2024
Annual Financial Report
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Table of Contents
Report from Board of Directors 10
Human capital, working environment and Social conditions 24
NUES Corporate Governance Report 30
Consolidated Financial Statements 2024 Cavendish Group 39
Notes to the Consolidated Financial Statements 45
Parent company financial statements 88
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Letter from the CEO
As we close the year of 2024 I would like to put focus on some of the key achievements for Cavendish in 2024 and share our outlook for the future:
In June, we reached an important milestone as Cavendish Hydrogen ASA was officially listed on the Oslo Stock Exchange. This listing marked a new chapter in our journey and opened new opportunities for growth and expansion. It was a great achievement by our organization to pull through this work-intensive process, ending in a successful listing on the 12th of June 2024.
During the year we continued our efforts in developing our safe work-place culture. I am very happy to see that the hard work has paid off, with significant improvements in our reported KPIs, and zero lost time injuries during 2024. We will continue our focus on safety as a prerequisite for successful business.
Revenues and EBITDA for the year came in as expected, with improvements from last year. Revenues increased with 7% to EUR 31.0 million due to higher equipment deliveries. EBITDA ended at EUR -19 million including non-recurring costs from the listing process. Our new unit sales was lower than anticipated, mainly due to market delays, and while we are seeing a positive shift in discussions with existing and new customers, the sales cycle remains longer than expected.
Our focus towards operational excellence continues to be a vital part of Cavendish Hydrogen’s mission. We are continuously optimizing our processes to ensure that each station we deploy operates at best possible performance, and we continue the positive trends. We can be proud of a record high amount of stations delivered during the year with the majority opened on the European market. This year equipment delivered by Cavendish dispensed more than 900.000kg hydrogen, underlining that Cavendish is one of the most experienced suppliers of gaseous hydrogen refueling stations in Europe, North America and South Korea.
In January 2025, we announced significant restructuring measures to adjust our cost base and to improve our long-term operational ability. As a result of the restructuring efforts, we had to say farewell to 37 per cent of our workforce. It is never easy to say goodbye to talented and dedicated colleagues, but controlling our cost base is essential to ensure that we at Cavendish can fulfill our long term strategy to become the leader in Heavy Duty hydrogen mobility.
A key priority moving forward is to stay a long- term partner to our existing customers and adapt together to new market conditions. We will continue to work closely with our customers to ensure that we together keep our position for success. We will continue developing the High- Capacity Station to service the future market for heavy duty vehicles, while looking for partners to co-finance the pilot station and building of a test site.
Looking ahead, the short- and mid-term market is difficult to predict, influenced by factors beyond the company’s control, but the long-term potential of the hydrogen mobility market remains strong, particularly with support from initiatives like the Alternative Fuels Infrastructure Regulation (AFIR). We remain confident that hydrogen will continue to play a critical role in the transition to a sustainable mobility future. Our commitment to improve quality, -reliability, and -customer satisfaction remains the same as we navigate the current challenges.
We thank you, our dedicated team of employees, -shareholders and -partners, for your continued support as we move into this new chapter. The road ahead is not without challenges, but we are confident that we have a unique position to capture value creating growth, and supported by the dedication of our incredible team, we will keep leading the path towards a cleaner, greener and profitable future.
Sincerely,
Robert Borin
CEO
Cavendish Hydrogen
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Our History
2003
2009
2011
2013
2015
2016
2018
2019
2020
2023
2024
H2 Logic is founded in Denmark
First 350 bar Fueling Station is developed
First 700 bar Fueling Station is developed
First H2Station TM for bus fueling
Nel acquires H2 Logic
Second Generation 700 bar H2Station TM
First office opens in California
Factory opens in Herning, Denmark
First UL Certified Fueling Station in US
HDV dedicated 350 bar station
First H2Station TM in Korea
First UL Certified Fueling Station in Canada
First station in Poland and France
Nel Fueling becomes Cavendish Hydrogen
New market listing on Oslo Stock Exchange
21 years of unwavering commitment to sustainability and innovation in the name of a greener future.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Nel acquires H2 Logic
Second Generation 700 bar H2Station TM
First office opens in California
Factory opens in Herning, Denmark
First UL Certified Fueling Station in US
About us
Cavendish Hydrogen ASA is a leading hydrogen fueling company that specializes in the development, production, marketing, sales, installation, commissioning and service of equipment for fueling hydrogen to on-road vehicles. The company operates globally with offices in Denmark, USA, South Korea and Austria.
Listed on the Oslo Stock Exchange on June 12, 2024, as a spin-off from Nel ASA, Cavendish Hydrogen ASA is uniquely positioned to capitalize on the growing hydrogen opportunity. With over 20 years of experience in hydrogen fueling, the company has sold more than 145 H2Station units and operates one of the largest hydrogen station factories globally.
Cavendish Hydrogen’s fueling equipment is now dispensing nearly 1 million kilograms of hydrogen for our customers on an annual basis. This is an important milestone on the jorney toward clean mobility.
Cavendish Hydrogen ASA employs a dedicated global team of hydrogen professionals, supported by local service hubs across three continents.
The company’s state-of-the-art production facility in Herning, Denmark, is one of the world’s largest, offering a complete value chain under one roof. This facility is central to the company’s commitment to innovation, with research and development experts working on the next generation of hydrogen refueling stations and over 75 patents on core technologies secured worldwide.
As the demand for long-distance heavy-duty transportation continues to rise, Cavendish Hydrogen ASA remains focused on expanding its product portfolio to meet the decarbonization needs of this rapidly growing market.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Our Ultimate Goal
Hydrogen for clean Mobility
Every hydrogen molecule we deliver represents our commitment to breaking the cycle of fossil fuel dependence. We’re not just building fueling stations - we’re constructing the foundation for a cleaner, healthier, more resilient world where mobility and sustainability finally move forward together.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Robert Borin
CEO
Robert Borin has many years of experience in the green energy business. Before he was appointed as CEO at Cavendish Hydrogen, Borin held a position as Senior Vice President for Nel Fueling for three years. Borin has also held several other senior management positions in MHI Vestas Offshore Wind A/S and Siemens Gamesa Renewable Energy A/S. From 2016 to 2021, Borin was Chief Supply Chain Officer, Senior Vice President, and member of the management team for MHI Vestas Offshore Wind A/S. Borin holds a Master of Science in Mechanical Engineering and Industrial Management from KTH Stockholm. Borin is a Swedish citizen and resides in Denmark.
Marcus Halland
CFO
Before Marcus Halland was appointed CFO of Cavendish, he worked at Nel’s fueling division as Director of Finance for four years. Prior to this Halland was Group Chief Accountant at Nel ASA in Norway, following six years as Group Chief Accountant in Align AS. Halland holds a Bachelor of Science in Business (accounting major) from Oakland University. Halland is a Norwegian citizen and resides in Norway.
Peder Hykkelbjerg Hansen
COO - From 1 March 2025
Before Peder Hykkelbjerg Hansen was appointed COO at Cavendish, he worked as Head of Projects and Services in Nel’s fueling division. Prior to joining Nel, Hykkelbjerg Hansen worked 17 years with Siemens Gamesa Renewable Energy A/S with management positions within Projects and Service. Hykkelbjerg Hansen holds a Bachelor within Production Engineering from University of Southern Denmark in Odense. Hykkelbjerg Hansen is a Danish citizen and resides in Denmark.
Michael Ewald Stefan
CTO - From 1 March 2025
Before Michael Ewald Stefan was appointed CTO at Cavendish, he worked as Head of Product Life Management (PLM),
and Senior Director for Product Management in Nel’s fueling division. Prior to joining Nel, Stefan worked four years at Linde Group’s main Hydrogen Fueling division at Linde Gas GmbH in Austria as Head of Serial Production for Hydrogen Fueling Stations and Head of Production and Production Engineering. Stefan holds a Master of Science in Industrial Engineering with focus on Technical Product Management from University of Applied Sciences Wiener Neustadt. Stefan is citizen of Austria and resides in Austria.
Executive Management
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
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Cavendish Hydrogen ASA | Q4 2024 Financial Report
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Members of the board
Jon André Løkke
Chairman of the board
Jon André Løkke currently holds various board
positions, manages private investments and serves as an industrial advisor for Verdane Capital’s
decarbonization investments. From 2015 to 2022, he served as the CEO for Nel and from 2012 to 2015 he was the CEO for Norsk Titanum AS. Prior, he held multiple positions in Renewable Energy Corporation (REC Group) in the period from 2002 to 2012, including roles as the company’s CFO, head of Sales & Marketing as well as operational roles. Additionally, Løkke has extensive board experience, currently holding position as chair of the board in Bergen Carbon Solutions ASA and in Tunable AS. Løkke has previously held positions as board member (chair) in Hydrogen Europe, Viken Hydrogen AS and Green H2 Lillestrøm AS, and several Nel subsidiaries. Løkke holds an International Masters of Business and Administration from Glasgow University, and a bachelor’s degree in Business and Economics from Southampton University.
Løkke is a Norwegian citizen, and resides in Norway.
Mimi Kristine Berdal
Board member
Mimi Kristine Berdal currently works with independent investment and corporate consulting. Berdal has broad experience as board member, having served as board member in several companies the past 20 years. Berdal is presently chair of the board in Goodtech ASA and Connect Bus AS and board member in Norsk Titanium AS, Thor Medical ASA, EMGS ASA, KLP Eiendom AS and Energima Gruppen AS. Additionally, Berdal has professional experience as legal advisor in Total Norge AS (1988- 1990), and has held the position as partner in Arntzen de Besche law firm, Oslo (1996-2005). Berdal holds a master’s degree in law from the University of Oslo and is a Norwegian citizen, and resides in Norway.
Vibeke Strømme
Board member
Vibeke Strømme has experience as CEO, board member and executive advisor in several companies. Strømme currently works as an independent executive advisor, and serves as a board member in Laugstol AS and Solcellespesialisten AS. She also serves as the chair of the Corporate Assembly of Sporveien AS. Over the last 20 years, Strømme has held various board positions, inter alia, in Goodtech ASA, Multiconsult ASA and Revus Energy ASA. Strømme is an experienced CEO, and held position as CEO of Kiwa Norge AS from 2013- 2021 and Nettpartner AS from 2022-2023, among others. Strømme holds a master degree in petroleum engineering from the Norwegian University of Science and Technology and a master of business administration from The International Institute for Management Development (IMD) in Swiss city of Lausanne. Strømme is a Norwegian citizen, and resides in Norway.
Allan Bødskov Andersen
Board member
Allan Bødskov Andersen has years of CFO experience, and currently serves as CFO in Topsoe A/S. Andersen has previously held the position as Group CFO in DLF from 2022 to 2023 and as Senior Vice President, CFO Onshore & Head of Investor Relations in Ørsted from 2020 to 2022. Prior to this, Andersen was Senior Vice President, Head of Group Treasury & Risk Management in DONG Energy. Andersen holds a Master’s degree in Economics and Econometrics from the University of Southampton and a PhD in Finance from Aarhus University. Andersen is a Danish citizen, and resides in Denmark.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Kim Søgård Kristensen
Board member
Kim Søgård Kristensen is currently CEO at Evida Holding A/S, a national gas distribution company in Denmark. Prior to this, Kristensen held position as CEO in Insero Horsens from 2018 to 2022. Kristensen additionally has extensive experience from TDC A/S, a Danish telecommunications company, where he inter alia served as CFO in TDC Finance from 2005 to 2007, Vice President (Business development) from 2007 to 2008, Senior Vice President from 2008 to 2010, Executive Vice President from 2011 to 2013, Chief Technology Officer from 2013 to 2015 and Executive Vice President from 2016 to 2018. Kristensen has a master’s degree in economics from Aarhus University in Denmark and has additionally studied organizational Leadership at Harvard Business School. Kristensen is a Danish citizen, and resides in Denmark.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
On June 12 th 2024, Cavendish Hydrogen ASA was established as a publicially listed company on the Oslo stock Exchange following a success- ful split from Nel ASA.
Revenues of EUR 31.0 million in 2024, a growth of 7% from last year.
Year-end cash balance of EUR 41.8 million.
On January 21st 2025 the Company announced a cost reduction and restructuring plan to adapt and right-size the organisation to match the revised strategy and new technology roadmap. The plan was executed during February 2025 leading to a headcount reduction of 37%.
On February 7th an extraordinary general assembly was held and, Jon André Løkke, Vibeke Strømme, Mimi Berdal, Allan Andersen and Kim Kristensen was elected as the new Board of Directors
Report from Board of Directors
Key Figures
(Amounts in EUR million)
2024
2023
Change
Revenue
31.0
28.9
7%
EBITDA
-19.0
-19.4
2%
Order intake
14.6
24.9
-41%
Order backlog
17.4
32.7
-47%
Total assets
95.3
69.9
36%
An all-time high 907 520 kg of hydrogen was dispensed from Cavendish Fueling Stations in 2024 due to improved reliability and more stations in operation.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Accelerating the clean mobility future
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Revenue & Order Intake, Order Backlog and Employees
Financial development
At 12th of June 2024 Cavendish Hydrogen ASA was established as a publicly listed company on the Oslo stock Exchange following a successful split from Nel ASA. Cavendish Hydrogen ASA derives out of Nel ASA's Fueling business and comparative figures have been established through applying predecessor accounting. See Note 1.2 for further details. On this basis the financial figures from 2024 and 2023 are comparable.
The cost from the listing process is considered non-recurring, it is part of other operating expenditures and amounts to EUR 2.6 million.
Cavendish Hydrogen ASA ended the year with revenues of EUR 31.0 million in 2024, a growth of 7% from last year of EUR 28.9 million. The increase is due to 13% higher equipment deliveries than last year. These deliveries were to a new US customer that are opening the first stations in 2025.
The revenue from projects, installation and commissioning and Service was on the same level in 2023.
The payment received due to the cancellation of the supply contract with Nikola in first quarter 2024 increased the revenue with EUR 3.7 million.
The progress in the European market was good in 2024 where 8 new hydrogen stations were opened for commercial use during the year. Several of these stations were bus stations in France, Poland and Germany. In the US we have opened 1 new station in 2024 that is fewer than expected since we have experienced customer delays due to shortage of gaseous hydrogen on the US market.
Raw materials expenses totalled EUR 15.1 million (14.2), an increase of 6% from 2023. The increase is due to a write down of inventory from a customer termination of a service contract
Income Statement
(Comparable amounts in brackets, in EUR million)
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
of 7 stations in the US. This station product used several component of legacy technology that lead to certain spare parts being obsolete. In addition, we were charged for liquidated damages due to a project delay from the same US customer. These negative effects were partly offset by improved margins from equipment deliveries, projects in execution and lower cost from stations in operation due to improved station reliability.
Personal expenses amounted to EUR 21.5 million (23.5) a decrease of 9%. The company adapted the organization during 2024 due to lower activity in manufacturing and service due to operational improvements. Due to the listing the company added certain headcounts to cover for functions previously done by Nel. The headcount was 238 Full-Time Employees at year end, compared to 255 FTEs at 2023, a decrease of 7%. The restructuring that was completed in February 2025 reduced the number of FTE’s to 150, a reduction of 37%
Other operating expenses amount to EUR 13.8 million (12.1) an increase of 13%. The non- recurring cost from the listing process of EUR 2.6 million is the main reason for the increase
combined with legal fees from an ongoing US lawsuit. Due to tight cost control other operating costs have been reduced from last year.
EBITDA ended at EUR -19.0 million (-19.4m), negatively impacted by the non-recurring costs from the listing process.
Depreciation, amortisation and impairment decreased to EUR 4.6 million (4.7).
As a result of all of the above, the operating loss amounted to EUR -23.6 million (-24.1).
Net financial items amounted to EUR 0 million (-5.6). Cavendish received EUR 1.2 million (0) in interest from its cash reserves, while finance expenses decreased driven by conversion of loans to Nel ASA to equity and a lower impairment of HyNet in 2024 amounting to EUR -0.8 million (-2.7).
Net loss ended at EUR -22.8 million (28.9)
Financial position
Total assets were EUR 95.2 million at the end of 2024, compared to EUR 69.9 million at the end of 2023. Total equity was EUR 73.1 million (21.4). Thus, the equity ratio was 77%.
The significant increase in assets and equity is mainly a result of the split from Nel ASA, which increased cash and equity through capital
increases while long-term debt decreased through conversion of loans to Nel ASA to equity.
Furthermore, trade receivables and inventories have decreased due to recognized equipment deliveries in 2024, which were paid on the balance sheet date.
Cash flow
Net cash flow from operating activities in 2024 was EUR -24.0 million, compared to EUR -18.8 million in 2023. The development is positively impacted by a lower net loss and working capital development, but driven by other adjustment of -7.0 million from reduction of other liabilities and increase in other assets.
Net cash flow from investing activities was EUR -7.8 million (-4.3) mainly from new technology development for new product platform to
support high capacity fuelling solutions.
Net cash flow from financing activities was EUR 67.4 million (27.1) that derives from proceeds from capital raises into the company connected to the separate listing of the company.
Cavendish Hydrogen’s cash balance at the end of 2024 was EUR 41.8 million up from EUR 7.0 million in 2023.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Order intake and backlog
Order intake for the year amounted to EUR 14.6 million, 41% lower than last year (2023: EUR 24.9).
The order backlog was EUR 17.4 million at the end of the year, down 47 per cent from the end of 2023.
Parent Company Result for the Year and allocation
The Parent Company, Cavendish Hydrogen ASA, incurred a comprehensive loss for the year of EUR -4.5 million. The Board of Directors of Cavendish Hydrogen ASA propose the loss for the year is allocated as follows:
Going concern
The company estimates it has sufficient working capital and cash on hand to fund operations beyond the next 12 months following the report date. In accordance with section 3(3a) of the Norwegian Accounting Act, the
board of directors, therefore, confirms that the financial statements have been prepared on the assumption of a going concern.
(amounts in EUR million)
2024
Dividends proposed
0
Retained earnings
-4.5
Total allocation
-4.5
907,520 kg Hydrogen dispensed in 2024.
That’s more than 30,000 trucks refueled.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Dispensed Hydrogen and Operations
Europe
During 2024 our customers have opened 8 new Cavendish stations for commercial use. These stations are in France, Poland, Germany and Denmark and are serving buses, cars and taxi fleets. The newly opened stations are utilized on a moderate to high level and are the reason for the increase of 48 per cent in dispensed hydrogen in 2024. The reliability of our stations in Europe is continuing to improve and we see lower costs from operations.
North America
During 2024 one customer have opened one new Cavendish station. The station is located in South California and has relatively low utilization. During Q1 2024 a US customer closed 7 hydrogen stations in Northern California. In addition, the hydrogen supply situation in all of California has suffered from a general shortage of hydrogen, technical issues on trailers and high
prices, leading to very low levels of dispensed Hydrogen from the stations in North America. In total, dispensed hydrogen in the US decreased with 49 per cent from last year. During 2024 we have seen improvements in reliability on the stations in operation and we have been having progress on the installation of 2 stations in California and 1 station in Canada that is expected to open early in 2025.
Asia
Since the beginning of 2022 Cavendish Korea has serviced 15 Cavendish stations for our customers in the Korean market. The Korea stations have ever since 2022 had high utilization and high availability. 2024 marked another year with high dispensed figures at the same level as last year.
(Amounts in Tonnes)
2024
2023
2022
2021
2020
2019
EU
446
302
239
126
126
35
USA
86
169
222
169
169
23
Asia
376
375
359
163
163
-
Dispensed Tonnes of Hydrogen over time
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Technology development
R&Ds focus in 2024 was the new product platform, a High-Capacity Hydrogen Refuelling Station, (HC-HRS). The HC-HRS product platform is aimed at public and private hydrogen fueling stations that mainly fill commercial vehicles. It is a modular product, covering the different customer requirements and capturing the experience and learnings we have had with our current product platform. The design is focused on cost optimization, reliability, serviceability and redundancy.
The development process applied by the company is a tailor-made stage-gate process that ensures involvement of all relevant stakeholders. It is focused on hard technical and commercial requirements like total cost of ownership, condition monitoring, maintenance, redundancy and availability of the product.
