where proceeds are typically received in the same currencies.
Note 12 Subsequent events
In April 2026, the Group secured its first project in Sweden. The projects represent an initial combined capacity of approximately 60 MW, with additional expansion potential of up to 120 MW. In addition, the Group secured a 30 MW data center project in Italy, bringing the total data center capacity to approximately 290 MW net to Magnora, and a 150 MW battery energy storage system (BESS) project in Germany. These developments mark an important step in the execution of the Group’s data center strategy and are expected to contribute to value creation over time.
The events are considered non-adjusting as they relate to conditions arising after the reporting date. Accordingly, no adjustments have been made to the interim financial statements.