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Annual Report 2025

Annual Report 2025

1. Message from the CEO

Growth, inspiration and future opportunities

2025 has been the year that TS Group went from being a rapidly growing company to becoming a group with clear scale, structure and execution capabilities. The growth has been significant, but more importantly: it has been controlled, profitable and rooted in clear strategic choices.

Where 2024 was largely about pace and breakthroughs, 2025 has been about maturation. About building capacity, organization and culture in step with the market – and at the same time ensuring that deliveries maintain a level that makes the group relevant also in a longer perspective.

In 2025, TS Group achieved revenue growth of over 80 percent compared to the previous year, while profitability has improved significantly. The improvement in results reflects not only increased activity, but also better project execution, more precise resource use and higher quality in deliveries. All three of the group's business areas – Academy, Manpower and Site Services – have contributed to the development.

During the year, the Group has continued and renewed all significant framework agreements with key customers, while also winning new contracts. This has provided increased predictability in the level of activity and facilitated more long-term planning, both operationally and strategically.

Strong growth places demands on leadership. In 2025, much of the group's attention has been focused on governance, structure and collaboration across the organization. Scaling correctly is not just about more employees, but about clear roles, good decision-making processes and a culture that can handle a fast pace.

HSE is an integral part of TS Group's operations and a prerequisite for further growth. In 2025, the group delivered strong results in safe operations, with no recorded critical incidents. Sickness absence has been at a low level, and significantly below the average for member companies in the Confederation of Norwegian Industries.

The work is anchored in the group's vision “Setting Standards” and its core values ​​Safe, Proper, Brave and Committed. The values ​​guide how the group leads, collaborates and delivers – even when growth is high and everyday life is demanding.

The market in which TS Group operates remains attractive, while competition is intensifying and demands for professionalism are increasing. With a solid order base, strong customer relationships and an organization that has demonstrated the ability to deliver during growth, the group is well positioned for further development.

2025 marks not only a peak, but more importantly a lasting shift in level. TS Group continues with the ambition to grow further – always with quality, safety and long-termism as the premise.

Morten Walde, CEO

2. Highlights 2025

January

February

March

April

May

June

July

August

September

October

November

December

3. Vision and values

Our vision
Setting standards
Setting standards
Our values
Safe, proper, brave and committed
Safe, proper, brave and committed
Our mission
Contribute to a sustainable industry
Contribute to a sustainable industry

TS Group's mission is to contribute to the sustainable development and operation of today's and tomorrow's industry.

Our customers should experience that TS is a leader in terms of competent and committed employees, that we deliver good solutions and have a high focus on follow-up. Our vision is to set the standard that others strive for!

We will achieve this by living our core values ​​in all operations:

Safe

We will be a safe choice.

Proper

Integrity should be the cornerstone of our culture and underpin everything we do.

Brave

We dare to speak out! We are open to change and dare to think new things.

Committed

We take initiative and go the extra mile to solve customer needs.

4. About TS Group

TS Group is a group that provides industrial services within manpower, courses and training, mechanical maintenance and modifications.

We work every day to offer our employees the most attractive positions within the Oil and Gas sector, Renewable Energy, Process and other industrial activities. TS Group currently has order reserves estimated at approximately NOK 4 billion, divided into long-term framework agreements aimed at the most important operating companies and contractors within the offshore and onshore industry. TS Group is located in Bergen, Porsgrunn and Molde and the group employs approximately 450 permanent employees at various onshore and offshore installations on the Norwegian continental shelf.

At TS Group, our vision is to set the standard that others strive for! The motivation for this ambitious goal is our competent and committed employees! Such goals are best achieved by being able to offer safe workplaces, predictable framework conditions and attractive work tasks. We therefore focus on individual follow-up and development opportunities for all our employees.

TS Group's clients, whether onshore or offshore, generate significant value throughout the entire lifecycle, from planning, development and start-up to operation. TS thus contributes, from cradle to grave, with the goal of creating lasting value for our customers through flexibility and expertise.

TS Group's mission is to be an employer that reflects the diversity of society, and that not least exploits the potential of the population's collective expertise, by proactively exploring and exploiting such potential in our recruitment processes.

5. Key figures

Revenue (mNOK)
Annual profit (mNOK)

Performance development

Number of employees

Financial key figures

(All figures in mNOK)20252024202320222021
Turnover680,4370,8334,0396,3349,3
EBIT42,46,28,310,912,2
EBIT margin6,2 %1,7 %2,5 %2,8 %3,5 %
Net profit for the year33,75,07,113,19,3
OCF77,319,74,56,07,4
Order reserve4 1944 2511 7691 9851 234

6. Group management

7. Operations

A safe, secure and inclusive work environment!

TS Group's most important responsibility is to safeguard the safety and health of everyone involved in or adjacent to the group's activities, the surrounding environment, and compliance with our vision, "Setting the standard".

It is an ambition that commits us daily to constantly improve and utilize our commitments and toolbox within HSE work. The Group's overall goal is an injury-free working environment and to ensure that all employees return home safely from work every day. There were no critical/red incidents registered in the Group in 2025.