To succeed in the high-capacity market, the Company has over the past years worked on developing a new station that will integrate modules that have proven to work well in the field with new innovations to further enhance performance. Capitalizing on insights derived from the light-duty market and accessing new technology from world-class partners will in the Company’s view make the new high- capacity station unique. The new high-capacity
station is designed to deliver up to 65 kg in 10 minutes (~800 km range) with a targeted hourly capacity of 260 kg. The daily fueling volume target specifications are set between 3 to 4 tons of hydrogen from up to six 700 and 350 bar dispensers with certain unit combinations. Another key aspect of the future high-capacity station is that it will be based on a defined set of modules to allow different configurations. The high-capacity platform will allow multiple use- cases and configurations based on a limited set of core modules, all with total cost of ownership in mind. The focus on the customers’ total cost of ownership has been and will continue to be a guiding star for our strategy going forward.
Another focus of the R&D team was on continuous improvements related to existing products, mainly related to safety, station performance and reliability. This includes, among other things, the improvement of certain systems and components, such as gas detectors, valves and compressors, including the associated process control and documentation.
Total technology spend for 2024 in the company was EUR 11.2 million (10.7), of which EUR 6.2 million (3.0) and EUR 5.0 million (7.7) has been capitalised and expensed, respectively.
Strategy
Cavendish is one of the world’s largest and most experienced suppliers of hydrogen fueling stations - and the company is set to strengthen that position as the market accelerates.
Rooted in years of experience with hydrogen fueling and guided by the core values, Respect, Curiosity, and Reliability, the company builds on its strong position as a trusted global partner. With manufacturing in Denmark and active projects across Europe, North America, and Asia, Cavendish is positioned to meet the expected increase in international demand for hydrogen infrastructure.
The focus continues to be hydrogen fueling solutions for mobility, evolving with the market from light-duty solutions to high-capacity fueling systems for trucks, buses, and long- haul transport. As part of this transition in the market, the company continuously evaluates opportunities where its core capabilities can be applied most effectively to ensure value creation.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Risk and opportunities
Cavendish is exposed to significant risk and uncertainty factors, which may affect some or all of the group’s activities. Cavendish is exposed to operational, financial, market and climate-related risk. These risks could occur individually or simultaneously.
The company places strong emphasis on quality assurance and has implemented quality- assurance systems in line with the requirements applicable to its business operations.
Cavendish Hydrogen is operating in a rapidly- evolving global industry. The need to address opportunities and make investments ahead of actual market demand and revenue recognition, balanced with the need to appropriately allocate capital and demonstrate a viable business model, is a continual challenge.
In this phase of development, the risks associated with technological change are higher than in more mature industries.
Competitors’ or new entrants’ innovations in the hydrogen industry could impact the speed of deployment of our current and new technologies. Additionally, if competitors gain advantages in the performance of current or in the development of alternative Fueling Station technologies, this could affect the competitive position of the company.
The overall market sentiment is impacted by a slow-down in government incentives combined with higher interest rates and overall cost increases. The Geo-political situation has developed negatively with higher uncertainty around the global trade situation with potential tariffs and customs. These factors and more have contributed to a general delay in start-up of new projects across the industry which in turn impacts our business.
Cavendish Hydrogen is also to a certain degree dependent on a limited number of third-party suppliers for key production components for its fueling station products. To reduce sourcing risk, the company’s supply chain strategy is to have more than one alternative of key components. Nevertheless, Cavendish does have a few single-source components and is at risk of temporary supply chain disruptions should one or more suppliers fail to deliver.
Another supply chain risk is whether suppliers can continue to operate under the uncertain market developments inherent in this industry. In addition to making its current supply chain more robust, the company is working to facilitate volumes from important sub-suppliers. The timing of addressing such elements and risks is important, as there are risks in both overshooting and not meeting market demand adequately.
“Reliability” is a commitment. That is why Cavendish takes a measured and responsible approach to market timing. In a landscape, currently shaped by hydrogen pricing uncertainty, geo-political volatility, and reduced short-term investor appetite within the green sector, the company is intensifying its customer- focused solutions within application engineering, platform refinement, and targeted innovation. This also means that the development of our next-generation station continues at a
meaningful and adjusted pace, as the company seeks to engage with the right partner or customer to bring the first high-capacity prototype to life.
With a scalable platform — in both technology and operations — deep industry insight, and a strategy grounded in Respect, Curiosity, and Reliability, we are shaping the future of hydrogen mobility: built to lead, built to last.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Climate - related risk factors
Cavendish Hydrogen assesses climate transition risks into two major categories: (1) risks related to the transition to a low-carbon economy and (2) risks related to the physical impacts of climate change. No climate related risk has been identified to affect our physical assets or operations in the short and mid-term. In January 2025 we saw detrimental forest fires destroy parts of the city of Los Angeles, an area were we have stations in operation. No damages were inflicted on our equipment during this event. Although these events might be unlikely, due to the climate change, they will happen more and more frequent. Climate events may increase the requirements for product safety. These risks are not considered to have a severe impact to our operations. The climate transition will also allow customers and governments to select the product technology that better suit their need. Cavendish foresee an increased risk related to
product failure and technology obsolescence. The reputational damage risk from product failure and failure to meet high expectation from our customers may affect the eligibility of our equipment technology. The company prioritize investments in R&D, allocating resources to meet regulation and market demands. Lastly, the local authorities and governments have an important role in the renewable hydrogen sector by enacting legislations that support research and innovation and scalable investments in production and infrastructure. Reduced and/or delayed support from governments will delay the developments of the renewable hydrogen industry. Political incentive schemes such as the Inflation Reduction act in the United States and the Hydrogen Bank in the EU are expected to be important contributors to developing the industry.
The Company maintains a Directors and Officers Liability Insurance on behalf of the members of the Board of Directors and CEO. The insurance additionally covers any employee acting in a managerial capacity and includes subsidiaries owned with more than 50%. The insurance is worldwide. The purpose is to prevent employees and board members of Cavendish Hydrogen ASA
(incl. subsidiaries) from being held personally responsible for decisions made by the company.
Directors' and Officers' Liability Insurance
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Outlook
Based on the current order backlog, revenue from equipment sales in next year are expected to be lower than in 2024. Installation and commissioning projects are expected to generate slightly lower revenue levels next year as expected projects to be executed in Europe are fewer in 2025 compared to 2024. The company expects more stations to open in US and Canada. The service segment is expected to continue to grow as the installed base of stations in operation with a service contract is increasing and there is a full-year revenue effect of the stations that was put in commercial operation during 2024. As Cavendish has a project- based business, fluctuations in order intake and revenue recognition are to be expected.
To adapt and right-size the organisation to match the revised strategy and technology roadmap the company initiated a cost reduction and restructuring project. This was concluded in February 2025. 37% of our Full Time Equivalent employees have been laid-off. This will affect the cost levels negatively in the first half of 2025 while cost savings will be apparent in the second half of 2025.
During 2024 investment activities was according to plan with significant efforts made in the development of the High-Capacity Hydrogen Refuelling Station. As the market is delayed for this project the company has decided to adapt the investment effort to better tailor to the market needs. The company will continue its engineering efforts and explore customer and/or partner financing to build the first pilot HC-HRS.
Over the last year period, our stations have consistently delivered improved performance, leading to better uptime and reliability. Moving forward, operational improvements in the installed station fleet are expected to have a positive impact on margins.
With more than 20 years’ experience, constructive dialogues with existing and new customers, and with our equipment dispensing close to one million kg of Hydrogen in 2024, Cavendish is uniquely positioned to capture the hydrogen filling mobility market.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Cavendish Hydrogen ASA | Q4 2024 Financial Report
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Human capital, working environment and Social conditions
Cavendish's values and drivers
At Cavendish, Respect, Curiosity and Reliability are the values and drivers behind Employer behavior and constitute the roots of the company integrity. Embracing diversity and valuing different opinions and points of view is a key enabler to create more innovation, better solutions and a great place to work at Cavendish. Management as well as employees globally are recognized as and asked to stay curious and open-minded towards all aspects of interaction with external as well as internal people and business relations to constantly seeking continuous learning, creating innovative solutions and improvements. Employees and management strive for and must be recognized as a reliable partner in everything the company does resulting in high quality solutions on time.
Curiosity
Cavendish strives for continuous learning and improvements in processes, products as well as in local and global leadership. As part of the mandatory APV (Arbejdspladsvurdering) across the organization, local work groups across roles and departments facilitated by HR were established as an outcome of the results to ensure all input was translated into concrete actions and taken seriously. This bottom-up process ensured employee buy-in and commitment to support local leadership in becoming better, adjusting and managing expectations between employees and leaders.
Another initiative and action to capture the voice of the employees was introducing a Pulse survey pilot project across the global Projects & Service organization in KR, US and Denmark. The purpose of the pulse survey is to create an understanding for leaders and management about our employees’ motivation, engagement and well-being across teams and departments locally and globally. The purpose with Cavendish’ pulse survey is to open for ongoing feedback from the organization to
ensure updated and constructive feedback is highlighted and made “visible” while potential issues, challenges or concerns are still relevant for the organization to address, react and adapt to the feedback as soon as possible.
Setting direction, aligning expectations and giving feedback
Each year all managers invite their employees to a formal Appraisal dialogue with the purpose of looking back and evaluating the year that passed by, giving constructive feedback and praise good performance and together with the employees setting direction and new targets for expected business results and behavior in the year to come. The aim is to align on “the past” (how to continuously learn and develop) and ensure common ground for the short and mid- term activities and priorities and creating the line of sight for each employee; how each and everyone contributes to the overall business plans and priorities.
Equal treatment and diversity
Cavendish values and consists of a diverse workforce, enriched by the knowledge and experience derived from various professional backgrounds, beliefs, races and cultures. Cavendish acknowledges the critical importance of fostering a culture that promotes diversity and integrity, with equal opportunities for all irrespective of gender, cultural backgrounds, or race. At Cavendish we have a zero tolerance for discrimination, bullying or harassment of any kind and in alignment with this commitment, we publicly declare our status as an equal opportunity employer in all job advertisements. HR drives the hiring process in close collaboration with the Hiring manager, advising and supporting the Hiring manager to ensure equitable treatment of candidates at every stage of the recruitment process.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
In performance cases our managers collaborate closely with HR and it’s always an aim and ambition to ensure the employees are met with mutual respect, no discrimination based on gender, pregnancy, maternity leave ethnicity, religion etc. but is solely based on the individual’s performance and development opportunities.
Training & Development of our people
At Cavendish, our colleagues come from diverse backgrounds (education and industry experience) as well as different nationalities. Interacting with colleagues across countries is required and a must in most roles. As the world gets “smaller” and collaboration across countries becomes a higher demand, several employees asked for the opportunity to participate in English language courses to overcome the language barriers by upgrading and strengthening day- to-day and business English capabilities. This was initiated in 2024 with a high participation rate and all training was conducted during normal working hours with a professional English teacher at the location in Herning, Denmark. The outcome and effect of the training was evaluated as “value for money” and time spent, and similar courses will be offered in 2025 when relevant
and needed.
As continuous learning and development are important at Cavendish, all employees are asked to discuss development opportunities (online training, courses, side-by-side training etc.) with their direct manager in the yearly Appraisal process where development opportunities are identified and plans for the coming years training activities are established. For Cavendish colleagues in technical roles, both mandatory and optional safety, product, process etc. training courses (internally/externally) are offered.
Works council
As part of “the cooperation agreement” which contains rules on how the company and employees mutually inform each other about working conditions.
The Works Council discusses workplace matters, and fosters collaboration between management and employee representatives on decisions affecting staff, ensuring compliance with labor laws, implementing workers council agreements, and promoting fair treatment in the workplace.
Employees
Permanent employees by region and gender
Female
Male
Total
Female %
Denmark
30
150
180
17%
United States
5
24
29
17%
South Korea
3
15
18
17%
Austria
1
6
7
14%
Norway
0
1
1
0%
Total number of permanent employees
39
196
235
17%
Employees measured as headcount number at year end.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Working hours
Female
Male
Total
Female %
Full-time employees
37
195
232
16%
Part-time employees
6
5
11
55%
Total number of employees
43
200
243
18%
Employee turnover rates
Turnover rate %
Total turnover rate 1
20.6%
Total turnover rate excluding temporary employees
18.2%
Involuntary terminations 2
9.8%
Voluntary terminations 3
7.4%
Temporary employees - end of contract
60%
1 The temporary employees whose contract expired in 2024 and wasn't renewed are not included in the total employee turnover
2 The involuntary terminations in 2024 were as result of organizational reductions
3 Voluntary terminations are defined by employees retiring in 2024 and own resignations in 2024
Parental leave
Cavendish supports that all employees, regardless of gender, can take parental leave. Cavendish applies same opportunities and conditions for maternity and paternity leave for employees covered by the CBA in Denmark as for Salaried employees outside of the CBA scope. Cavendish believes this approach is crucial for supporting an employee’s work-life balance and overall well-being.
Parental leave
Female
Male
Took parental leave
3
13
Percentage of entitled employees that took parental leave
100%
100%
Average number of weeks of parental leave
9.0
6.7
Sick leave
Sick leave
Unit of measure
Total sick leave
Days
1 273
Total sick leave rate (share of sick leave)
% of working days
2.1%
Health of the employees
To ensure further focus on Cavendish’ most important asset; the employees; Cavendish introduced and offered a professional Health check in 2024 to all employees in Denmark (by a professional Danish Health care provider) - similar activities were initiated across the regions.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Occupational health and safety
At Cavendish occupational health and safety is a top priority and is anchored within Management. The safety focus in incorporated in all levels of the organization, e.g. through the company’s Work Environment Organization (Arbejdsmilljøorganisation), and efforts are defined with purpose to continue building the culture where the organization discusses health- and safety topics and openly shares ideas and observations for potential further improvements.
Therefore, Cavendish defined in 2024 specific focus efforts to develop the culture, and improve results, with the ambition to significantly reduce the number of Lost Time- and Recorded safety incidents. We have in 2024 seen extremely positive results and had no lost time- or recordable injuries during the year;
The Lost Time Injury Rate (LTIR), which measures the number of incidents that result in time away from work, dropped from 11,3 at the beginning of the year to 0 at the end of the year, a reduction of 100%
The Recordable Incident Rate (TRIR), which measures the number of lost time-, restricted work- and medical treatment cases, dropped from 13,6 at the beginning of the year to 0 at the end of the year, a reduction of 100%.
The progress Cavendish has made during 2024 is a result of many reinforcing initiatives:
Putting safety first in terms of our priorities
Discussing safety and sharing safety moments at every all-hands meeting
Continuing company-wide programs digital reporting of hazards (Short-Term Incentive scheme of employees 2024)
Improving our safety training courses further, with a focus on practical topics like behaviors, hazard recognition
Re-training all our service technicians in our internal service training
Continued the developing of root cause analyses of hazardous observations and lost time incidents internally and sharing across the functions and regions
Cavendish has dedicated QHSE resources reporting to executive management about safety incidents, preventive safety actions and implemented responses to incidents occurring in accordance with Cavendish’s procedure for incident handling.
Further Cavendish requires that all our employees and relevant contractors receive appropriate safety training and equipment.
Key Performance Indicators
Unit of measure
2024
2023
Change
Total Recordable Injury rate (TRIR)
TRI /1 mio. hours worked
0
13.6
-13.6
Lost time Injury Rate (LTIR)
LTI /1 mio. hours worked
0
11.3
-11.3
Hazardous- and near-miss reports
Number of reports
812
353
459
Obligatory safety training all employees
% of employees
100%
100%
0%
Key Performance Indicators related to Health and Safety
Ethical business conduct and compliance
Cavendish Hydrogen ASA is founded on a clear commitment to compliance with applicable laws and to conducting business with integrity. Operating globally with a diverse project portfolio and extensive third-party engagement, we consider a strong culture of compliance fundamental to maintaining trust and achieving sustainable business outcomes.
Since our spin out from Nel ASA in 2024,
Cavendish has maintained and further refined a solid governance framework, which underpins our approach to ethics and compliance. During the year, we introduced a series of targeted enhancements, including onboarding a new compliance e-learning platform and a whistleblower reporting channel - both designed to reflect Cavendish’s organizational structure and specific risk landscape.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Our compliance training program has been expanded with customized courses aligned with Cavendish’s operational context and legal exposure. Training modules are now available in all major languages spoken within our workforce, ensuring employees can access content in their native language. While English remains the official corporate language, the multilingual approach improves engagement and reinforces a shared compliance culture across the organization.
Training is a key element of our compliance efforts. All employees are required to complete training, which addresses core areas such as anti-corruption, competition law, sanctions compliance, data protection, and workplace behaviour including prevention of discrimination and harassment.
Whistleblowing
In 2024, Cavendish introduced our new dedicated whistleblower channel. The channel provides a secure and confidential way to report concerns related to potential breaches of laws, internal policies, or other serious misconduct in a work-related context. Reports can be submitted anonymously, and all communication takes place via an encrypted platform to ensure
confidentiality throughout the process.
In 2024, no concerns were raised through the whistleblower system.
Further information and access to the whistleblower system are available at:
https://report.whistleb.com/cavendishh2
Privacy
In 2024 Cavendish has implemented a new group-wide Data Protection Policy to strengthen our data governance and ensure alignment with applicable privacy legislation, including the EU General Data Protection Regulation (GDPR). The policy applies to all entities within the Cavendish group and governs the handling of personal data across our operations.
Cavendish has established a Data Protection Board, composed of the General Counsel, Head of HR, and Head of Operational IT. The Data Protection Board oversees compliance efforts, reviews new processing activities, manages updates to the policy owned by the Board of Directors, and ensures appropriate risk assessments and training are conducted.
Transparency Act Statement
Cavendish Hydrogen ASA is committed to conducting business with integrity and to respecting fundamental human rights and decent working conditions throughout its operations and supply chains.
The Norwegian Transparency Act sets out requirements to explain how work is carried out to identify and manage actual and potential negative impacts, to report on identified impacts and risks, and to describe the measures taken or plans to implement in response. Examples of such impacts may include poor working conditions, child or forced labour, discrimination, lack of freedom of association, or inadequate wages
Governance Supplier Declaration
Cavendish requires all suppliers to confirm adherence to its Supplier Declaration, which sets clear requirements regarding compliance with applicable laws, respect for labour and human rights, anti-corruption, and environmental responsibility. Suppliers are required to at least uphold these standards throughout their own supply chains.
Due diligence process
Cavendish applies a risk-based approach to third-party management, supported by the Ethixbase360 platform.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Our due diligence process is guided by the OECD Due Diligence Guidance for Responsible Business Conduct and is carried out to identify and assess potential or actual risks to human rights and working conditions in our own operations, among suppliers, and across relevant parts of the value chain.
The process among others includes supplier screening and continuous monitoring, with a particular focus on geographies and sectors associated with elevated risk.
Identified risks
No actual adverse impacts were identified in 2024.
Mitigating measures
Where concerns arise, suppliers are actively engaged for clarification and potential remediation. Non-compliance may lead to termination of the supplier relationship.
Access to information
Cavendish maintains appropriate measures to respond to public requests under Section 6 of the Transparency Act and is committed to timely and transparent communication.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
NUES Corporate Governance Report
The Board of Directors (also, the board) and management of Cavendish Hydrogen are committed to maintaining high ethical standards and promoting good corporate governance.
The company believes that good corporate governance builds confidence among shareholders, employees, partners, customers, and other stakeholders, and thereby supports maximum value creation over time. The equal treatment of all shareholders lies at the heart of the company’s corporate governance policy.
Cavendish Corporate Governance Report is based on the Norwegian Code of Practice for Corporate Governance (“the code” from NUES), dated 17 October 2018 and its amendments. The code is available on www.nues.no Observance of the recommendations is based on the “comply or explain” principle. Cavendish board and management have resolved to follow the recommendations of the Code to the extent deemed reasonable in view of the company’s size and stage of development.
Business
Cavendish Hydrogen ASA’s business purpose is to develop, produce, install and commission and provide service and maintenance of hydrogen fueling stations. The company invest in and/or own rights in production and sale of hydrogen fueling stations, or other related areas.
Cavendish Hydrogen is a global leader in hydrogen fueling solutions for the mobility sector. Driven by the vision to end emission from mobility, Cavendish is committed to providing safe, competitive, and reliable hydrogen fueling solutions, offering the convenience of traditional fuels but with zero emissions.
With a dedicated team across offices on three continents, the company covers the entire value chain from development and production to installation, commissioning, and maintenance. Through value creation and cutting-edge technology, Cavendish is setting new standards for fueling heavy-duty vehicles with reliable hydrogen solutions. Cavendish Hydrogen ASA is listed on the Oslo Stock Exchange (CAVEN) and headquartered in Herning, Denmark.
Cavendish is committed to create value for shareholders in a sustainable manner.
Capital and dividend
The company’s registered share capital as of 31 December 2024 consisted of 33 618 145 shares, including both outstanding shares and treasury shares, with a par value of EUR 0.20 per share. The company has in place a shareholder return policy.
The distribution of dividends and repurchase of
shares are subject to the discretion of the Board of Directors at Cavendish Hydrogen ASA. The company is currently in a growth phase, with substantial investments directed towards new technology development and organizational development. Considering the company’s state, shareholder returns in the form of dividends or share buy-backs are currently not prioritized.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Equal treatment of shareholders and transactions with related parties
All shares in Cavendish Hydrogen ASA carry one vote, and the shares are freely transferable. The company has only one share class, and all shareholders have equal rights. Existing shareholders are given priority in the event of share capital increases unless special circumstances warrant deviation from this principle.
On 15 May 2024, the Company’s extraordinary general meeting granted the Board of Directors:
• An authorization to acquire the Company’s own shares by up to EUR 142 541 (corresponding to 5% of the Company’s share capital at such time) for the purpose of optimizing the Company’s share capital structure etc. The authorization is valid until the Company’s ordinary general meeting in 2025, however latest until 30 June 2025.
• An authorization to acquire the Company’s own shares by up to EUR 142 541 (corresponding to 5% of the Company’s share capital at such time) in connection with the Company’s incentive programs.
The authorization is valid until the Company’s ordinary general meeting in 2025, however latest until 30 June 2025.
On 29 May 2024, the Company’s extraordinary general meeting granted the Board of Directors:
• An authorization to increase the Company’s share capital by up to EUR 1 140 327 (corresponding to 20% of the Company’s share capital) for the purpose of investments within the Company’s operations, by offering shares to potential strategic investors or partners, and to strengthen the Company’s equity. Within this aggregated amount the authorization can
be used one or more times. The authorization is valid until the Company’s ordinary general meeting in 2025, however latest until 30 June 2025. The shareholders’ preferential rights to subscribe for Shares pursuant to section 10-4 of the Norwegian Public Companies Act may be set aside under the authorization pursuant to section 10-5 of said Act.
• An authorization to increase the Company’s share capital by up to EUR 570 164 (corresponding to
10% of the Company’s share capital) in connection with the Company’s incentive programs. Within this aggregate amount the authorization can be used one or more times. The authorization is valid until the Company’s ordinary general meeting in 2025, however latest until 30 June 2025. The shareholders’ preferential rights to subscribe for Shares pursuant to section 10-4 of the Norwegian Public Companies Act may be set aside under the authorization pursuant to section 10-5 of said Act.
Other than the above, the Board of Directors has no authorization to increase the Company’s share capital or to acquire the Company’s own Shares as of the date of the annual report.
Transactions between the company and related parties, including members of the board or persons employed by the company either personally or through companies belonging to related parties, must be based on terms achievable in an open, free and independent market, or on a third-party valuation. Significant transactions with related parties must be approved by the general meeting.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Nomination commitee
In accordance with Cavendish articles of association, the general meeting shall establish a nomination committee comprising of three to five members.
The nomination committee evaluates and proposes board members to the general meeting and makes recommendations on director remuneration. No board members or representatives of company management are members of the nomination committee. Nomination committee members are elected for a one-year term.
At an extraordinary general meeting on 29 May 2024, the following persons were elected to the nomination committee and serve until the 2025 annual general meeting:
• Hanne Blume, chair
• Mai-Lill Ibsen, member
• Rune Sørensen, member.
General meeting
Shareholders can exercise their rights at general meetings, and the company wants general meetings to be a meeting place for shareholders and the board. The company will seek to enable as many shareholders as possible to participate in general meetings. Meeting documents will be published on the company’s website no later than 21 days before a general meeting.
The company endeavours to ensure that meeting documents are sufficiently detailed to enable shareholders to take a view on all matters to be considered. The deadline for notifying attendance at a general meeting is set as close to the meeting as possible.
Shareholders who are unable to participate themselves may vote by proxy. The proxy form will be designed so that it can be used to vote on all matters up for consideration, and on candidates for election.
In 2024, an extraordinary general meeting was
held on 29 May and 100 percent of the total share capital was represented. This meeting happened before the separate listing of the company. The company encourages board members and nomination committee to attend general meetings. The external auditors are also invited to attend.
In accordance with the articles of association, general meetings are chaired by the board chair if no-one else is elected to do so. Minutes of general meetings are published in the form of stock exchange notifications and on the company’s website.
In November 2024 a group of individual investors called for an extraordinary general meeting that was held 6 December 2024.
The meeting elected a new Board of Directors. Subsequently another extraordinary general meeting was called for and held on 9 February 2025 re-instating the initial Board of Directors.
Free transferability
The company’s shares are listed on the Oslo Stock Exchange under the ticker “CAVEN” and are freely transferable.
The Articles of Association contain no restrictions on transferability.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Board composition and independence
The board members and chair of the board are elected by the general meeting. The board’s composition is designed both to represent the interests of all shareholders and meet the company’s need for expertise, capacity, and balanced decision-making.
The board should function as an effective collegiate body. The board is elected for a one- year term, and board members may stand for re- election. The CEO is not a member of the board.
According to its articles of association, Cavendish board must have between three and seven members.
At an extraordinary general meeting 15 May 2024, Jon André Løkke, chair of the board, Vibeke Strømme, Mimi Berdal, Allan Andersen,
and Kim Kristensen were all elected to the board.
From 6 December 2024 the extraordinary general meeting elected a Board consisting of Lavrans Grjotheim, Anders Imenes og Sheri Shamlou. They served for a period that lasted until 7 February 2025 when another extraordinary general meeting elected Jon André Løkke, chair of the board, Vibeke Strømme, Mimi Berdal, Allan Andersen, and Kim Kristensen as the new board of directors. Each of the board members are considered independent from the company’s day-to-day management.
The board is qualified to assess the day-to-day management and significant contracts entered into by the company on an independent basis. See also note 7.4 (group) and note 12 (parent company) for transactions with related parties.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
The work of the Board
A plan for the boards’ work is prepared every year. The board has also adopted instructions for the board and CEO, detailing the work and responsibilities of the board and CEO, respectively.
The board ensures the company’s business is properly organised and that plans and budgets are prepared. The board’s plans and rules of procedure ensure the board is kept informed of the company’s financial position and that the business, asset management, and accounts are subject to controls.
Cavendish' Code of Conduct includes guidelines for how conflicts of interests that may arise should be handled with. The code applies to all members of the board and employees of Cavendish. The board are not aware of any transactions that were material between the group and its shareholders, board members, executive management or related parties in 2024, save any listed under item 8 independence.
The chair of the board ensures the proper functioning of the board. The chair of the board leads the board meetings and prepares board matters in cooperation with the CEO. The Head of Legal keeps minutes of board meetings, which are approved and signed by all board members. In addition to ordinary board meetings, annual strategy meetings are held, devoted to the in depth assessment of major challenges and opportunities for the company.
The board manages the company’s strategic planning and assesses its strategy regularly. The board evaluates its composition and the board work at least once per year. The evaluation may also cover the way in which the board functions, at both individual and group level, in relation to the objectives that have been set for its work. The evaluation reports are presented to the nomination committee.
In 2024, the board conducted 4 board meetings with 100% meeting attendance. The meetings
were held at group headquarters in Herning, one meeting in Oslo at the Norwegian Parent company and/or virtual meetings due to travel convenience, and also treated a number of issues by circulation of documents.
The company has an audit committee consisting of 3 members from the board, which is governed by the Norwegian Public Limited Liability Companies Act. The audit committee assist the board in exercising its oversight responsibility with respect to the integrity of the company’s financial statements, financial reporting processes and internal controls, risk management and compliance system. With the broader mandate, the committee is referred to as the Audit and Risk Committee. The members of the audit committee are appointed by and from the members of the board, and currently consist of Allan Andersen as chair, Mimi Berdal and Kim Kristensen as members. Current members are independent of the company’s management. The audit committee conducted 2 meetings with 100% meeting attendance in 2024.
The company has a remuneration committee, which consist of 2 members from the board. The committee shall assist the board in exercising its oversight responsibility, in particular to compensation matters pertaining to the CEO and other members of the executive management, compensation issues of principal importance and strategic people process in the company, in particular related to succession, recruitment, talent and diversity and inclusion. The committee currently consist of Vibeke Strømme as chair and Jon Andre Løkke as member.
The committee has held 2 meetings with 100% meeting attendance in 2024. The committee was also involved in discussions related to the recruitment of strategic positions for Cavendish and key organisational adjustments through the year.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Risk management and internal controls
Risk management and internal controls are important to Cavendish Hydrogen. They enable the company to achieve its strategic objectives, and are an integral part of management decision making processes, the organisational structure, and internal procedures and systems.
Cavendish’s enterprise risk management process is value driven and aims to identify, assess and manage risk factors that could impact the value of the company. The process is to mitigate potential damages and loss, and to explore business opportunities. The enterprise risk management function has the responsibility to facilitate the legal and operational risk management activities and develop risk policies and tools as well as maintaining an aggregated view of risk exposure.
The function reports to the CEO with active involvement by Cavendish’s General Counsel and CFO. Risk management and internal control requirements have been evaluated by management and the board, and a set of appropriate procedures and our established framework is inspired by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) ERM framework and the ISO 31000 risk management standard.
The materiality of each risk factor is determined by assessing the likelihood and consequence. Risks are evaluated to determine whether the level is acceptable or unacceptable and to prioritise those that have the greatest potential to impact our value. We implement mitigating strategies to ensure that each risk is optimally managed.
Risk mitigation plans are based on evaluations of the cost of control and potential impacts relative to the benefits of reducing the risk. The operating segments are responsible to maintain business continuity plans. The post-mitigation residual risks are continually monitored by the operating segments. The mitigation strategies, residual risks and risk appetite are reviewed and updated by the executive management during bi-yearly dedicated business review meetings.
The board believes that expressing the company’s risk appetite within important areas of its business activity helps to convey how the company approaches and evaluates risk to investors, customers and society at large. The audit committee will perform ongoing evaluations of the Company’s Enterprise Risk Management process. In this context, emphasis is also given to ensuring that the company operates in accordance with accepted ethical guidelines and values, including guidelines on how employees can communicate matters relating to illegal or unethical behaviour on the company’s part to the board.
The company believes that its values and control procedures meet requirements found within the environmental, social, and governance domain, and are proportionate to the scope and nature of its business.
Cavendish’ regular business activities entail exposure to various types of risk. The company proactively manages such risks, and the board regularly analyses its operations and potential risk factors and takes steps to reduce risk exposure. The company places a strong emphasis on quality assurance, and has quality systems implemented, or under implementation, in line with the requirements applicable to its business operations.
The most significant risk factors are discussed in more detail in the notes 6.1-6.4 to the annual accounts. The company’s financial reporting complies with the laws and regulations applicable to companies listed on the Oslo Stock Exchange. The board reviews the company’s financial position frequently through reporting and reviews at board meetings and reviews the financial statements at the end of every quarter. At least once per year, the board assesses the company’s risk profile by reference to strategic, operational, and transactional factors.
As a listed company, Cavendish Hydrogen has a special responsibility relating to the insider trading rules, the provision of information, and
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
share trading. The company has guidelines to ensure board members, senior management, and other insiders comply with relevant
legislation and rules relating to insider trading in the company’s shares.
Board remuneration
Cavendish Hydrogen’s general meeting determines the remuneration of the board based on a recommendation by the nomination committee. Board remuneration must reflect the board’s expertise and time investment, as well as the complexity of the business and the fact that Cavendish is a listed company.
Remuneration takes the form of a fixed annual amount and is not tied to the company’s performance or share price. An assessment regarding the independence of the directors and chair of the board is set out in section 8 above. The board remuneration for 2024 is outlined in note 7.4 to the annual accounts.
Remuneration of senior management
The board prepares guidelines on the
remuneration of the company’s senior management. These guidelines, as well as details of the remuneration packages and incentive schemes of the CEO and other senior executives, are set out in the note 7.2 to the annual accounts.
The guidelines on the remuneration of senior management must be submitted to the general meeting.
The remuneration policy was approved by the shareholders at the extraordinary general meeting held on 15 May 2024. The board considers that the remuneration paid to senior management reflects market practice and that
the remuneration packages do not include any unreasonable terms, for example in connection with resignation or termination of employment. In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the board has prepared a report on salary and other remuneration to the executive management.
The remuneration report for 2024 will be presented to the general meeting in 2025 for an advisory vote. The remuneration report is made available during April 2025, on www. cavendishh2.com .
The shareholdings of executive management are outlined in note 7.2 (group).
Information and communication
The company publishes a financial calendar on an annual basis, which includes the dates of general meetings and dates for the presentation of interim reports.
Presentation of the quarterly reports are broadcasted through pre-recorded presentations and live Q&A sessions are held to enable investors, analysts and other interested
parties to ask questions directly to executive management.
Press releases and stock exchange notifications are typically posted on the company’s website, www.cavendishh2.com . All stock exchange notifications are also available at www.newsweb. no .
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
The company complies with all applicable disclosure laws and practice, including equal treatment requirements. The ability to provide information about the company in addition to published reports is restricted under stock exchange regulations.
Inside information is only released to persons other than primary insiders when the company considers it necessary, and then only in accordance with a system of insider declarations and insider lists. The insider lists are maintained by the CFO.
Company takeovers
Notice to general meetings of shareholders is sent directly to shareholders with known addresses unless they have consented to receive these documents electronically.
All information sent to the shareholders is made available on www.cavendishh2.com when distributed. The company wishes to maintain a constructive, open dialogue with its shareholders, analysts, and the stock market in general. The company holds regular presentations for investors, analysts, and shareholders.
The company’s CFO is responsible for external communication and investor relations. The CEO, CFO and chair of the board are all authorised to speak on behalf of the company and may delegate their authority in this regard as they
consider appropriate.
In the event of a takeover situation, the company’s board and management will endeavour to ensure the equal treatment of shareholders. The board will ensure that shareholders are given information and time to evaluate any bona fide bid and will endeavour to provide a recommendation to shareholders as to whether or not the bid should be accepted.
The board and management will help ensure that there are no unnecessary disruptions to the business in the event of a takeover. Moreover, such a situation will be governed by the provisions applicable to listed companies.
Auditor
The external auditor attends the board meeting at which the annual financial statements are approved. As part of the approval, the board should at least once a year review the company’s internal control procedures with the external auditor, including weaknesses identified by the auditor and proposals for improvement.
The external auditor participates in all meetings of the audit committee. The auditor presents an annual audit plan to the audit committee. The board has adopted guidelines on management’s use of the auditor for services other than auditing.
The Public Audit Act entered into force on January 1, 2021. Extended tasks including purchase of non-audit services and follow-up of the external auditor are considered by the audit committee.
Non audit services are subject to pre-approval as defined by the audit committee. The fee payable to the auditor is specified in note 7.3 to the annual accounts and is categorised under the items statutory audit, attestation and non- auditing services. The board submits proposals regarding the fees payable for the statutory audit to the general meeting for approval.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Herning, 29 th of April 2025
Jon André Løkke
Chairman of the Board
(Electronically signed)
Mimi Kristine Berdal
Board member
(Electronically signed)
Vibeke Strømme
Board member
(Electronically signed)
Robert Borin
CEO
(Electronically signed)
Allan Bødskov Andersen
Board member
(Electronically signed)
Kim Søgård Kristensen
Board member
(Electronically signed)
The Board of Directors
Responsibility statement
We confirm that, to the best of our knowledge, the financial statements for the period from 1 January 2024, up to and including 31 December 2024, have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the company, and that the directors’ report includes a fair review of the development and performance of the business and the position of the company as a whole together with a description of the principal risks and uncertainties the company faces.
39
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Consolidated Financial Statements 2024 Cavendish Group
39
Cavendish Hydrogen ASA | Q4 2024 Financial Report
40
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 1.1 - Corporate information 46
Note 1.2 - Basis for Preparation 46
Note 1.3 - Significant judgements, estimates and assumption 48
Note 2.1 - Revenue from contracts with customers 49
Note 2.3 - Segment information 54
Note 2.5 - Personnel expenses 55
Note 2.6 - Other operating expenses 57
Note 2.7 - Finance income and cost 57
Note 2.9 - Earnings per share 60
Note 3.1 - Intangible assets 61
Note 3.2 - Property, plant and equipment 65
Note 3.4 - Non-current financial assets 70
Note 4.2 - Trade receivables 71
Note 4.3 - Prepaid expenses and other current assets 72
Note 4.4 - Cash and cash equivalents 72
Note 5.1 - Share capital and shareholders 73
Note 5.4 - Other liabilities 76
Note 6.1 - Operational risk factors 78
Note 6.2 - Financial risk factors 81
Note 6.3 - Market risk factors 82
Note 6.4 - Climate-related risks and opportunities 84
Note 7.1 - Composition of the group 84
Note 7.2 - Executive management remuneration 85
Note 7.3 - External audit remuneration 85
41
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Consolidated statement of comprehensive income
1 January - 31 December
(Amounts in EUR thousand) |
Note |
2024 |
2023 |
Revenue and income |
|||
Revenue from contracts with customers |
2.1, 2.3 |
|
|
Other income |
2.2 |
|
|
Total revenue and income |
|
|
|
Operating expenses |
|||
Raw materials |
2.4 |
|
|
Personnel expenses |
2.5 |
|
|
Depreciation, amortisation and impairment |
3.1, 3.2 |
|
|
Other operating expenses |
2.6 |
|
|
Total operating expenses |
|
|
|
Operating loss |
- |
- |
|
Finance income |
2.7 |
|
|
Finance cost |
2.7 |
- |
- |
Pre-tax income (loss) |
- |
- |
|
Tax expense (income) |
2.8 |
- |
- |
Net income (loss) attributable to equity holders of the company |
- |
- |
|
Other comprehensive income that are or may subsequently be reclassified to profit or loss |
|||
Currency translation differences |
- |
|
|
Cash flow hedges, effective portion of changes in fair value |
6.5 |
- |
- |
Other comprehensive income |
- |
|
|
Total comprehensive income attributable to equity holders of the company |
- |
- |
|
Basic earnings per share (figures in EUR) |
2.9 |
- |
- |
Diluted earnings per share (figures in EUR) |
2.9 |
- |
- |
42
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Consolidated statement of financial position
(Amounts in EUR thousand) |
Note |
31.12.2024 |
31.12.2023 |
ASSETS |
|||
Intangible assets |
3.1 |
|
|
Property, plant and equipment |
3.2, 3.3 |
|
|
Other non-current financial assets |
3.4 |
|
|
Total non-current assets |
|
|
|
Inventories |
4.1 |
|
|
Trade receivables |
4.2 |
|
|
Contract assets |
2.1 |
|
|
Other current assets |
4.3 |
|
|
Cash and cash equivalents |
4.4 |
|
|
Total current assets |
|
|
|
TOTAL ASSETS |
|
|
|
EQUITY AND LIABILITIES |
|||
Share capital |
5.1 |
|
|
Treasury shares |
5.1 |
|
|
Share premium |
5.1 |
|
|
Retained earnings |
5.1 |
- |
|
Other components of equity |
5.1 |
|
|
Total equity |
|
|
|
Deferred tax liability |
2.8 |
|
|
Long-term debt |
5.2 |
|
|
Lease liabilities |
3.3 |
|
|
Deferred income |
5.3 |
|
|
Other non-current liabilities |
5.4 |
|
|
Total non-current liabilities |
|
|
|
Trade payables |
|
|
|
Lease liabilities |
3.3 |
|
|
Contract liabilities |
2.1 |
|
|
Other current liabilities |
5.4 |
|
|
Provisions |
5.5 |
|
|
Total current liabilities |
|
|
|
Total liabilities |
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
|
43
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Consolidated statement of cash flows
(Amounts in EUR thousand) |
Note |
2024 |
2023 |
Cash flow from operating activities |
|||
Pre-tax income (loss) |
- |
- |
|
Adjustments for interest expense |
2.7 |
|
|
Depreciation, amortisation and impairment |
3.1, 3.2 |
|
|
Change in fair value equity instruments |
2.7, 4.3 |
|
|
Equity-settled share-based compensation expense |
2.5 |
|
|
Change in provisions |
5.5 |
- |
- |
Change in inventories |
4.1 |
|
- |
Change in trade receivables and contract balances |
2.1, 4.2 |
- |
|
Change in trade payables |
- |
- |
|
Changes in other balances |
4.3, 5.4 |
- |
|
Net cash flow from operating activities |
- |
- |
|
Cash flow from investment activities |
|||
Purchases of property, plant and equipment |
3.2 |
- |
- |
Payments for capitalised technology |
3.1 |
- |
- |
Proceeds from sales of property, plant and equipment |
3.2 |
|
|
Net cash flow from investing activities |
- |
- |
|
Cash flow from financing activities |
|||
Interest paid |
2.7 |
- |
- |
Payment of lease liabilities |
3.3 |
- |
- |
Payment of non-current liabilities |
5.2 |
- |
- |
Proceeds from new loans |
5.2 |
|
|
Proceeds from capital increase |
5.1 |
|
|
Net cash flow from financing activities |
|
|
|
Foreign currency effects on cash |
- |
|
|
Net change in cash and cash equivalents |
|
|
|
Cash and cash equivalents beginning of period |
4.4 |
|
|
Cash and cash equivalents |
4.4 |
|
|
44
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Consolidated statement of changes in equity
(Amounts in EUR thousand) |
Share capital |
Treasury shares |
Share premium |
Retained earnings |
Currency translation difference |
Other components of equity |
Total equity |
Equity as of 31.12.2022 |
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
- |
|
- |
- |
Debt conversions |
|
|
|
|
|
|
|
Options and share program |
|
|
|
|
|
|
|
Equity as of 31.12.2023 |
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
- |
- |
- |
- |
Capital Increase 1 ) |
|
|
|
- |
|
|
|
Options and share program |
|
|
|
|
|
|
|
Equity as of 31.12.2024 |
|
|
|
- |
|
|
|
1)
Cavendish
Hydrogen
ASA
was
established
on
13
March
2024
with
a
capital
increase
of
NOK
|
Herning, 29 th of April 2025
The Board of Directors
Jon André Løkke
Chairman of the Board
(Electronically signed)
Mimi Kristine Berdal
Board member
(Electronically signed)
Vibeke Strømme
Board member
(Electronically signed)
Allan Bødskov Andersen
Board member
(Electronically signed)
Kim Søgård Kristensen
Board member
(Electronically signed)
Robert Borin
CEO
(Electronically signed)
45
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Notes to the Consolidated Financial Statements
45
Cavendish Hydrogen ASA | Q4 2024 Financial Report
46
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Notes to the consolidated financial state- ments
Note 1.1 - Corporate information
Cavendish Hydrogen ASA became the parent of the Fueling Group (“the group”) in May 2024 through an internal reorganization whereby Nel ASA transferred all its shares in Nel Hydrogen Inc, Nel Korea Co. Ltd, Nel Hydrogen A/S (the “Fueling Entities”) to the group. This included shares in Nel Austria GmbH as a subsidiary of Nel Hydrogen A/S and Hydrogen Energy Network as an investment in Nel Korea Co. Ltd.