TS Group concentrates its operations on three market segments:

  • Newbuilds & Modifications
  • Operation & Maintenance
  • Industry & Renewables

The group offers all services from all its 3 business areas to all its strategically defined market segments. Within newbuildings and modifications, typical customers are offshore shipyards, workshops and the main contractors within the oil and energy industry. The operating companies on the Norwegian shelf constitute the customer group within operation and maintenance. In 2025, the group has long-term framework agreements with all of the operating companies that have manned installations in operation on the Norwegian shelf. The process industry in Grenland constitutes the majority of the customers within industry and renewables.

Business areas and related services:

  • Academy: courses and expertise, in-house training and professional courses
  • Manpower: Staffing services with a focus on skilled operators
  • Site Services: Specialist services, engineering and on-site machining, leak sealing during operation and corrosion monitoring.

Some of our customers

8. Academy

Academy operates in a specialized education market with a primary focus on the oil and gas industry, as well as selected segments within onshore industries. The business area has over 15 years of experience and is established as a leading provider of subject-specific training within its core areas.

Training is delivered through classroom teaching at our own course locations in Porsgrunn, Bergen and Molde, as well as in collaboration with partners in Kristiansand and Stavanger. In addition, in-house training solutions are delivered, tailored to the customer's needs and carried out either at the customer's facilities or as an integrated part of their operational activities. During the fourth quarter of 2025, Academy's digital learning offering was established, and e-learning is now increasingly part of Academy's overall course concept on selected courses.

The Academy is a central part of TS Group's competence work and has a clear focus on quality, safety and compliance with regulatory requirements. The course portfolio is continuously developed to meet the industry's demands for safe and efficient operations.

In 2025, Academy had an average customer score of 5.5 out of a possible 6 points. This reflects the high quality of our courses and the qualitative experience among the participants. The evaluations, which are based on feedback from course participants, include areas such as course content, course instructor availability, course locations and the registration process – all rated at a very high level. Academy is continuously working to ensure safe learning environments for all our participants. Health, environment and safety are an important priority, and there are no critical incidents registered for 2025.

Key figures

(All figures in mNOK)20252024202320222021
Turnover10,98,99,111,211,2
Gross margin39,6 %33,7 %31,4 %41,1 %43,9 %

Customers

Throughout the year, Academy has maintained strong customer relationships within both the oil and gas industry and onshore industry. Our services are used by leading operating companies such as Equinor, Shell, Vår Energi, OKEA, Aker BP and ConocoPhillips, in addition to key players such as Bilfinger, Inovyn Norge and Hydro Aluminium AS. Demand from the private market has continued to increase in 2025, with more individual customers using Academy's courses. This development contributes to increased volume and a broader customer base, and supports a more diversified revenue structure.

Development through 2025 

Actions and structural measures throughout 2024 laid the foundation for the development in 2025. This includes strengthened instructor capacity, new strategic collaborations, the establishment of a course location in Bergen and increased flexibility in delivery models. These measures have contributed to better capacity utilization and increased robustness in operations.

The course portfolio was mainly aimed at subject-specific training in areas such as valve technology, flange work, tubing & fittings and gas inspector courses. This core portfolio has been continued in 2025, while the offer has been expanded with more courses, new subject areas and increased use of digital learning methods.

The ambition is to remain a leading provider of classroom courses within subject-specific training for the oil and gas industry and land-based industry, while diversifying the course portfolio with digital course offerings.

Ambitions and future prospects

The market outlook for Academy is largely driven by the expertise needs of oil companies, service companies and other customers related to development and modification activities as well as operations and maintenance both onshore and offshore in Norway. The order backlog is mainly dominated by "Evergreen" activities, based on ongoing framework agreements, previous experience and continuous market monitoring.

Academy has a solid foundation for further development and will continue to adapt its offering in line with market needs. Further growth will be realized through a broader customer base within existing market segments, combined with a further development and expansion of the course portfolio. This includes more courses, increased flexibility in implementation and a closer interaction between classroom teaching and e-learning.

To support this development, emphasis is placed on good utilization of instructor capacity, continuous competence development and cost-effective operation. The Academy will also offer courses at several geographical locations, both through its own course sites and in collaboration with partners, to ensure proximity to customers and high availability of deliveries. Further development requires continued strong customer relationships and continuous improvement of internal processes to maintain high quality and efficiency.

9. Manpower

The Manpower business stream addresses both OPEX and CAPEX-financed oil and gas activities targeting Upstream, Midstream and Downstream facilities in Norway.

The market for operations, maintenance and support functions to the operating companies on the Norwegian continental shelf consists mainly of OPEX-financed activities, normally organised through call-offs from long-term framework agreements. These deliveries are characterised by high demands for regularity, quality, HSE and predictable access to relevant expertise.

CAPEX-related activities are primarily related to project-driven deliveries within newbuildings, hook-ups and major modifications, both offshore and onshore. Deliveries in this segment are mainly through call-offs from ongoing framework agreements with main contractors within the Norwegian oil and gas industry. The business area thus has a balanced exposure to both project-based and repetitive activity.