The transactions listed above are considered to be common control transactions and were recognized on a carry-over basis. In general, all amounts presented for the comparative period 2023 have therefore been recorded at predecessor values as they have been included in Nel ASA's financial statements.
Cavendish Hydrogen ASA was distributed to the shareholders of Nel ASA on 12th June 2024 by way of a dividend in kind, through a distribution regarded as repayment of paid in capital by the shareholders of Nel ASA.
The Company is a public limited liability company listed on the Oslo Stock Exchange and domiciled in
Note 1.2 - Basis for Preparation
The consolidated financial statements of Cavendish Hydrogen ASA and its subsidiaries (collectively “the Group” or “Cavendish”) comprise the statement of total comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and related notes.
Applying predecessor accounting Cavendish account for the transaction mentioned in Note 1.1 as if it had taken place prior to the comparative
period presented. The financial statements therefore present historical information as if the Company and its subsidiaries constituted the group of entities under control of the Company in 2023.
The comparative figures in the financial statements presented herein have been carved out of the financial statements of Nel ASA Group as if the Company had obtained the control of the assets and liabilities of the Fueling entities as of 1 January 2023. The carrying amounts of the assets and liabilities in 2023 in the financial statements are based on the predecessor values of the consolidated financial statements prepared by the previous parent company Nel ASA.
47
Cavendish Hydrogen ASA | 2024 Annual Financial Report
As reorganization of ownership interests, assets and liabilities under common control is outside the scope of IFRS 3 Business Combinations, predecessor accounting approach has been applied following IAS 8.12 and industry practise.
Accounts are based on the principle of historical cost, except for certain financial instruments, which are measured at fair value.
The consolidated financial statements are presented in Euro (EUR) to reflect the main influcences on the group's sales prices and cost base. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of Cavendish Hydrogen ASA is Norwegian krone ("NOK").
For presentation purposes, balance sheet items are translated from functional currency to presentation currency by using exchange rates at the reporting date.
All values are rounded to the nearest thousand, unless when indicated otherwise. As a result of rounding differences numbers or percentages may not add up to the total.
The financial statements are prepared based on a going concern assumption.
Definition and applying of materiality judgements in preparation of these con-solidated financial statements
These consolidated financial statements aim to provide useful financial information which increase the understandability of Cavendish and its performance. To meet the information needs of its primary users, Cavendish apply materiality judgments which are necessary to meet this objective, and Cavendish has made such judgments related to recognition, measurement, presentation and disclosures. Within these consolidated financial statements information
is considered material if omitting, misstating or obscuring it could reasonably be expected to influence decisions taken by primary users based on the information provided. In practice this will lead to Cavendish omitting certain information if it is assessed it will obscure the material information. The materiality judgments are reassessed at each reporting date and updated based on changed facts and Cavendish specific circumstances.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the parent company and its subsidiaries as of 31 December 2024. Consolidation of a subsidiary begins when the group obtains control over the subsidiary and ceases when the group loses control of the subsidiary. Control is achieved if, and only if, the group has power over the investee, is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to affect those returns through its power over the investee.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the group has less than a majority of the voting or similar rights of an investee, the group considers all relevant
facts and circumstances in assessing whether it has power over an investee, including: i) The contractual arrangement with the other vote holders of the investee, ii) Rights arising from other contractual arrangements and iii) The group’s voting rights and potential voting rights.
The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the group gains control until the date the group ceases to control the subsidiary.
48
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the group. There are no non-controlling interests in the Group as all subsidiaries are 100 % owned. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the group are fully eliminated upon
consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities and other components of equity while any transaction gain or loss is recognised in statement of comprehensive income.
Foreign exchange and currency
Transactions and balances
Transactions in foreign currencies are converted to functional currency to the exchange rate on the transaction date. Exchange rate gains and losses are recognised within ‘finance cost’ in the profit or loss. Foreign currency monetary items are translated into functional currency using the balance sheet closing rates. Non-monetary items that are measured in terms of historical cost in a foreign currency continue to be translated using the exchange rate that prevailed at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates that prevailed at the date when the fair value was measured.
All foreign currency translations are recognised in profit or loss as finance cost.
Consolidation of subsidiaries
The individual financial statements of a subsidiary are prepared in the subsidiary’s functional currency. In preparing the consolidated financial statements, the statement of comprehensive income items from the subsidiaries are converted to EUR using the respective monthly average exchange rates, while statement of financial position items is converted using the rate at year-end. Exchange rate gains and losses are recognised net within Other comprehensive income and accumulated in Currency translation differences in ‘Other components of equity’.
Statement of comprehensive income
The Group present a single statement of ‘Consolidated statement of comprehensive income’ which comprise all components of profit
or loss, OCI and the comprehensive income for the period.
Statement of cash flows
The Group uses the indirect method for the presentation of the cash flow statement.
Note 1.3 - Significant judgements, estimates and assumption
The preparation of the consolidated financial statements in accordance with IFRS and applying the chosen accounting policies requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an ongoing basis.
49
Cavendish Hydrogen ASA | 2024 Annual Financial Report
The accounting policies applied by management which includes a significant degree of estimates and assumptions or judgments that may have the most significant effect on the amounts recognized in the financial statements, are summarized below:
Revenue recognition from contracts with customers (note 2.1)
Deferred tax assets (note 2.8)
Development costs and impairment testing (note 3.1)
A detailed description of the significant estimates and assumptions are included in the individual note referenced above.
Note 2.1 - Revenue from contracts with customers
The revenue in the Company is from sale of hydrogen fueling stations, including installation, commissioning, and long-term service agreements. Additionally, the Company earns revenue from replacement parts and accessories in the aftermarket.
The Group’s revenues result from the sale of goods or services and reflect the consideration to which the Group is and expect to be entitled. IFRS 15 requires the Group to assess revenue recognition based on a five-step model. For its customer contracts, the Group identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognises the revenue when
(or as) the performance obligations are satisfied.
Revenue recognition is determined on a contract-by-contract basis by determining the terms and performance obligations given in a specific contract. Based on the specific customer contract and its obligations, revenue under IFRS 15 is either recognised at a point in time or over time, 72% (2023: 88%) and 28% (2023: 12%) of revenue in 2023, respectively. Revenue is recognised over-time using the method that best depicts the pattern of the transfer of control over time. The method applied is the cost-to-cost input method, adjusted as time and goods are delivered to the customer. Costs of performance under the contract are expensed as incurred.
Significant accounting judgements – revenue recognition
The Group applied the following judgements that significantly affect the determination of the timing of revenue from contracts with customers:
Performance obligations
In determining whether revenue from a specific contract can be classified as customised and in turn recognised using a progress-based measurement, several criteria must be evaluated. The first criterion is related to alternative use. Manufacturing a customised product or piece of equipment for a specific customer that would require significant cost to modify to be able to transfer it to another customer, then the contract would likely meet the criteria of no alternative use. The other important criterion is that an
enforceable right to payment exists in the contract between the group and the customer. Right to payment entails that the group has a right to receive payment from the customer if the contract would be terminated. Upon termination at a certain time, the group should be able to recover costs incurred and a reasonable margin.
Determining whether revenue from a contract should be recognised over time or at point in time could have a significant effect on the financial statements and are to some extent dependent upon judgements from management.
50
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Estimation uncertainty – revenue recognition
The Group applied the following estimations that significantly affect the determination of the timing of revenue from contracts with customers:
Timing - Total contract costs
In a customised customer project, Cavendish uses cost-to-cost input method when measuring progress; thus, the total cost estimates can significantly impact measured progress and
revenue recognition. The total project cost comprises estimates on the ability to execute the planned engineering and design phase, the availability of skilled resources, performance of subcontractors, commodity prices, foreign currency and Cavendish’s manufacturing capacity, productivity and quality.
51
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Type of Goods or Services
The group generates revenue from customer contracts from two principal sources: i) Equipment and ii) Projects, I&C (Installation and Commissioning) and Service. The equipment and projects sales are mainly generated from standard equipment.
Standard equipment
The group recognizes revenue at the point in time at which it satisfies a performance obligation by transferring the control of a good or service to the customer, generally this upon agreed incoterms, which is mainly at shipment. The customer has control of a good or service when it has the ability to direct the use of and obtain substantially all of the remaining benefits from the good or service.
The point in time measurement basis for standard equipment has been the main method of recognizing revenue.
Customized equipment
Most of the group’s revenue stems from standard equipment, however, certain contracts requires customized equipment. Customized equipment occurs when the group is creating a good that it cannot sell to another customer without significant re-work and the group would incur significant economic losses to direct the asset for another use. Such sale of customized equipment is recognized as revenue over-time
if the group has an enforceable right to payment for performance completed to date. The group has not recognized any sale of customized equipment in 2024 or 2023, but this type of sale is considered likely in the future.
Projects
The project contracts typically comprise design, siting, installation, and commissioning of standard product or customized equipment. They often include a standard installation service and commissioning, each assessed as individual performance obligations. Revenue recognition for equipment depends on assessment of standard or customized equipment. Revenue for installation and commissioning is recognized over-time measuring progress using a cost-to-cost input method.
Service
The service contracts typically comprise service and maintenance (S&M), extended warranty, 24/7 remote monitoring, repair, replacement parts and accessories.
For separately sold service and maintenance contracts where the group has agreed to provide routine maintenance services over a period for a fixed price, revenue is recognized on a straight-line basis over the contract period as the stand-ready obligation is time elapsed.
The following table show the revenue from contracts with customers by type of goods or service:
Segments / Type of goods or service | 2024 | 2023 | ||||
Equipment | Project, I&C and Service | Total | Equipment | Project, I&C and Service | Total | |
Timing of revenue recognition | ||||||
Revenue recognised at point in time | 17 740 | 4 511 | 22 251 | 15 988 | 9 548 | 25 536 |
Revenue recognised over time | 0 | 8 756 | 8 756 | 0 | 3 352 | 3 352 |
TOTAL Revenue from contracts with customers | 17 740 | 13 268 | 31 007 | 15 988 | 12 900 | 28 887 |
52
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Onerous contracts
In the circumstance that the unavoidable costs directly related to project is expected to exceed the economic benefits expected to be received under the contract, the estimated loss on the
contract will be recognised in its entirety in the period when such loss is identified. Additional information for onerous contracts is disclosed in note 5.5 ‘Provisions’.
Contract balances
Equipment contracts with a customer will have milestone payments with variable structures. The contract price will be invoiced when certain criteria are met. A typical milestone structure could be contract acceptance, placement of major supplier purchases, delivery/shipment and complete installation and commissioning. The payment structure of the contracts typically results in advance payments and progress billings exceed the satisfaction of performance obligations in progress. Consequently, creating a net contract liability. In certain circumstances based on the order value, credit worthiness of geographic location, the group may require payment in advance of shipment. The group does not accept returns of product or provide customers refunds or other similar concessions.
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. As of the balance sheet date, the cumulative costs incurred plus recognised profit (less recognised loss) on each contract is
compared against the advances and progress billings. Where the cumulative costs incurred plus the recognised profits (less recognised losses) exceed advances and progress billings, the balance is presented as due from customers on construction contracts within “contract assets”. When the contract assets become an unconditional right to consideration they are reclassified and presented separately as trade receivables, usually when invoices are issued to the customers.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the group transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the group performs under the contract. Where advances and progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts within “contract liabilities”.
Contract balances | 2024 | 2023 | ||||
Contract assets | Contract liabilities | Total | Contract assets | Contract liabilities | Total | |
Rights to consideration on contracts in progress | 1 718 | 9 755 | 11 474 | 7 547 | 7 572 | 15 118 |
Less - advances and progress billings | -290 | -18 874 | -19 164 | -6 906 | -25 033 | -31 938 |
TOTAL Contract assets (liabilities) | 1 429 | -9 119 | 641 | -17 461 |
53
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Contract assets | 2024 | 2023 |
Balance as of 01.01. | 641 | 3 937 |
Transfers from contract assets recognised at the beginning of the period to receivables | -931 | -3 831 |
Increases due to measure of progress in the period | 1 707 | 631 |
Revaluation | 12 | -96 |
Balance as of 31.12. | 1 429 | 641 |
Contract liabilities | 2024 | 2023 |
Balance as of 01.01. | -17 461 | -22 747 |
Revenue from amounts included in contract liabilities at the beginning of the period | 16 874 | 17 052 |
Billings and advances received not recognised as revenue in the period | -8 532 | -12 151 |
Basis adjustment - effect of hedge accounting | 0 | -119 |
Revaluation | 0 | 504 |
Balance as of 31.12. | -9 119 | -17 461 |
Order backlog
The performance obligations in contracts with customers vary from a few months to 4 years. The order backlog as of 31 December 2024, was EUR 17 411 thousands (2023: EUR 32 401
thousands). The transaction price allocated to the remaining performance obligations is illustrated in table below:
as of 31.12.2024 | 2025 | 2026 | 2027 | 2028 or later | Total backlog |
Partly unsatisfied performance obligations | 9 154 | 883 | 544 | 371 | 10 952 |
Unsatisfied performance obligations | 4 737 | 1 696 | 26 | 0 | 6 459 |
TOTAL backlog | 13 891 | 2 579 | 570 | 371 | 17 411 |
as of 31.12.2023 | 2024 | 2025 | 2026 | 2027 or later | Total backlog |
Partly unsatisfied performance obligations | 21 583 | 1 947 | 542 | 213 | 24 284 |
Unsatisfied performance obligations | 4 094 | 3 715 | 307 | 0 | 8 117 |
TOTAL backlog | 25 677 | 5 662 | 849 | 213 | 32 401 |
Note 2.2 - Other income
(Amounts in EUR thousands) | 2024 | 2023 |
Government grants | 343 | 1 017 |
Other income | 0 | 489 |
TOTAL Other operating income | 343 | 1 506 |
Government grants are provided to Cavendish Hydrogen A/S and relate to assets amortized. Refer to note 5.2 for additional information on government grants.
54
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 2.3 - Segment information
Cavendish identifies its reportable segments and discloses segment information under IFRS 8 Operating Segments. This standard requires Cavendish to identify its segments according to the organization and reporting structure used by management. The executive management group is the chief operating decision maker and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.
The group operates within three main segments; ‘Equipment’, ‘Projects, I&C and Service’ and
‘Corporate and other’. The identification of segments in the group is made based on the different types of services the division offers and is supplemented by the location of the group’s legal entities.
Segment performance is evaluated based revenues and EBITDA and is measured consistently with the consolidated financial statements.
Billing of goods and services between operating segments are effected on an arm’s length basis.
2024 | Operating segments | |||
Revenues by geographic region based on customer location | Equipment | Project, I&C and Service | Corporate and other | Total |
Norway | 0 | 228 | 0 | 228 |
Europe ex Norway | 279 | 5 001 | 0 | 5 280 |
North America | 17 461 | 6 828 | 0 | 24 289 |
Asia | 0 | 1 211 | 0 | 1 211 |
TOTAL Revenue from contracts with customers | 17 740 | 13 268 | 0 | 31 007 |
Other operating income | 0 | 0 | 343 | 343 |
Operating expenses excluding depreciation, amortisation and impairment | -10 960 | -19 654 | -19 714 | -50 328 |
EBITDA | 6 779 | -6 386 | -19 371 | -18 978 |
Cavendish generates sales with large customers, in particular related to the sale of equipment, which is individually above 10%. Year 2024 includes revenues from two undisclosed US customers which accounted for approximately 53% and 12%, representing a total 65% of
revenue from contracts with customers in 2024.
In 2023, revenue from four customers accounted for 67% of total revenues with 22%, 19%, 15% and 11% respectively.
2023 | Operating segments | |||
Revenues by geographic region based on customer location | Equipment | Project, I&C and Service | Corporate and other | Total |
Norway | 0 | 135 | 0 | 135 |
Europe ex Norway | 8 879 | 4 464 | 0 | 13 343 |
North America | 7 110 | 7 0793 | 0 | 14 202 |
Asia | 0 | 1 207 | 0 | 1 207 |
TOTAL Revenue from contracts with customers | 15 988 | 12 899 | 0 | 28 887 |
Other operating income | 0 | 0 | 1 506 | 1 506 |
Operating expenses excluding depreciation, amortisation and impairment | -16 187 | -17 542 | -16 034 | -49 763 |
EBITDA | -199 | -4 643 | -14 528 | -19 370 |
55
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Intangible assets, Property, plant and equipment and total assets by geography | Intangible assets | Property, plant and equipment | Total assets | |||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
Norway | 0 | 0 | 0 | 0 | 34 155 | 0 |
Denmark | 12 608 | 8 683 | 9 960 | 10 153 | 49 323 | 49 830 |
USA | 0 | 0 | 1 287 | 1 504 | 9 392 | 14 470 |
South Korea | 0 | 0 | 149 | 223 | 2 330 | 3 238 |
Balance as of 31.12. | 12 608 | 8 683 | 11 395 | 11 880 | 95 199 | 67 538 |
Note 2.4 - Raw materials
Raw materials in the income statement comprise the following:
(Amounts in EUR thousands) | 2024 | 2023 |
Raw material | 14 691 | 13 366 |
Freight expense | 408 | 798 |
TOTAL | 15 099 | 14 164 |
Note 2.5 - Personnel expenses
(Amounts in EUR thousands) | 2024 | 2023 |
Salaries1 | 22 386 | 21 947 |
Social security tax | 970 | 1 206 |
Pension expense | 1 699 | 1 517 |
Other payroll expenses2 | 833 | 857 |
Capitalised salary to technology development | -4 436 | -2 060 |
TOTAL | 21 451 | 23 467 |
1 Included here are expenses amounting to EUR 256 thousands to a pro-rata accrual related to the Group’s one-time cash-settled Long Term Incentive Program for the executive management and certain key employees, which will be settled on 12 July 2025 subject to continued employment. 2 Included here are expenses amounting to EUR 277 (2023: EUR 92) thousands related to the Group’s RSU program (EUR 232 thou-sands) and legacy share option program from Nel ASA (EUR 45 thousand, accelerated vesting at spin-off). |
2024 | 2023 | |
Average number of full time employees | 246 | 255 |
Hereof women | 44 | 48 |
Share-based payments
Cavendish compensate selected employees with Restricted Share Units (RSU's) as part of a program to incentivize and retain key employees. When granted, there is only service-time based vesting conditions, which is between 2-3 years. Vesting requires the RSU-holder to
still be an employee in the Group. The share-based payment is equity-settled. Each RSU, when exercised will give the right to one share in the Group. The RSU's are granted without consideration.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Recognition, costs and social security provisions
The fair value of the RSU's are measured as the grant-date price of the Company's shares, and employees are not entitled to potential dividends while the RSU is unvested. The cost of the RSU's are recognized over the service period in accordance with IFRS 2 - Share-based payment.
Social security tax provisions are accrued on a quarterly basis and becomes payable at exercise of the RSUs. The social security tax provisions are estimated based on the gain on the share-based instruments multiplied with the relevant social security tax rate.
The total expense recognised for the share-based programs, excluding social security, during 2024 was EUR 232 thousands. The total social security accruals at the end of the year are EUR 2 thousands. The total intrinsic value of the company's share-based instruments is EUR 232 thousands as of 31 December 2024.
Pensions
The group has defined contribution pension scheme for its employees. This scheme is funded through payments to insurance companies. A defined contribution plan is one under which the group pays fixed contributions to a separate legal entity. The group has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. For defined contribution plans, the group pays contribution to publicly or privately administered pension insurance plans on an obligatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as a salary expense when they fall due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
The parent company has pension plans that meet the requirements of the Pension Act of Norway. The Danish and the US subsidiary have pension plans that meet their respective requirements.
Restricted share units held by members of group management | Expiry1 | ||||||
Name | Opening balance | Granted | Vested | Closing balance | 2026 | 2027 | Total intrinsic value 31 Dec 20242 |
Robert Borin | 0 | 189 040 | 0 | 189 040 | 94 520 | 94 520 | 65 |
Marcus Halland | 0 | 96 666 | 0 | 96 666 | 48 333 | 48 333 | 33 |
Other members of group management | 0 | 394 658 | 0 | 394 658 | 197 329 | 197 329 | 135 |
TOTAL | 0 | 680 364 | 0 | 680 364 | 340 182 | 340 182 | 232 |
1 All RSU's are granted and vested on 12 July in a given fiscal year. 2 The RSU's have a strike price of EUR 0. |
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 2.6 - Other operating expenses
(Amounts in EUR thousands) | 2024 | 2023 |
Research and development expenditure | 688 | 1 201 |
Utilities | 134 | 138 |
Professional fees | 4 665 | 2 881 |
Travel expenses | 1 479 | 1 693 |
IT and communication costs | 1 356 | 1 132 |
Changes in provisions | 336 | -2 237 |
Repair and maintenance | 165 | 109 |
Premises costs | 302 | 541 |
Sub supplier services | 956 | 3 330 |
Other expenses | 3 697 | 3 344 |
TOTAL Other operating expenses | 13 779 | 12 132 |
Note 2.7 - Finance income and cost
(Amounts in EUR thousands) | 2024 | 2023 |
Interest income | 1 289 | 153 |
Other | 294 | 0 |
Finance income | 1 582 | 153 |
Interest expense | 209 | 2 125 |
Interest expense lease liabilities | 52 | 49 |
Net foreign exchange loss | 432 | 830 |
Change in fair value financial instruments | 842 | 2 736 |
Finance cost | 1 535 | 5 740 |
Net finance income (cost) | 48 | -5 587 |
The change in fair value financial instruments is due to change in fair value of Cavendish’s shareholding in HyNet.
Note 2.8 - Income taxes
The tax expense in the statement of comprehensive income comprises of the tax payable for the period and of the change in deferred tax. Deferred tax is calculated at the prevailing tax rate in the respective countries where the parent company and subsidiaries are tax resident. Deferred tax is calculated based on temporary differences that exist between
accounting and tax values, as well as any tax loss carry forward at the end of the financial year. The deferred tax asset is recognised if it is probable that the company will have a sufficient tax profit to be able to utilise the tax asset.
58
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Significant accounting judgements – Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
The group has EUR 31 394 thousand of tax
amounts from tax losses carried forward (EUR 26 576 thousand in 2022). These losses relate to subsidiaries that have a history of losses, do not expire, and to some extent may not be used to offset taxable income elsewhere in the group. On this basis, the group has determined that it cannot recognise deferred tax assets from the tax losses carried forward. Deferred tax assets not recognised in the statement of financial statement amount to EUR 31 816 thousand in 2023 (27 331 in 2022).
Calculations of the tax base for the year | 2024 | 2023 |
Income (loss) before tax | -23 555 | -29 692 |
Permanent differences | -509 | -1 306 |
Change in temporary differences | -1 972 | 4 093 |
Use of tax losses carried forward | 3 352 | 3 355 |
The year's taxable income | -22 685 | -23 550 |
Reconciliation of tax expense to Norwegian nominal statutory tax rate | 2024 | 2023 |
Nominal tax rate | 22% | 22% |
Income (loss) before tax | -23 555 | -29 692 |
Tax this years income (loss), estimated | -5 182 | -6 532 |
Tax effect of: | ||
Tax rates different from Norway | 83 | 70 |
Permanent differences | -107 | -287 |
Change in tax rates recognised in temporary differences | 0 | 0 |
Change in deferred tax | -58 | -59 |
Change in not recognized deferred tax assets (tax liabilities) | 5 214 | 6 753 |
Other differences | -746 | -742 |
Currency translation differences | 0 | -7 |
Income tax expense | -796 | -804 |
Income tax expense comprise | 2024 | 2023 |
Income tax payable | -737 | -745 |
Change in deferred tax | -58 | -59 |
Other | 0 | 0 |
Total income tax expense (income) | -796 | -804 |
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Tax effects of temporary differences | 2024 | 2023 |
Trade receivables and customers contracts | -174 | 38 |
Intangible assets | 2 432 | 1 597 |
Property, plant and equipment | -1 379 | -1 092 |
Inventories | 145 | 133 |
Accrued warranty | -356 | -477 |
Leases | 6 | 15 |
Deferred income | -708 | -80 |
Other accruals | -86 | -801 |
Shares and other investments | -274 | 0 |
Tax losses carry forward | -31 394 | -26 576 |
Deferred tax asset | -31 787 | -27 244 |
Deferred tax asset | -796 | -804 |
Reconciliation to statement of financial position | 2024 | 2023 |
Deferred tax asset | -31 787 | -27 244 |
Deferred tax asset not recognised in statement of financial position | 31 816 | 27 331 |
Deferred tax liability in the statement of financial position | 29 | 88 |
Changes in recognised deferred tax liability | 2024 | 2023 |
Balance as of 01.01. | 88 | 147 |
Recognised in the income statement | -58 | -60 |
Translation differences on deferred taxes | 0 | 1 |
Balance as of 31.12. | 29 | 88 |
The majority of the deferred tax asset is related to tax losses carry forward. As of 31 December 2024, it is considered not to be likely that the deferred tax asset can be utilised in near future, therefore no deferred tax asset has been
capitalised. Table below show net operating losses carried forward by country multiplied with the tax rate, the deferred tax asset not recognised.
Tax losses carry forward by country | 2024 | 2023 |
Norway | 38 | 0 |
Denmark | 22 840 | 19 897 |
United States | 7 925 | 5 589 |
South Korea | 590 | 1 090 |
Balance as of 31.12. | 31 394 | 26 576 |
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 2.9 - Earnings per share
Earnings per share are calculated by dividing the profit/loss for the year by the corresponding weighted average of the number of outstanding shares during the reporting period. ‘Diluted earnings per share’ is based on the same calculation as for earnings per share, but it also considers all potential shares with dilutive effect that have been outstanding during the period. Potential shares relate to agreements that confer the right to issue shares in future. Options and RSU’s are excluded if their effect would have been anti-dilutive.
Earnings per share is calculated as profit/(loss) attributable to the equity holders of the parent company divided by the average number of shares outstanding.
The Company was established 13 March 2024, and the Group had no shares outstanding in 2023. The Company was established with a share capital of NOK 1 milllion (EUR 88 802) and 5 000 000 shares.
The Company became the parent of the Cavendish Group following a reorganisation on 30 April 2024. Subsequent the reorganisation, the share capital of the Company is NOK 67 236 290 (EUR 5 889 thousand) with a total number of shares of 33 618 145. The proforma earnings per share for 2023 have been presented as if these shares were outstanding for 2023.
(Amounts in EUR thousands) | 2024 | 2023 |
Net loss attributable to the equity holders of the parent company and for the purpose of basic and diluted shares | -22 759 | -28 889 |
Basic earnings per share | ||
Issued ordinary shares at 1 January | 0 | 0 |
RSU's exercised | 0 | 0 |
Share issued | 33 618 145 | 0 |
Issued ordinary shares at 31 December | 33 618 145 | 0 |
Effect of weighting (RSU's exercised and share issued during the year) | 0 | 0 |
Weighted-average number of shares outstanding for the purpose of basic earnings per share | 33 618 145 | 33 618 145 |
Basic earnings per share for loss attributable to the equity holders of the parent company (EUR) | -0.68 | -0.86 |
Diluted earnings per share | ||
Weighted-average number of shares outstanding for the purpose of basic earnings per share | 33 618 145 | 33 618 145 |
Effect of RSU's on issue1 | 0 | 0 |
Weighted-average number of shares outstanding for the purpose of diluted earnings per share | 33 618 145 | 33 618 145 |
Diluted earnings per share for loss attributable to the equity holders of the parent company (EUR) | -0.68 | -0.86 |
1 As of 31 December 2024, 680 364 weighted-average RSU’s were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive (earnings per share is negative). |
61
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 3.1 - Intangible assets
Research and development
Research activities are defined as activities whose purpose is to generate new technological understanding or knowledge. Research costs are expensed as incurred.
Capitalised development costs are recognised at historical cost after the deduction of accumulated amortisations and impairments. The capitalised value is amortised over the period of expected future earnings from the related project on a straight-line basis.
As an indication of the level of internal technology costs, Cavendish had in 2024 60 research and development professionals globally developing the next generation of fueling stations.
Cavendish has recognized on the statement of Financial Position Technology from internal development of EUR 12 066 thousand as of 31.12.2024.
Significant accounting judgements - Development costs
Development expenditures on an individual project are recognised as an intangible asset when the group can demonstrate:
The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
How the asset will generate future economic benefits
Its intention to complete and its ability and intention to use or sell the asset
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development
To demonstrate technical feasibility and availability of resources, it should be a high certainty that Cavendish has the intention and ability to complete. Cavendish categorises its intention and ability to complete in a matrix
with the overarching risk to complete buckets low, medium and high. In the phase of a project where the risk of completing is medium to high, then the development costs are expensed as incurred. A capitalised development project commence amortisation when a succesful pilot is demonstrated. After a succesful pilot, the technology is in the condition necessary for it to be capable of operating in the manner indented by management and enters ‘ramp-up’ stage. Subsequent expenditure is maintenance of existing technology (expensed).
Total technology spend for 2024 was EUR 9 963 (8 144) thousand, of which EUR 6 231 (3 044) million and EUR 3 732 (5 100) thousand has been capitalised and expensed, respectively.
Useful life, amortisation plan
Technology has a useful life of 3-7 years
Customer relationship has a useful life of 7-10 years
Goodwill has indefinite life
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
(Amounts in EUR thousands) | Technology | Customerrelationship | TOTAL |
Acquisition cost as of 01.01.2023 | 20 208 | 281 | 20 489 |
Additions from internal development | 2 842 | 0 | 2 842 |
Additions aqcuired separately | 202 | 0 | 202 |
Disposals | -3 008 | 0 | -3 008 |
Currency effects | -153 | -13 | -166 |
Acquisition cost as of 31.12.2023 | 20 091 | 268 | 20 359 |
Additions from internal development | 6 038 | 0 | 6 038 |
Additions aqcuired separately | 193 | 0 | 193 |
Disposals | -118 | 0 | -118 |
Currency effects | 18 | 0 | 18 |
Acquisition cost as of 31.12.2024 | 26 221 | 268 | 26 489 |
Accumulated amortisation and impairment as of 01.01.2023 | 12 332 | 207 | 12 539 |
Amortisation | 2 263 | 30 | 2 292 |
Reversed amortisation disposals | -3 008 | 0 | -3 008 |
Currency effects | -134 | -13 | -147 |
Accumulated amortisation and impairment as of 31.12.2023 | 11 452 | 224 | 11 676 |
Amortisation | 2 250 | 29 | 2 280 |
Reversed amortisation disposals | -118 | 0 | -118 |
Impairment | 50 | 0 | 50 |
Currency effects | -6 | 0 | -6 |
Accumulated amortisation and impairment as of 31.12.2024 | 13 628 | 253 | 13 881 |
Carrying value as of 31.12.2023 | 8 639 | 44 | 8 682 |
Carrying value as of 31.12.2024 | 12 593 | 15 | 12 608 |
Impairment loss EUR 50 (0) thousand, from the category Technology, is included within “Impairment of tangible and intangible assets” in profit or loss. The impairment of technology is related to not material development project. The assessment included uncertainty of future economic benefits from these products, both from actuals historical results and as Cavendish develops new technology that will replace existing. Cavendish will focus on
developing its core technology with special focus on high-pressure compression, cooling and control. Cavendish will continue to invest in the development of next generation Heavy-Duty Vehicle (“HDV”) equipment such as high-capacity station modules and dispensers.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Specification of carrying amount
2024
(Amounts in EUR thousands) | Technology | Customerrelationship | TOTAL |
Internal development | 12 066 | 0 | 12 066 |
Acquired separately | 418 | 0 | 418 |
Acquired through business combinations | 110 | 15 | 125 |
Carrying value as of 31.12.2024 | 12 593 | 15 | 12 607 |
2023
(Amounts in EUR thousands) | Technology | Customerrelationship | TOTAL |
Internal development | 7 747 | 0 | 7 747 |
Acquired separately | 19 | 0 | 19 |
Acquired through business combinations | 873 | 44 | 918 |
Carrying value as of 31.12.2023 | 8 639 | 44 | 8 682 |
Intangible assets with indefinite useful lives - impairment considerations
The Group assesses fixed assets for impairment in accordance with IAS 36. Intangible assets with indefinite useful lives and intangible assets not yet available for intended use are assessed at least annually or when there are indicators of impairment. Impairment indicators include a more uncertain near-term market outlook due to a slow-down in government incentives combined with higher interest rates and potential tariffs and customs in addition to a market capitalization of the Group that has fallen below the book value of equity.
As of 31 December 2024, the market capitalization of the group was approximately 65% below the book value of equity. Management assesses the share price to be negatively affected by the general uncertainty in the hydrogen and “green transition” sector.
Impairment losses are recognised where the recoverable amount is less than the carrying amount.
Annual impairment test - assumptions
CGU
The annual impairment test is performed for the Group's Cash Generating Units (CGUs). A CGU is defined as the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups thereof. The way management monitors operations assisted in the judgements of identifying the CGUs. Cavendish has identified the group as one CGU.
Key assumptions
The calculations of value in use are sensitive to several assumptions, the following are assessed key assumptions in the measured value:
Revenue growth and gross margin
EBITDA margins
Discount rate / Weighted average cost of capital (WACC)
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Forecast period
For the CGU a recoverable amount has been measured. The impairment test has been based on the business and strategy plans approved by the Board of Directors and management’s best estimate of cash flows. The recoverable amount is based on a discounted cash flow model determined value in use, which are based on the following:
the future expectations reflected in the current budget and strategy over the next 6-year period (forecast period), and do not include restructuring activities that the group is not yet committed to; and
Terminal value beyond year 2031 applying a growth rate of 2.0%
There is uncertainty associated with the assumptions used as a basis in the preparation of budgets for the calculation of value in use. These calculations require the use of estimates and assumptions about future income and expense trends. Expected or reasonably possible climate and environmental changes as well as regulatory changes responding to such changes, impacts the assessment of financial viability and remaining useful life of the assets. Such factors are assessed in the same way as uncertainties in future income and expense trends, impacting cash flow estimates used for the test.
The cash flow forecasts are derived based on an assessment of transition to zero emission infrastructure and mobility solutions. As described in the Risk and opportunities section in the Board of Directors’ Report, a delay in this
transition constitutes a significant risk for the Group.
Cavendish has extended the forecast period to seven years instead of the typical five years based on the assessment that 2029 is not a steady state of the hydrogen industry and not for Cavendish, specifically. This is among other things based on delays around European countries’ implementation of the Alternative Fuels Infrastructure Regulation (AFIR) and the announced timelines from truck OEMs developing heavy-duty hydrogen trucks.
Discount rate
Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers the cost of debt and equity. The cost of equity is derived from the expected return on investment by the group’s investors. The cost of debt is based on the interest-bearing borrowings the group is obliged to service. Segment specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data. Adjustments to the discount rate are made to factor in the specific amount and timing of the future cash flows to reflect a pre-tax nominal discount rate. Pre-tax nominal discount rate is 15.2%.
Annual impairment test - results and sensitivity
The impairment test has been prepared in accordance with IAS 36 impairment of non-financial assets following the discounted cash flow methodology for value in use within the standard. The cash flows projections relate to the cash-generating unit in the current condition which means future investments not commenced has not been included in the valuation. It excludes cash inflows and investments forecasted to meet the market demand before 2031. In addition, the standard encourages a conservative valuation to ensure that assets are not carried at more than their recoverable amount.
(Amounts in EUR thousands) | Cavendish |
Goodwill | 0 |
Other intangible assets | 12 675 |
Other invested capital | 23 373 |
Carrying value | 36 047 |
Recoverable amount | 56 118 |
Headroom | 20 070 |
Pre-tax nominal discount rate | 15.2% |
Terminal growth rate | 2.0% |
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
The CGU Cavendish covers the production and manufacturing of hydrogen refueling stations in Herning, Denmark. The operations consist of both assembly of hydrogen refueling stations, marketing activities and product development. The CGU offers H2Station® for fast fueling of fuel cell electric vehicles as well as services in relation to the supply of these stations. The
objective to the CGU is to deliver world class fueling stations offering a complete solution from sourcing and storage of hydrogen to fueling of vehicles.
The table below show the sensitivity analysis for the range of +/-2 percentage points in WACC and +/-4 percentage points in EBITDA margin.
Sensitivity in headroom (Amounts in EUR thousands) | Percentage point change in EBITDA margin | ||||
-4.0% | -2.0% | 0.0% | 2.0% | 4.0% | |
Changes in WACC | |||||
-2.0% | 2 369 | 26 193 | 49 969 | 73 708 | 97 446 |
-1.0% | -8 148 | 12 565 | 33 229 | 53 856 | 74 483 |
0.0% | -16 362 | 1 879 | 20 070* | 38 225 | 56 379 |
1.0% | -22 910 | -6 678 | 9 506 | 25 652 | 41 798 |
2.0% | -28 216 | -13 645 | 0 878 | 15 364 | 29 849 |
*Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment.
Additional sensitivities - assumptions
The sensitivities in the table show the change in assumptions that results in zero headroom, at
perpetuity growth 2.0%, all else being equal.
Key assumption | Assumption change |
Revenue growth* | -15 367 thousand |
Gross margin** | -3.2% |
Free cash flow margin*** | -2.5% |
*If revenue assumption in the terminal year changes with the assumption change, the headroom is zero.
**If average gross margin rate assumption is reduced with this percentage point in the terminal year, the headroom is zero.
***If free cash flow margin rate assumption is reduced with this percentage point in the terminal year, the headroom is zero.
Note 3.2 - Property, plant and equipment
Property, plant and equipment comprise owned and leased assets.
Property, plant and equipment are measured using the cost model; thus, recognised at cost price after deduction for accumulated depreciation and any impairment. Cost prices include purchase price and costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended.
The assets are depreciated using the straight-line method over the expected useful life of the asset. Costs of direct maintenance on the operating assets are expensed as incurred. Additional investments and improvements are added to the asset’s cost price and depreciated in line with the remaining useful life of the asset.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
(Amounts in EUR thousands) | Office machinesand other equipment | Productionequipment | Buildings | Technical installations | Right-of-use Assets (note 3.3) | TOTAL |
Acquisition cost as of 01.01.2023 | 6 357 | 857 | 8 595 | 49 | 1 737 | 17 594 |
Additions | 1 234 | 2 | 3 | 0 | 889 | 2 128 |
Remeasurement | 0 | 0 | 0 | 0 | 20 | 20 |
Currency effects | -84 | -2 | -28 | -3 | -93 | -210 |
Acquisition cost as of 31.12.2023 | 7 507 | 857 | 8 570 | 46 | 2 552 | 19 532 |
Additions | 1 119 | 4 | 476 | 0 | 147 | 1 745 |
Disposals | -89 | 0 | -32 | 0 | 0 | -120 |
Remeasurement | 0 | 0 | 0 | 0 | 7 | 7 |
Currency effects | 80 | -1 | -6 | 0 | 21 | 94 |
Acquisition cost as of 31.12.2024 | 8 618 | 860 | 9 008 | 46 | 2 726 | 21 257 |
Accumulated depreciation as of 01.01.2023 | 2 659 | 505 | 1 081 | 3 | 1 064 | 5 313 |
Depreciation | 1 507 | 115 | 329 | 2 | 443 | 2 397 |
Impairment | 0 | 32 | 16 | 0 | 0 | 47 |
Currency effects | -59 | -1 | 17 | 0 | -62 | -105 |
Accumulated depreciation as of 31.12.2023 | 4 108 | 651 | 1 442 | 5 | 1 446 | 7 652 |
Depreciation | 1 411 | 68 | 316 | 2 | 494 | 2 292 |
Reversed depreciation disposals | -118 | 0 | -11 | 0 | 0 | -129 |
Currency effects | 48 | 0 | -1 | 0 | 0 | 47 |
Accumulated depreciation as of 31.12.2024 | 5 449 | 719 | 1 747 | 7 | 1 940 | 9 862 |
Carrying value as of 31.12.2023 | 3 400 | 206 | 7 127 | 41 | 1 106 | 11 880 |
Carrying value as of 31.12.2024 | 3 169 | 141 | 7 261 | 39 | 786 | 11 395 |
Useful life | 3-5 years | 3-8 years | 30-40 years | 15-20 years | 2-10 years | |
Depreciation plan | Straight-line | Straight-line | Straight-line | Straight-line | Straight-line |
Useful life, depreciation plan
Office machines and other equipment has a useful life of 3-5 years
Production equipment has a useful life of 3-8 years
Buildings have a useful life of 30-40 years
Technical installations have a useful life of 15-20 years
Right of use assets has a useful life of 2-10 years
Impairment
An assessment of impairment of property, plant and equipment is made if there is an indication
of impairment. If the impairment test reveals that an asset’s carrying amount is higher than the recoverable amount, an impairment loss will be recognised.
Property, plant and equipment is included in 'other invested capital' in the annual impairment test. See note 3.1 for impairment considerations for other invested capital.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 3.3 - Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
As a lessee
At commencement date or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component based on its relative stand-alone prices. The Group has not chosen to follow the practical expedient to account for the lease and non-lease components as a single component. Non-lease components are treated separately in other standards than IFRS 16.
The group recognise a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate (IBR) as the discount rate. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group 'would have to pay', which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions). The Group determines its incremental borrowing rate by considering various interest rates (risk free rate as 10-year government bonds, and
risk premiums) and makes certain adjustments to reflect the terms of the lease, the type of the asset leased and certain entity-specific estimates (such as the subsidiary's stand-alone credit rating).
Lease payments included in the measurement of the lease liability comprise the following: i) fixed payments and ii) variable lease payments that depend on an index, initially measured using the index or rate as at the commencement date. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.
Payments for insurance, property tax and VAT are excluded from the lease payments amount as they are defined variable lease payments.
The Group presents right-of-use assets in 'property, plant and equipment' and the lease liabilities within ‘lease liabilities’, divided into current and non-current portions.
Short-term leases and leases of low value assets
Cavendish has elected the practical expedient of treating short-term leases and low value assets outside the scope of IFRS 16.
The group has lease contracts for various items of offices, warehouse, parking, vehicles and other equipment used in its operations. Leases of offices, warehouse and parking have lease terms of 5 years while motor vehicles and other equipment generally have lease terms between 3 and 5 years. The Group's obligations under its leases are secured by the lessor's title to the leased assets.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Right-of-use assets
(Amounts in EUR thousands) | Office and warehouse | Motor vehicles | Equipment | TOTAL |
As of 01.01.2023 | 482 | 153 | 40 | 675 |
Additions | 277 | 608 | 0 | 886 |
Remeasurement | 11 | 8 | 1 | 20 |
Depreciation | -274 | -157 | -12 | -443 |
Translation difference | -19 | -13 | 0 | -31 |
As of 31.12.2023 | 477 | 600 | 29 | 1 106 |
Additions | 48 | 87 | 12 | 147 |
Remeasurement | 0 | 6 | 1 | 7 |
Depreciation | -252 | -231 | -11 | -494 |
Translation difference | -1 | 19 | 3 | 21 |
As of 31.12.2024 (note 3.2) | 271 | 480 | 34 | 786 |
Lease liabilities
The table below show the carrying amounts of lease liabilities (both current and non-current portion) and the movements during the period:
(Amounts in EUR thousands) | 2024 | 2023 |
Balance as of 01.01. | 1 040 | 670 |
Additions | 147 | 889 |
Remeasurement | 7 | 20 |
Accretion of interest | 52 | 49 |
Lease payments | -498 | -556 |
Translation differences | 11 | -31 |
Balance as of 31.12. | 759 | 1 040 |
Current | 400 | 600 |
Non-current | 358 | 440 |
Balance as of 31.12. | 759 | 1 040 |
The maturity analysis of undiscounted cash flow in lease liabilities is disclosed in Note 5.2. The difference between discounted cash flows and undiscounted cash flows (discount effect) is EUR 56 (95) thousand as of 31.12.2024.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Reconciliation of liabilities arising from financing activities in statement of cash flows, split in cash flows and non-cash changes:
(Amounts in EUR thousands) | 2024 | 2023 |
Balance as of 01.01. | 1 040 | 670 |
Cash flows principal amount | -446 | -508 |
Cash flows interests | -52 | -49 |
Non-cash changes: | ||
Additions and remeasurements | 153 | 908 |
Accretion of interest expense | 52 | 49 |
Foreign currency effects | 11 | -31 |
Balance as of 31.12. | 759 | 1 040 |
Amounts recognized in profit or loss
(Amounts in EUR thousands) | 2024 | 2023 |
Depreciation expense of right-of-use assets | -494 | -320 |
Interest expense on lease liabilities | -52 | -49 |
Expense relating to leases of low-value assets | -24 | -21 |
Expense relating to short-term leases, excluding short-term leases of low-value assets | 0 | -78 |
TOTAL amount recognised in profit or loss | -570 | -467 |
Other information
2024 | 2023 | |
Total cash outflow for leases as a lessee | 522 | 655 |
Weighted incremental borrowing rate used as discount rate for the measuring of lease liabilities | 7.0 % | 8.0 % |
Extension and termination options
The Group has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Group's business needs.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 3.4 - Non-current financial assets
(Amounts in EUR thousands) | 2024 | 2023 |
Investment in Hydrogen Energy Network (HyNet) | 0 | 872 |
Other non-current financial assets | 207 | 163 |
Balance as of 31.12. | 207 | 1 035 |
Hydrogen Energy Network (HyNet)
The group’s shareholdings in Hydrogen Energy Network (HyNet) constitute a 4.75 % ownership interest. HyNet is structured as a Special Purpose Company and is principally engaged in expanding the hydrogen fueling infrastructure in South Korea.
During 2024, the Group recognised negative fair value adjustment of EUR 872 thousand in the HyNet investment. The fair value adjustment is based on the financial situation in the company
is strained and the company needs additional capital either through capital increases, investor loans or external loans. Therefore, a negative fair value adjustment is assessed prudent and unbiased. The accumulated cost of shares in HyNet is EUR 3 800 thousand and cost less fair value adjustments equals EUR 0 per 31 December 2024. The shares are unquoted and there have not been any transactions of an identical or similar instrument.
Note 4.1 - Inventories
Inventories comprises purchased raw materials, work in progress and finished goods. Obsolescence is considered for inventories and write-down is performed on obsolete goods.
Inventories are measured under the weighted-average cost formula. The cost of each item is determined from the weighted average of the cost of similar items at the beginning of a period and the cost of similar items bought or produced during the period.
Inventories are measured at the lowest of cost and net realisable value. Net realisable value is the estimated future sales price of the product the group expects to realise when the product
is processed and sold, less estimated costs to complete production and bring the product to sale.
During 2024 allowance for obsolete inventory increased with EUR -932 thousand to EUR -1 509 thousand per 31 December 2024. The increase is due to a write down of inventory from a customer termination of a service contract of 7 stations in the US. This station product used several components of legacy technology that lead to certain spare parts being obsolete.
The amount of inventories recognized as an expense was EUR 10 096 (14 020) thousands during 2024.
(Amounts in EUR thousands) | 2024 | 2023 |
Raw material | 5 672 | 6 687 |
Work in progress | 3 119 | 3 879 |
Finished goods | 11 473 | 17 759 |
Allowance for obsolete inventory | -1 509 | -577 |
Balance as of 31.12. | 18 754 | 27 748 |
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Note 4.2 - Trade receivables
Trade receivables are initially recognised at their transaction price, i.e. the amount of consideration to which Cavendish expects to be entitled for transferring the promised goods or services to the customer. Trade receivables are subsequently accounted for at amortised cost and are reviewed for impairment on an
ongoing basis. Trade receivables are generally not discounted. Trade receivables are presented net of expected credit losses. Changes in the expected credit loss are recognised within other operating expenses in statement of comprehensive income.
(Amounts in EUR thousands) | 2024 | 2023 |
Receivables from third-party customers | 5 573 | 7 186 |
Receivables from related parties | 0 | 3 056 |
Gross trade receivables | 5 573 | 10 243 |
Allowance for expected credit losses | -734 | 0 |
Balance as of 31.12. | 4 839 | 10 243 |
Trade receivables are non-interest bearing and are generally on terms 30 to 60 days.
The allowance for expected credit losses covers the amounts that are assessed as uncertain. In 2024 Cavendish has recognized a credit loss allowance of EUR -734 thousand relating to two specific US based customers mainly representing the time value of money.
See Note 6.2 on credit risk of trade receivables, which explains how the group manages and measures expected credit loss of trade receivables that are neither past due nor impaired.
Cavendish recognises loss allowances for ‘Expected Credit Loss’ (ECL) on:
Financial assets measured at amortised cost; and
Contract assets
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment, that includes forward-looking information.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to Cavendish in accordance with the contract and the cash flows that Cavendish expects to receive).
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
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Note 4.3 - Prepaid expenses and other current assets
(Amounts in EUR thousands) | 2024 | 2023 |
VAT net receivable | 281 | 232 |
Prepayments | 201 | 35 |
Other current assets | 3 707 | 2 379 |
Balance as of 31.12. | 4 189 | 2 646 |
Note 4.4 - Cash and cash equivalents
Cash and cash equivalents include cash, bank deposits and all other monetary items due within three months or less.
(Amounts in EUR thousands) | 2024 | 2023 |
Cash and cash equivalents | 41 778 | 7 018 |
Balance as of 31.12. | 41 778 | 7 018 |
(Amounts in EUR thousands) | 2024 | 2023 |
Norwegian Kroner | 16 181 | 0 |
US Dollars | 5 370 | 733 |
Danish Kroner | 2 048 | 2 644 |
Euro | 17 006 | 2 357 |
GB Pounds | 673 | 767 |
Korean Won | 500 | 517 |
Balance as of 31.12. | 41 778 | 7 018 |
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 5.1 - Share capital and shareholders
Share capital
The share capital comprises the number of shares multiplied by their par value and are classified as equity. Expenses which can be attributed directly to the issue of new shares or options (less tax) are recognised in equity as a reduction in the proceeds received.
As of 31 December 2024, the group's share capital was EUR 5 889 thousand, consisting of 33 618 145 shares each with a par value of NOK 2 (app. EUR 0.17).
The parent company has only one share class and no special regulations relating to the shares; thus, one share represents one vote.
Shareholders as of 31.12.2024 | Country | Number of shares | Ownership |
CLEARSTREAM BANKING S.A.1 | Luxembourg | 21 739 667 | 64.67% |
CACEIS Bank | Germany | 846 166 | 2.52% |
AXON AS | Norway | 691 817 | 2.06% |
The Bank of New York Mellon SA/NV | Belgium | 502 354 | 1.49% |
Nordnet Bank AB | Sweden | 460 249 | 1.37% |
SIX SIS AG | Switzerland | 333 368 | 0.99% |
JMI AS | Norway | 326 540 | 0.97% |
UBS Switzerland AG | Switzerland | 324 200 | 0.96% |
Avanza Bank AB | Sweden | 260 985 | 0.78% |
GALILEO AS | Norway | 258 748 | 0.77% |
Saxo Bank A/S | Denmark | 223 251 | 0.66% |
CAVENDISH HYDROGEN ASA | Norway | 200 180 | 0.60% |
NORTH SEA GROUP AS | Norway | 170 000 | 0.51% |
Danske Bank A/S | Denmark | 161 104 | 0.48% |
KBC Bank NV | Belgium | 153 633 | 0.46% |
Euroclear Bank S.A./N.V. | Belgium | 148 102 | 0.44% |
YOUNAS RASK AS | Norway | 138 258 | 0.41% |
The Bank of New York Mellon SA/NV | Belgium | 130 657 | 0.39% |
BNP Paribas | France | 118 140 | 0.35% |
Citibank, N.A. | Ireland | 113 700 | 0.34% |
Total 20 largest shareholders | 27 301 119 | 81.21% | |
Total remaining shareholders | 6 317 026 | 18.79% | |
Total number of shares | 33 618 145 | 100.00% | |
1 Clearstream Banking S.A. is a leading international central securities depository, and the shareholdings in Cavendish Hydrogen ASA consist of a large number of retail investors with no major individual holdings. |
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 5.2 - Long-term debt
Long-term debt - lender (Amounts in EUR thousands) | Legal entity | Maturity | Interest rate | 2024 | 2023 |
Nykredit - Vejlevej 5 - Property | Cavendish Hydrogen A/S | 2038 | 3.19 % | 1 354 | 1 438 |
Nykredit - Vejlevej 5 - Property | Cavendish Hydrogen A/S | 2038 | 0.84 % | 445 | 477 |
Nykredit - Vejlevej 3 - Land | Cavendish Hydrogen A/S | 2028 | 3.51 % | 64 | 84 |
Nel ASA | Cavendish Hydrogen A/S | Repayable on demand | NIBOR 3M + 3 % | 0 | 2 013 |
Nel ASA | Cavendish Korea Co. Ltd | Repayable on demand | NIBOR 3M + 3 % | 0 | 11 756 |
Balance as of 31.12. | 1 862 | 15 767 | |||
Current portion | 138 | 134 | |||
Non-current portion | 1 725 | 15 633 | |||
Balance as of 31.12. | 1 862 | 15 767 |
Carrying amount of assets that are pledged (Amounts in EUR thousands) | 2024 | 2023 |
Building | 5 619 | 5 881 |
TOTAL | 5 619 | 5 881 |
Reconciliation of liabilities arising from financing activities
(Amounts in EUR thousands) | 2024 | 2023 |
Balance as of 01.01. | 15 767 | 25 647 |
New loan | 2 507 | 28 363 |
Payment of loan | -6 860 | -634 |
Non-cash changes: | ||
Debt conversion | -9 695 | -43 704 |
Accretion of interest | 209 | 1 884 |
Foreign currency effects | -65 | 4 211 |
Balance as of 31.12. | 1 863 | 15 767 |
The reconciliation of lease liabilities arising from financing activities is disclosed in note 3.3 leases.
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Maturity analysis
Maturity analysis for long-term debt (undiscounted cash flows)
2023 | 2024 | 2025 | 2026 | 2027 | >2027 | Total |
Nykredit | 134 | 138 | 142 | 146 | 1 438 | 1 998 |
Related party loans, including interest | - | - | 13 769 | - | - | 13 769 |
Lease liabilities (note 3.3) | 453 | 328 | 231 | 121 | 2 | 1 135 |
Estimated interest cost1 | 44 | 41 | 41 | 41 | 244 | 410 |
TOTAL long-term debt including interest | 631 | 507 | 14 183 | 307 | 1 684 | 17 313 |
1 Based on prevailing debt installment agreements and interest rates. |
Note 5.3 - Deferred income
(Amounts in EUR thousands) | 2024 | 2023 |
Government grants | 2 014 | 1 392 |
TOTAL deferred income | 2 014 | 1 392 |
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grants relate to an expense item, it is normally recognised as other operating income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
Grants received that relate to an acquisition
or development of assets has been presented "gross" in Cavendish's financial statements. A gross presentation entails that the grant received is presented separately as deferred income. The deferred income is presented as a non-current liability and is amortised over the useful life of the related asset. The amortised part of the deferred income is presented as other operating income in the statement of comprehensive income.
Government grants (Amounts in EUR thousands) | 2024 | 2023 |
As of 31.12.2023 | 1 392 | 2 011 |
Grants received | 940 | 181 |
Income recognised within 'other operating income' in 2024 (note 2.2) | -343 | -1 017 |
Translation difference | 26 | 217 |
As of 31.12.2024 | 2 014 | 1 392 |
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
The aging schedule shows the remaining governments grants divided in the year the grants was initially received.
The group is not aware of any unfulfilled conditions associated with these grants.
Deferred income aging schedule | <2021 | 2021 | 2022 | 2023 | 2024 | TOTAL |
Government grants as of 31.12.2024 | 670 | 193 | 173 | 38 | 940 | 2.014 |
Government grants as of 31.12.2023 | 969 | 236 | 154 | 33 | 0 | 1.392 |
Note 5.4 - Other liabilities
Other current liabilities
(Amounts in EUR thousands) | 2024 | 2023 |
Vacation allowance and other salary related accruals | 1 880 | 1 980 |
Other current liabilities | 725 | 1 207 |
Balance as of 31.12. | 2 606 | 3 187 |
Other non-current liabilities
(Amounts in EUR thousands) | 2024 | 2023 |
Other non-current liabilities | 0 | 13 |
Balance as of 31.12. | 0 | 13 |
Note 5.5 - Provisions
Provisions, contingent liabilities and contingent assets
The group makes provisions when a legal or constructive obligation exists as a result of past events, it is more likely than not that a transfer of financial resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated. When the group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. When the effect is significant, provisions are calculated
by discounting expected cash flows at a pre-tax rate that reflects the time value of money and if appropriate the risks specific to the liability. Increase in provisions as a result of time passing, is presented as interest expense.
Information regarding significant contingent liabilities is disclosed. A contingent asset is not recognised, but information is disclosed if there is a possibility that a significant advantage will accrue to the group.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
(Amounts in EUR thousands) | Accrued warranty | Employee benefits | Settlement and claims | Onerous contracts | TOTAL |
As of 01.01.2023 | 3 174 | 805 | 1 688 | 1 186 | 6 853 |
Additions | 1 796 | 1 282 | 0 | 426 | 3 503 |
Used during the year | -1 471 | -741 | -88 | -837 | -3 137 |
Reversal of unused provisions | -1 309 | 0 | -1 570 | -214 | -3 093 |
Foreign currency translation | -27 | -43 | -30 | -12 | -112 |
As of 31.12.2023 | 2 162 | 1 302 | 0 | 549 | 4 014 |
Additions | 796 | 333 | 925 | 450 | 2 504 |
Used during the year | -1 363 | -1 170 | 0 | -473 | -3 005 |
Reversal of unused provisions | -372 | 0 | 0 | 0 | -372 |
Foreign currency translation | 2 | -12 | 0 | -3 | -13 |
As of 31.12.2024 | 1 226 | 453 | 925 | 524 | 3 128 |
Accrued warranty
The group’s warranty to customers is limited to replacement parts and services and generally expires one year from the date of shipment or contract completion. Such warranties are limited in time, for most products not exceeding 12 months. Warranty is based on both contractual commitments and caused by liability under background law.
Estimated warranty obligations are recorded in the period in which the related revenue is recognised or when a project is installed or commissioned. The group quantifies and records an estimate for warranty related costs, which is principally based on historical experience. The
accounting for warranties requires the Group to make assumptions and apply judgments when estimating product failure rates and expected material and labour costs. The group adjusts accruals as warranty claim data and historical experience warrant. If actual results are not consistent with the assumptions and judgments used to calculate the warranty liability because either failure rates or repair costs differ from the groups assumptions, the group may be exposed to gains or losses that could be material. Accrued warranty provision is based on experience assumptions.
Employee benefits
Cavendish has short term incentive bonuses in place for all employees. The provision for bonus incurred in 2024 to be finally measured and paid in 2025 is EUR 217 thousand (1 302).
In addition, the employee benefits include provision for social security on RSU’s for social
security payable in Norway, calculated at the intrinsic value at year end. The provision fluctuates with the number of active RSU’s, timing of exercise and Cavendish Hydrogen ASA share price. See note 2.5 for further information on incentive program.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Settlement and claims
Settlement and claims comprise disputes, claims and fines where cash outflow is assessed probable (more likely that not to occur). The provision per 31 December 2024 relates to case with an undisclosed US-based customer which Cavendish still cooperates closely with.
In the first quarter of 2024, Iwatani Corporation of America filed a lawsuit with claims for damages towards Cavendish Hydrogen Inc,
Cavendish Hydrogen A/S, Nel ASA and certain other individual defendants, including current CEO and the Chair of the Board of Cavendish Hydrogen ASA, in connection with agreements for delivery of fueling equipment and services between Cavendish Hydrogen Inc. and Iwatani Corporation of America. No provisions have been made in the financial statements as of 31st December 2024.
Onerous contracts
An onerous contract is a contract in which the unavoidable costs (i.e. the lower of the cost of fulfilling the contract and any compensation or penalties arising from failure to fulfil it) exceed the economic benefits expected to be
received under the contract. For all contracts that are onerous, the present obligation under the contract is recognised and measured as a provision.
Note 6.1 - Operational risk factors
Objectives, policies and processes for managing capital
The group's objective is to manage the capital structure to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders. The group sets the size of capital in proportion to business strategy, risk and financial market conditions. The group manages the capital structure and adjusts it in the light of changes in economic conditions, perceived risk associated with product development and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the group may adjust the amount of new share issue or increase the debt by taking up loans.
Technological change
There is a risk that competitors may utilize technological change to launch new products and services, to provide products or services at more competitive prices, or to secure exclusive rights to new technologies. That includes but is not limited to cryo-compressed hydrogen, liquid hydrogen and sub cooled liquid hydrogen technologies. If these circumstances materialize, it may have a material adverse effect on the Group's business, prospects, financial results or results of operations.
Expansion risk
The uneven pace of Cavendish's anticipated expansion in facilities, staff and operations may place serious demands on the group’s managerial, technical, financial, and other resources. The organization is currently relatively small and there is no guarantee that the group will be able to build a capable organization at a speed that is required to meet the demands of its customers or potential customers. Cavendish’s failure to manage its growth effectively or to implement its strategy in a timely manner may significantly harm its ability to achieve profitability.
Dependence of third parties in manufactur- ing
The group’s operations relies on external subcontractors and suppliers of services and goods to varying degrees. This operating model inherently contains a risk to the group’s goodwill and branding. If suppliers fail to meet agreed or generally accepted standards in areas such as environmental compliance, human rights, labor relations and product quality, this could have a significant adverse effect on the group’s business, prospects, financial results and results of operations. In general, the company aims at dual sourcing of critical components to limit risk. In addition, the majority of the spending
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
directed towards large industrial companies with full ISO compliance and smaller vendors that are in compliance with local legislation. Further, Cavendish conducts regular quality reviews, including production site visits for risk assessment.
Cavendish is dependent on a limited number of third-party suppliers for key production components for its fueling equipment. All contract manufactured or purchased components are designed and selected in order to avoid a critical supply situation. However, in a worst case scenario, if Cavendish fails to develop or maintain its relationships with its suppliers or such suppliers are prevented from supplying, Cavendish may be delayed in manufacturing its products or its products may be available only at a higher cost which could prevent Cavendish from timely delivering its products to its customers and Cavendish may experience order cancellation, customer claims and loss of market share. To reduce the sourcing risk Cavendish’s supply chain strategy is to have dual supply chains on all components. Cavendish currently has few components with single source and is at the risk of temporary supply chain disruptions should one or more suppliers fail to deliver.
Project risk
Cavendish participates in large commercial projects. Large commercial projects are subject to risks of delay and cost overruns inherent in any large construction project from numerous factors, including:
unexpectedly long delivery times for, or shortages of, key equipment, parts and materials;
unforeseen design and engineering problems leading to delays;
labor disputes and work stoppages;
HSE accidents/incidents or other safety hazards;
disputes with suppliers;
last minute changes to the customer's specifications;
adverse weather conditions or any other force majeure events; and
inability or delay in obtaining regulatory approvals or permits
Failure to complete a commercial project on time may result in the delay, renegotiation or cancellation of the contract. Further, significant delays could have a negative impact on Cavendish’s reputation and customer relationships. Cavendish could also be exposed to contractual penalties for failure to complete the project and commence operations in a timely manner, all of which would adversely affect Cavendish’s business, financial condition and results of operations.
Key Personnel
The successful development and performance of the group’s business depends on the group’s ability to attract and retain skilled professionals with appropriate experience and expertise. Further, if the group loses the service of its senior management or key personnel, it may not be able to execute its business strategy. There is no assurance, however, that the group will be able to attract or retain such personnel on acceptable terms or at all. Any failure to attract or retain such personnel could have a material and adverse effect on the group’s business and operations.
Intellectual property rights
Cavendish seeks to protect important proprietary manufacturing processes, documentation and other written materials, and other intellectual property primarily under patent, trade secret and copyright laws. It also typically requires employees, consultants and companies that have access to its proprietary information to execute confidentiality agreements. The steps taken by Cavendish to protect its proprietary information may not be adequate to prevent misappropriation of its technology.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
In addition, Cavendish’s proprietary rights may not be adequately protected because:
people may not be deterred from misappropriating its technologies despite the existence of laws or contracts prohibiting misappropriation:
policing unauthorized use of Cavendish’s intellectual property is difficult, expensive and time-consuming, and the group may be unable to determine the extent of any unauthorized use; and
the laws and legislation of countries in which the group sells or plans to sell its products may offer little or no protection for its proprietary technologies
Unauthorized copying or other misappropriation of Cavendish’s proprietary technologies could enable third parties to benefit from its technologies without paying for doing so. Any inability to adequately protect its proprietary rights could harm the group’s ability to compete, to generate revenue and to grow its business. This could have a significant adverse effect on the group’s business, prospects, financial results and results of operations.
In order to achieve future success in a highly competitive market, the Group is dependent on its ability to protect patents on the technology embodied in its products and production processes. Failure in obtaining patent applications or insufficient scope and/or protection of issued patents may make it difficult for the Group to effectively protect its intellectual property from misuse or infringement by other companies. Any inability to obtain and enforce intellectual property rights in some countries could have a significant adverse effect on the group’s business, prospects, financial results and results of operations. In addition, given the costs of obtaining patent protection and the sometimes limited potential for protection, the group may choose not to protect certain innovations that later turn out to be important. There is also a general risk that the group receives information subject to confidentiality agreements, regarding other parties’ know-how
and trade secrets in relation to technology which may hinder the group from development of similar intellectual assets.
Adverse publicity and product liability
Product liability claims against the group could result in adverse publicity and potentially monetary damages. It is possible that its products could result in injury, whether by product malfunctions, defects, improper installation or other causes. The successful assertion of product liability claims against the group could result in potentially significant monetary damages, which could have a significant adverse effect on the group’s business, prospects, financial results and results of operations.
Legal, governmental or arbitration pro- ceedings
The Company, the Group, its customers or third parties may be involved in legal, governmental or arbitration proceedings related to the ordinary course of the Group's business, including personal injury litigation, intellectual property litigation, contractual litigation, environmental litigation, tax or securities litigation, as well as other proceedings.
The Group is currently involved in a legal dispute where a contracting party is, among other things, claiming intentional misrepresentation, fraudulent behavior, concealment, false promises, fraud in making contracts, breach of contract for deliveries and maintenance of equipment for hydrogen fueling. Based on reasonable evaluations at this early stage of the dispute, the companies and persons involved will fight the allegations, on both formal, procedural and material basis.
Defending against the claims may lead to the Group incurring significant legal costs and other external costs, while also requiring the attention and capacity of the Group's key management and other internal resources.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
In the event that the Group is unsuccessful in defending against or settling the above mentioned claim or is otherwise unsuccessful in defending against other claims that may arise, or negotiating reasonable settlements with its customers, subcontractors, or other parties, the Group could incur cost overruns, reduced profits, or, in some cases, a loss of an operation or service, all of which could result in financial difficulties or bankruptcy any specific entities and individuals ultimately subject to a successful claim and/or the Group as a whole.
Large commercial contracts
The Group participates in large commercial contracts consisting of multiple hydrogen fueling station modules for installation across several
sites, and in a variety of legal jurisdictions, which are subject to risks of delay, defect/warranty costs and cost overruns inherent in any large framework contract. Failure to complete part of a contract covering multiple station modules on time may result in the delay, defect/warranty costs, renegotiation, or cancellation of the contract. The risk is concentrated as the majority of the Group's current order backlog relates to a single customer for which limited deliveries have taken place at the date of this combined statements.
Note 6.2 - Financial risk factors
The key financial risks the group is exposed to are related to liquidity, currency, interest rate, and credit risk.
Liquidity risk
Liquidity risk is the potential loss that occurs when the group fails to fulfil its contractual obligations when they fall due. Cavendish is operating in a fast-growing, emerging market, with a long list of initiatives in many regions. The need to address growth opportunities ahead of actual market demand, balanced with the need to conserve cash, is a continual challenge. The timing of addressing such elements and risks is important. Moving too fast could result in an unnecessarily high cost level, with cash requirements beyond the current financing plan.
However, the group has a strong liquidity position, EUR 41 778 thousand, as per 31.12.2024. The strong cash position is a good basis for the group’s growth strategy. The group monitors its risks associated with lack of capital up against the company’s planned activities.
The group will, if necessary, attempt to raise capital through private placements, debt financing, partnerships, and strategic alliances
or from other sources.
The group may fail to raise capital on acceptable terms, or not do it at all, and this can result in a liquidation of the group.
Currency risk
Cavendish operates internationally and is subject to currency risks arising from foreign currency transactions and exposures. As the group presents its consolidated results in EUR, any change in exchange rates between EUR and its subsidiaries’ functional currencies, primarily with respect to changes in USD and KRW, affects its consolidated statement of income and consolidated statement of financial position. Since the DKK is pegged against EUR, it is assumed to not cause any currency risk. As the group expands its operations with projects in new markets the currency risk exposure increases.
The group is on an overall level managed as a EUR company for currency risk management purposes with primary focus on EUR cash flow.
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The group’s gross foreign currency risk exposure is significant, with the majority of revenue and expenses denominated in foreign currency, in particular the USD and KRW. The group mitigates the currency risk exposure by entering into forward currency contracts with financial institutions when considered relevant.
The group has a residual net currency risk exposure considering hedging which is considered low to medium.
Interest rate risk
The group does not have a significant amount of interest-bearing long-term debt. Due to the low amount of debt in the group it is assessed that a change in interest rates will not have a material effect on the financial statements.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Cavendish is exposed to credit risk from its operating activities (primarily trade receivables
and contract assets) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The carrying amounts of financial assets and contract assets represent the maximum credit exposure.
Expected credit loss assessment
Expected Credit Losses are measured as the present value of all cash shortfalls (i.e., the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expect to receive).
Historically, the Group has had no credit losses on its trade receivables, however in 2024 the Group has recognized credit losses relating to two specific customers due to an individual assessment following common credit risk characteristics; geographic region, age of customer relationship and type of products purchased.
Note 6.3 - Market risk factors
Market development risk
Significant markets for fueling products, other hydrogen energy products or renewable energy as a major source for hydrogen production may never develop or may develop more slowly than the group anticipates. This would significantly harm Cavendish's revenues and may cause Cavendish to be unable to recover the expenditures it has incurred and expects to incur in the development of its products.
Regulatory issues
The group’s operations are subject to numerous environmental requirements. Such laws and regulations govern, among other matters, air pollution emissions, wastewater discharges, solid and hazardous waste management, and the use, composition, handling, distribution and transportation of hazardous materials. Many of these laws and regulations are becoming increasingly stringent (and may contain “strict liability”), and the cost of compliance with these
requirements can be expected to increase over time.
The group cannot predict the impact of new or changed laws or regulations relating to health, safety, the environment or other concerns or changes in the ways that such laws or regulations are administered, interpreted or enforced. The requirements to be met, as well as the technology and length of time available to meet those requirements, continue to develop and change. To the extent that any of these requirements impose substantial costs or constrain the group’s ability to expand or change its processes, the group’s business, prospects, financial results and results of operations could suffer. Any breach of such requirements could in addition result in fines or other substantial costs and/or constraint the group’s ability to operate its production plant, which could have a significant adverse effect on its business, prospects, financial results and results of operations.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
In recent years, there has been significant progress in establishing regulatory frameworks for hydrogen activities. In the EU, renewable hydrogen is addressed and given a pivotal role in both the EUs climate strategy, as delineated in the 'Fit for 55' package, the Alternative Fuels Infrastructure Regulation (“AFIR”) and the Commission's REPowerEU communication. Additionally, revisions to the Energy Taxation Directive support renewable hydrogen by increasing taxes on fossil fuels. Furthermore, in the U.S., the Inflation Reduction Act ("IRA") and the Bipartisan Infrastructure Law ("BIL") have proven to be very helpful in reducing the cost gap between renewable and fossil hydrogen, and hence de-risking hydrogen projects. The IRA's clean energy incentives include many provisions for clean hydrogen and fuel cell technologies, either extending many existing federal tax credits, increasing existing federal tax credits, or creating new federal tax credits.
Despite recent rapid regulatory developments, some gaps persist, notably in standards development, especially concerning technical and safety standards for hydrogen transport and storage. In the European context, there are also uncertainties regarding state aid regulations for decarbonization efforts. The Company anticipates encountering industry-specific government regulations in its operational jurisdictions, such as regulatory approvals or permits required for product design, installation, and operation. Delays in obtaining such approvals could restrict the Group's development and growth. Furthermore, changing regulations, or interpretations of current or future regulations, may lead to the Group being required to redesign or stop marketing and selling products in certain geographies, or redesigning or changing products already delivered.
The Company depends substantially on government subsidies. Political developments could lead to a material deterioration of the conditions for, or a discontinuation of, the subsidies for its technology. It is also possible that government financial support for the Company’s technology will be subject to judicial review and determined to be in violation of
applicable constitutional or legal requirements or be significantly reduced or discontinued for other reasons. Without government subsidies, or with reduced government subsidies, the availability of profitable investment opportunities for the Company would be significantly lower, which could have a material adverse effect on Nel's business, financial condition, results of operations and cash flows.
Competition
The Group competes in a highly competitive market, with many current and potential competitors within hydrogen fueling products and services and many competitors providing substitutional products or services based on other technologies. The market consists of competitors which have partly longer operating histories, greater name recognition, lower costs, access to larger customer bases and significantly greater financial, sales and marketing, distribution, technical and other resources than the Group. There is a risk that competitors may utilize technological change to launch new products and services, to provide products or services at more competitive prices, or to secure exclusive rights to new technologies. That includes but is not limited to cryo-compressed hydrogen, liquid hydrogen and sub cooled liquid hydrogen technologies. If these circumstances materialize, it may have a material adverse effect on the Group's business, prospects, financial results or results of operations
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 6.4 - Climate-related risks and opportunities
Climate-related opportunities
Cavendish is a pure play hydrogen company. The climate-related opportunities are the company’s only opportunities. The assumption from climate-related opportunities in climate- related scenarios have impacted the financial statements. Specifically, the climate-related opportunities are the driver for the revenue and activity growth included in the company’s impairment tests. In addition, the climate-related opportunities also impact the assessment of probable future economic benefits from capitalised technology development.
Climate-related risks
The company pursue solely climate-related opportunities; therefore, the company does not have any transformation of any legacy business negatively impacted by the climate-related scenarios. Further analysis of the climate-related risks below:
Regulatory risks and Geopolitics
While climate change is the megatrend, the anticipated role of green hydrogen as a sustainable activity contributing to climate change mitigation could change. How geopolitics will impact and shape climate policies
going forward constitutes a risk for Cavendish. We would not be significantly impacted by the introduction of a potential carbon tax or restrictions on the use of carbon-intensive assets. Further, we do not consume products from conflict areas and our consumption of rare materials is limited. However, we identify opportunities in the enactment of a low carbon economy.
The Geo-political situation has developed negatively with higher uncertainty around the global trade situation with potential tariffs and customs.
Reputation risk
Cavendish recognizes the importance of maintaining a strong brand in the developing renewable hydrogen industry. Reputational risk comprises: i) any damage to brand value that will cause lost opportunities, ii) challenges in recruiting and retaining talent that in turn could halt technology developments and damage customer experience, and iii) challenges in attracting investors due to damaged reputation which could affect the going concern status of the group.
Note 7.1 - Composition of the group
The following subsidiaries are included in the consolidated financial statements of Cavendish Hydrogen ASA:
Company | Location | Main operations | Consolidated from: | Ownership/votes 2024 | Ownership/votes 2023 |
Cavendish Hydrogen A/S | Herning, Denmark | Sales, engineering, manufacturing, projects and service | 01.07.2015 | 100 % | 100 % |
Cavendish Hydrogen Co. Ltd | Daejeon, South Korea | Projects and service | 01.07.2018 | 100 % | 100 % |
Cavendish Hydrogen Inc | Irvine, California USA | Projects and service | 01.01.2019 | 100 % | 100 % |
Cavendish Hydrogen GmbH | Wien, Austria | Sales and engineering | 30.03.2022 | 100 % | 100 % |
All subsidiaries are 100 % owned. There is no uncertainty about control and no restrictions on the ability to access or use assets and settle liabilities in the group.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 7.2 - Executive management remuneration
Cavendish was established as a separate group and listed on the Oslo Stock Exchange on 12 June 2024 after a spin-off from the Nel ASA Group. On the basis hereof disclosure of Cavendish Executive Management Compensation and number of shares owned is limited to the period after the spin-off.
Remuneration of management 2024(amounts in EUR thousands) | Salary | Bonus | Pension expense | Other remuneration1 | Total remuneration | Number of shares |
Robert Borin, CEO | 167 | 0 | 19 | 142 | 328 | 0 |
Marcus Halland, CFO | 107 | 0 | 11 | 72 | 190 | 0 |
TOTAL | 274 | 0 | 30 | 214 | 518 | 0 |
1 Other remuneration is related to RSU program (EUR 98 thousand) and pro-rata value of cash-based LTIP Program (EUR 116 thousand) |
Note 7.3 - External audit remuneration
Fees to the group auditor (Amounts in EUR thousands) | 2024 | 2023 |
Statutory auditing services | 212 | 97 |
Attestation services | 6 | 17 |
Non-auditing services | 0 | 10 |
TOTAL | 218 | 124 |
86
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 7.4 - Related parties
Executive management
Information on key management compensation is disclosed in note ‘7.2 executive management remuneration’.
Board of Directors
Members of Cavendish’s Board of Directors’ remuneration and share ownership are disclosed in the tables below. The company was established in 2024 and therefore did not have a Board of Directors for the financial year 2023.
Remuneration Board of Directors 2024 | Period | Board member (EUR thousands) | Audit committee (EUR thousands) | Remuneration committee (EUR thousands) | Other remuneration (EUR thousands) | Total remuneration (EUR thousands) |
Jon André Løkke - Chair of the Board1) | 15 May - Dec 6 2024 | 37 | 0 | 4 | 232 | 63 |
Mimi Kristine Berdal1) | 15 May - Dec 6 2024 | 20 | 4 | 0 | 0 | 24 |
Vibeke Strømme1) | 15 May - Dec 6 2024 | 20 | 0 | 5 | 0 | 25 |
Allan Bødskov Andersen1) | 15 May - Dec 6 2024 | 20 | 6 | 0 | 0 | 26 |
Kim Søgård Kristensen1) | 15 May - Dec 6 2024 | 20 | 4 | 0 | 0 | 24 |
Board of Directors at balance sheet date | ||||||
Lavrans Grjotheim - Chair of the Board1 and 3) | 6 Dec - 31 Dec 2024 | 5 | 1 | 0 | 0 | 5 |
Sheri Shaghayegh Shamlou1) | 6 Dec - 31 Dec 2024 | 2 | 1 | 0 | 0 | 4 |
Anders Gravir Imenes1) | 6 Dec - 31 Dec 2024 | 2 | 1 | 1 | 0 | 4 |
TOTAL | 125 | 15 | 9 | 23 | 171 | |
1 At an Extraordinary General Meeting in December 2024, Lavrans Grjotheim, Sheri Shaghayegh and Anders Gravir Imenes were elect-ed as new board members replacing the previous Board of Directors. In February 2025 a new Extraordinary General Meeting was held and Jon André Løkke, Mimi Kristine Berdal, Vibeke Strømme, Allan Bødskov Andersen and Kim Søgård Kristensen were reelected as Board of Directors. 2 Consultancy fee related to work outside role of chair of the Board provided through Ludens AS. 3 Per 31 Dec 2024 Lavrans Grojtheim held 950 565 shares through Axon AS and Galileo AS equal to 2.83% of the total share capital. The shares have been sold subsequent to the balance sheet date. |
87
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 7.5 - Events after the balance sheet date
Information about the group's financial position that has occurred after the balance sheet date is disclosed if the information is considered to be significant for the group's current financial statements and future position.
On 21 January 2025 Cavendish announced a cost reduction and restructuring plan that has been executed during February 2025.
Further, on 7 February 2025 an extraordinary general assembly was held and Jon André Løkke, Vibeke Strømme, Mimi Berdal, Allan Andersen and Kim Kristensen was elected as the new board of directors.
There have not been any other significant events after the balance sheet date that have not been previously disclosed in this report.
Note 7.6 - Going concern
The financial statement is presented on the going concern assumption under International Financial Reporting Standards. As per the date of this report the group has sufficient working capital and cash on hand to fund operations beyond the next twelve-month period.
The Board of Directors confirmed on this basis that the going concern assumption is valid, and that financial statements are prepared in accordance with this assumption.
Parent company financial statements
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Statement of comprehensive income 90
Statement of financial position as of 31 December 91
Statement of changes in equity 93
Notes to the consolidated financial statements 94
Note 1 - Corporate information 94
Note 2 - Basis for Preparation and significant accounting principles 94
Note 3 - Revenue from contracts with customers 97
Note 4 - Personnel expenses 97
Note 5 - Other operating expenses 98
Note 6 - Finance income and cost 98
Note 9 - Transactions with related parties 100
Note 10 - Specification of balance sheet items 100
Note 11 - Cash and cash equivalents 101
90
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Statement of comprehensive income
(Amounts in EUR thousands)
Note
13 March 2024 - 31 December 2024
Revenue and income
Revenue from contracts with customers
3
490
Total revenue and income
490
Operating expenses
Personnel expenses
4
477
Other operating expenses
5
3 298
Total operating expenses
3 775
Operating loss
-3 285
Finance income
6
2 528
Finance cost
6
-701
Net financial items
1 827
Pre-tax income (loss)
-1 458
Tax expense (income)
7
0
Net income (loss) attributable to equity holders of the company
-1 458
Other comprehensive income that are or may subsequently be reclassified to profit or loss
Currency translation differences
-3 077
Other comprehensive income
-3 077
Total comprehensive income attributable to equity holders of the company
-4 535
Appropriation of comprehensive income (loss) and equity transfers
Dividends proposed
0
Retained earnings
-4 535
Total appropriation
-4 535
91
Cavendish Hydrogen ASA | 2024 Annual Financial Report
(Amounts in EUR thousands)
Note
31.12.2024
ASSETS
Investments in subsidiaries
8
53 648
Long-term receivables group
9
1 480
Total non-current assets
55 128
Receivables group
9
1 422
Other current assets
10
170
Cash and cash equivalents
11
33 852
Total current assets
35 444
TOTAL ASSETS
90 572
EQUITY AND LIABILITIES
Share capital
12
5 889
Treasury shares
12
35
Share premium
12
87 309
Retained earnings
12
-4 535
Other components of equity
12
35
Total equity
88 733
Deferred tax liability
7
0
Total non-current liabilities
0
Trade payables
1 177
Short-term liabilities group
9
163
Other current liabilities
10
499
Total current liabilities
1 839
Total liabilities
1 839
TOTAL EQUITY AND LIABILITIES
90 572
Statement of financial position as of 31 December
92
Cavendish Hydrogen ASA | 2024 Annual Financial Report
(Amounts in EUR thousands)
Note
13 March 2024 - 31 December 2024
Cash flow from operating activities
Pre-tax income (loss)
-1 458
Adjustments interests received
6
-838
Impairment of financial assets
6
699
Equity-settled share-based compensation expense
4
35
Change in trade receivables, group receivables
-1 422
Change in trade payables and group payables
1 340
Changes in other current assets and other liabilities
963
Net cash flow from operating activities
-680
Cash flow from investment activities
Loan given to subsidiaries
10
-25 155
Net cash flow from investing activities
-25 155
Cash flow from financing activities
Proceeds from capital increase
12
59 591
Net cash flow from financing activities
59 591
Foreign currency effects on cash
96
Net change in cash and cash equivalents
33 852
Cash and cash equivalents beginning of period
11
0
Cash and cash equivalents
11
33 852
Statement of cash flows
93
Cavendish Hydrogen ASA | 2024 Annual Financial Report
(Amounts in EUR thousands)
Share capital
Treasury shares
Share premium
Retained earnings
Other components of equity
Total equity
Equity as of 31.12.2023
0
0
0
0
0
0
Capital Increase 1 )
5 889
35
87 309
93 233
Total comprehensive income
-4 535
-4 535
RSU's and share program
35
35
Equity as of 31.12.2024
5 889
35
87 309
-4 535
35
88 733
1) Cavendish Hydrogen ASA was established on 13 March 2024 with a capital increase of NOK 1 000 000 from Nel ASA. In Q2 the share capital was increased to NOK 67 236 290 (EUR 5 889 thousand) with a total number of shares of 33 618 145.
Statement of changes in equity
Herning, 29 th of April 2025
The Board of Directors
Jon André Løkke
Chairman of the Board
(Electronically signed)
Mimi Kristine Berdal
Board member
(Electronically signed)
Vibeke Strømme
Board member
(Electronically signed)
Robert Borin
CEO
(Electronically signed)
Allan Bødskov Andersen
Board member
(Electronically signed)
Kim Søgård Kristensen
Board member
(Electronically signed)
94
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 1 - Corporate information
Cavendish Hydrogen ASA (“the Company”) is a leading hydrogen fueling company that specializes in the development, production, marketing, sales, installation, commissioning and service of equipment for fueling hydrogen to on- road vehicles. The company operates globally with offices in Denmark, USA, South Korea and Austria.
The Company (org. no. 933 187 764) was incorporated on 13 March 2024 for the purpose of continuing the hydrogen fueling station manufacturing activities (Nel Hydrogen Fueling segment) of the previous parent company of Nel ASA.
Cavendish Hydrogen ASA became the parent of the Fueling Group (“the group”) in May 2024 through an internal reorganization whereby Nel
ASA transferred all its shares in Nel Hydrogen Inc, Nel Korea Co. Ltd, Nel Hydrogen A/S (the “Fueling Entities”) to the group. This included shares in Nel Austria GmbH as a subsidiary of Nel Hydrogen A/S and Hydrogen Energy Network as an investment in Nel Korea Co. Ltd.
Cavendish Hydrogen ASA was distributed to the shareholders of Nel ASA on 12th June 2024 by way of a dividend in kind, through a distribution regarded as repayment of paid in capital by the shareholders of Nel ASA.
The Company is a public limited liability company listed on the Oslo Stock Exchange and domiciled in Norway. The address of its registered office is Dronning Eufemias gate 16, N-0191 Oslo, Norway.
Statement of compliance
The financial statements of Cavendish Hydrogen ASA have been prepared and presented in accordance with simplified IFRS pursuant to section 3-9 of the Norwegian Accounting Act.
Basis for preparation
These financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are measured at fair value.
Accounting estimates and judgements
In preparing the financial statements, assumptions and estimates that have had effect on the amounts and presentation of assets and liabilities, income and expenses and contingent liabilities must be made. Actual results could differ from these assumptions and estimates.
Foreign currency translation
The functional currency of the company is Norwegian kroner (NOK) and the presentation currency of the company is Euros (EUR). Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into EUR using the exchange rate applicable on the balance sheet date. Non- monetary items that are measured at their historical cost expressed in a foreign currency are translated into NOK using the exchange rate applicable on the transaction date, and translated into EUR on the balance sheet date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date.
Note 2 - Basis for Preparation and significant accounting princi- ples
Notes to the consolidated financial state- ments
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Segment information
Cavendish Hydrogen ASA operates with only one operating segments, providing management services to subsidiaries. A separate disclosure for segment information is therefore not applicable.
Significant accounting judgements and estimation uncertainty
The preparation of financial statements requires management to make judgements and estimates that influence amounts recognized in certain accounts for assets, liabilities, income and expenses. The actual results may deviate from such assumptions. Estimates and underlying assumptions are subject to continuous assessment.
Revenue from contracts with customers
In general, revenue comprises sale of intercompany services. These are recognized when the services are delivered based on intragroup allocation of costs.
Personnel expenses
Wages, salaries, bonuses, pension and social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by employees of the company. The company has pension plans for employees that are classified as defined contribution plans. Contributions to defined contribution schemes are recognized in the statement of comprehensive income in the period in which the contribution amounts are earned by the employees.
The company has an equity-settled Restrict Share Unit (RSU) program for some employees. The fair value of the RSU's are measured as the grant-date price of the Company's shares, and employees are not entitled to potential dividends while the RSU is unvested. The cost of the RSU's are recognized over the service period in accordance with IFRS 2 - Share-based payment. Refer to group financial statements note 2.5 for further accounting policies, including social security provisions.
For further information refer note 4 – Personnel expenses.
Financial instruments and fair value
Cavendish Hydrogen uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: Inputs are quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2: The fair value of financial instruments that are not quoted in an active market is determined using valuation techniques which maximise the use of observable market price and rely as little as possible on entity-specific estimates.
Level 3: Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
The Company has assessed that cash and short-term deposits, trade receivables, other current assets, trade payables and other current liabilities’ carrying amounts is a reasonable approximation of their fair value largely due to the short-term maturities of these instruments.
Interest income and expenses
Interest income and expenses are recognized in the statement of comprehensive income within ‘finance income’ and ‘finance cost’ as they are accrued, based on the effective interest method.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Income tax expense
Income tax expense in the statement of comprehensive income for the year comprises current tax and changes in deferred tax. Income tax expense is recognised in the statement of comprehensive income.
Current tax is the expected tax payable on the taxable income for the year and any adjustment to tax payable in respect of previous years. Uncertain tax positions and potential tax exposures are analysed individually and the best estimate of the probable amount for liabilities to be paid (unpaid potential tax exposure amounts, including penalties) and virtually certain amounts for assets to be received (disputed tax positions for which payment has already been made) in each case are recognised within current tax or deferred tax as appropriate.
Deferred tax assets and liabilities are recognised for the future tax consequences attributable to differences between financial statements and their respective tax bases, subject to the initial recognition exemption. The amount of deferred tax provided is based on the expected manner of utilized on or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. For a deferred tax asset to be recognised based on future taxable profits, convincing evidence is required.
Subsidiaries
Subsidiaries are all entities controlled by Cavendish Hydrogen ASA. Control is achieved when the company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Shares in subsidiaries are presented according to the cost method. Shares in subsidiaries are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may exceed the fair value of the investment. Indications may be operating losses or adverse market conditions. Fair value of the investment is estimated based on valuation model techniques. If it is considered probable that the fair value is below Cavendish’s carrying value, the investment is impaired. The impairment is reversed if the impairment situation is no longer present.
Cash and cash equivalents
Cash includes cash in hand and at bank. Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.
Events after the reporting period
New information of the company’s financial position at the end of the reporting period, which becomes known after the reporting period, is recorded in the annual accounts. Events after the reporting period that do not affect the company’s financial position at the end of the reporting period, but which will affect the company’s financial position in the future are disclosed, if significant.
Statement of cash flow
The cash flow statement is prepared using the indirect method.
97
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 3 - Revenue from contracts with customers
Revenues by geographic region based on customer location
(Amounts in EUR thousands)
2024
Austria
14
United States
65
Denmark
374
South Korea
37
TOTAL
490
All revenues in 2024 are internal revenue from management services. Revenues are recognised over time based on cost-to-cost input method. Billings occur at the end of each year for all cumulative costs incurred plus recognised profit, thus, there are no contract balances at year end. Both contract assets and the billings are recognised as current assets within 'Receivables Group' in the statement of financial position and is an unconditional right to payment.
Note 4 - Personnel expenses
2024
Average number of full time employees
1
Remuneration and direct ownership of shares of the Board of Directors are disclosed in Cavendish Remuneration Report for 2024. The full report can be found at www.cavendishh2.com. Remuneration to CEO and Cavendish executive management are also disclosed in the Cavendish Remuneration Report for 2024.
The company has a RSU program. For more information refer to group accounts note 2.5.
Pension
The company has a defined contribution pension plan for its employee that meet the requirements of the Pension Acts of Norway.
98
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Note 5 - Other operating expenses
Other operating expenses
(Amounts in EUR thousands)
2024
Hardware and common cost office premises
154
Administrative costs
465
Professional fees
2 618
Travel expenses
62
TOTAL
3 298
Auditor fees
Note 6 - Finance income and cost
(Amounts in EUR thousands)
2024
Internal interest income
838
Interest income
1 160
Net foreign exchange gain
531
Finance income
2 528
Expected credit loss receivables from subsidiaries
-699
Other
-2
Finance cost
-701
Net finance income (cost)
1 827
The net foreign exchange gain(loss) is mainly the unrealised currency exchange effectes related to internal loans and bank deposits.
99
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Calculations of the tax base for the year
2024
Income (loss) before tax
-1 458
Permanent differences
0
Change in temporary differences
1 283
Use of tax losses carried forward
0
The year's taxable income
-175
Nominal tax rate
22%
Income (loss) before tax
-1 458
Tax this years income (loss), estimated
-321
Tax effect of:
Permanent differences
0
Change in not recognized deferred tax assets (tax liabilities)
321
Other differences
0
Income tax expense
0
Income tax expense (income) comprise
Income tax payable
0
Change in deferred tax
0
Total income tax expense (income)
0
Specification of temporary differences
Provisions for liabilities
-37
Shares and other investments
-1 247
Tax losses carry forward
-175
Basis for deferred tax asset
-1 458
Nominal tax rate for next year
22%
Deferred tax asset
-321
Deferred tax asset not recognized in Statement of financial position
-321
Deferred tax asset in the Statement of financial position
0
Note 7 - Income taxes
As of 31 December 2024, it is not considered likely that the tax loss carry forward will be fully utilized in the near future, therefore, the deferred tax assets are not capitalized.
100
Cavendish Hydrogen ASA | 2024 Annual Financial Report
Subsidiaries: Company Name
Ownership
Registered office
Functional currency
Total equity in 2024 (functional currency thousands)
Net income (loss) 2024 (functional currency thousands)
Carrying value 2024 (EUR thousands)
Cavendish Hydrogen A/S
100%
Denmark
DKK
287 781
-81 092
53 648
Cavendish Hydrogen Inc
100%
USA
USD
-149
-8 987
-
Cavendish Korea Co. Ltd
100%
South Korea
KRW
-21 440 489
-4 107 215
-
Total
53 648
Note 8 - Subsidiaries
The increase in book value of shares in subsidiaries are mainly debt conversions. Refer note 12 for additional information of debt conversions.
Specification of other current assets
(Amounts in EUR thousands)
2024
Prepayments
163
Other current receivables
7
TOTAL
170
Note 10 - Specification of balance sheet items
Specification of other current liabilities
(Amounts in EUR thousands)
2024
Vacation allowance and other salary related accruals
198
Other current liabilities
301
TOTAL
499
Note 9 - Transactions with related parties
Long term interest bearing receivables group
2023
Loan issue
Debt conversion
Accrued interest 2024
FX Translation effects
Other
2024
Cavendish Hydrogen A/S
0
23 320
-23 864
743
0
0
198
Cavendish Hydrogen Inc
0
1 136
0
95
51
0
1 282
Cavendish Korea Co. Ltd
0
699
0
0
0
-699
-
Total
0
25 155
-23 864
838
51
-699
1 480
In the course of the ordinary business, intercompany financing is provided from Cavendish Hydrogen ASA to its subsidiaries. Long-term financing is interest bearing and priced at arm’s length terms using a NIBOR 3 month interest rate + 3%-point margin.
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Current assets
(Amounts in EUR thousands)
2024
Cavendish Hydrogen Austria GmbH
18
Cavendish Hydrogen A/S
1 002
Cavendish Korea Co. Ltd
47
Cavendish Hydrogen Inc.
355
TOTAL
1 422
Current liabilities
(Amounts in EUR thousands)
2024
Cavendish Hydrogen A/S
163
TOTAL
163
All related party transactions have been carried out as part of the normal course of business and at arm’s length.
Cavendish Hydrogen ASA has during 2024 charged EUR 490 thousands for corporate services provided to its subsidiaries. The management services are priced with the cost plus method applying a 5 % mark-up for low value services. The management fee has been allocated to the subsidiaries based on headcount as allocation key.
Revenues by geographic region based on customer location
(Amounts in EUR thousands)
2024
Cavendish Hydrogen Austria GmbH
14
Cavendish Hydrogen A/S
374
Cavendish Korea Co. Ltd
37
Cavendish Hydrogen Inc.
65
TOTAL
490
Board of directors
Remuneration of Board of Directors is disclosed in note 7.4 in the consolidated financial statements.
Note 11 - Cash and cash equivalents
(Amounts in EUR thousands)
2024
Cash and cash equivalents
33 852
TOTAL
33 852
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Note 12 - Share capital and shareholders
For information of shareholders as of 31 December 2024, shares hold by executive management and the board of directors please refer to Note 7.2 and 7.4, respectively, in the consolidated financial statements. For information of top 20 shareholders in Cavendish Hydrogen ASA refer to note 5.1 in the consolidated financial statements.
Note 13 - Guarantees
Cavendish provides guarantees arising in the ordinary course of business including stand-by letters of credit, performance bonds and various payment, financial guarantees and parent company guarantees. All commercial guarantees are on behalf of subsidiaries.
Note 14 - Subsequent events
An extraordinary general assembly was held on 7 February 2025 where Jon André Løkke, Vibeke Strømme, Mimi Berdal, Allan Andersen and Kim Kristensen were elected as the new board of directors.
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Cavendish discloses alternative performance measures (APMs) in addition to those normally required by IFRS. This is based on the group’s experience that APMs are frequently used by analysts, investors and other parties as supplemental information.
The purpose of APMs is to provide an enhanced insight into the operations, financing and future prospect of the group. Management also uses these measures internally to drive performance in terms of monitoring operating performance and long-term target setting.
APMs are adjusted IFRS measures that are defined, calculated and used in a consistent and transparent manner over the years and across the group where relevant.
Financial APMs should not be considered as a substitute for measures of performance in accordance with IFRS.
Cavendish’s financial APMs
EBITDA: is defined as earnings before interest, tax, depreciation, amortization and impairment.
EBITDA corresponds to operating profit/(loss) plus depreciation, amortization and impairment.
EBITDA margin: is defined as EBITDA divided by revenue and income.
Equity ratio: is defined as total equity divided by total assets.
Order intake: is defined as firm purchase orders with agreed price, volume, timing, terms and conditions entered within a given period. The order intake includes both agreed upon and signed contracts and change orders. For service contracts and contracts with uncertain transaction price, the order intake is based on estimated revenue.
Order backlog: is order intake where revenue is yet to be recognized.
Alternative Performance Measures
Auditor's report
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106
Cavendish Hydrogen ASA | 2024 Annual Financial Report
107
Cavendish Hydrogen ASA | 2024 Annual Financial Report
108
Cavendish Hydrogen ASA | 2024 Annual Financial Report
109
Cavendish Hydrogen ASA | 2024 Annual Financial Report
110
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Cavendish Hydrogen ASA | 2024 Annual Financial Report
Title:
Annual report for 2024
Published date:
30 th of April 2025
Cavendish Hydrogen ASA
Dronning Eufemias gate 16
N-0191 Oslo
Norway
The publication can be downloaded on
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