Manpower has staffing deliveries as its core area, with a wide range of disciplines within process, mechanical, crane and deck, electrical and automation. In 2025, the business area has delivered consistently good HSE results. Sickness absence has been at a level in line with the objectives, and reflects systematic and long-term work with the working environment, follow-up and prevention in an organization characterized by high activity and many parallel deliveries.

Key figures

(All figures in mNOK)20252024202320222021
Turnover639,4324,7293,2312,7266,1
Gross margin14,3 %13,1 %12,5 %9,3 %10,3 %

Customers

Manpower's client portfolio in 2025 consisted of a combination of large international operating companies and leading main contractors within the Norwegian oil and gas industry. This composition provides both volume stability, long-term perspective and exposure to value-creating activity.

Operating companies
The growth that the generally high level of activity on the Norwegian continental shelf in 2025 has contributed to, combined with the development of the framework agreement TS Group operationalized with Equinor 2H 2024, has had great strategic significance for the business area. The level of activity has consequently increased massively throughout 2025, and contributed to a significant increase in the number of permanently employed skilled workers. The agreements we have with the operating companies cover a wide range of professional disciplines and provide Manpower with a long-term basis for growth in a market characterized by high demands and great complexity. The increasingly integrated collaboration with several of the operating companies has also contributed to increased maturity in internal processes, particularly within staffing planning, documentation, compliance and interaction across functions.

Main contractors
On the contractor side, Aker Solutions has been a significant client in 2025, with deliveries within various CAPEX-related projects, onshore and offshore. Activities towards Aker Solutions have been characterised by project-intensive deliveries with high demands for scalability, coordination and precise resource management. Aibel and Worley Rosenberg have also contributed with solid activity levels throughout the year, and represent important collaboration partners within both modifications and newbuildings. Deliveries to the main contractors give Manpower access to project portfolios with high value creation, but also increased complexity and demands for operational execution capability.

Overall, the customer portfolio provides a good balance between the operator and contractor markets, and facilitates stability through diversified deliveries. This provides increased robustness in both activity levels and earnings over time.

Development through 2025

2025 has been a year of strong growth, consolidation and significant organizational maturation for Manpower. After a significant change of pace in 2024, the business area has been largely focused in 2025 on scaling delivery capabilities, ensuring robust operations and further developing internal structures in line with a significantly higher level of activity.

Throughout the year, Manpower has almost doubled both revenue and headcount. The growth has been driven primarily by increased activity levels in the OPEX market towards operating companies, combined with project deliveries within the CAPEX segment towards main contractors. This development has strengthened Manpower's market position, but has also increased the complexity of operational implementation.

The continued high level of activity within OPEX deliveries has placed strict demands on continuity, availability and quality in staffing. At the same time, CAPEX-related project deliveries have contributed to an increased need for flexibility, scalability and precise resource management. The combination of these types of activities has highlighted the importance of effective interaction between recruitment, competence management, staffing planning and ongoing follow-up of employees.

In 2025, the business area has worked purposefully to strengthen its operational execution capability. The capacity within operational project management has been further developed to handle both volume growth and increased complexity in deliveries. In parallel, there has been a continuous focus on improvement work, including standardization, clearer interfaces and digitalization measures to reduce internal time wasters and improve information flow across functions and locations.

The significant growth in the number of employees and parallel deliveries has also placed increased demands on management, structure and system support. The establishment and further development of an office in Bergen has been an important contribution to strengthening market presence, ensuring proximity to key customers and improving the follow-up of employees in a market characterized by high activity and strong competition for qualified labor.

Despite ongoing cost pressures in the market, including high inflation and increased costs related to travel and logistics, Manpower delivered results in line with expected gross margins in 2025. Volume growth, increased contract coverage and improved operational control have contributed to continued positive development in operating margins. Overall, 2025 has confirmed Manpower's ability to handle rapid growth in a controlled and sustainable manner, while further strengthening the foundation for further development in the years to come.

Ambitions and future prospects

Manpower enters the coming years with a solid starting point, based on long-term framework agreements, a broad customer portfolio and a sustained high level of activity.

The OPEX market is the core of Manpower's business and is the largest and most stable business area, with deliveries characterized by continuity, high regularity and strict requirements for quality and competence. Further development within OPEX deliveries requires a high degree of scalability. Manpower must have the ability to move capacity and competence effectively between customers and projects, and handle variations in volume without this compromising delivery quality or cost control. Good interaction across customers, disciplines and internal functions is crucial to ensure flexibility, optimal resource utilization and stable deliveries in a market with many parallel activities.

At the same time, Manpower has clear ambitions for further growth within the CAPEX segment. Although the overall CAPEX market is expected to decline somewhat in the coming years, Manpower will take an increased share through a purposeful development of project and customer relationships where Manpower can create lasting value. CAPEX activities are an important supplement to OPEX activities and contribute to both capacity utilization, career development and a strengthened market position.

Furthermore, standardization of work processes, clear interfaces and appropriate use of digital tools will contribute to increased efficiency and better scalability in the organization. Close dialogue with customers, realistic planning and good cost control will be key tools to ensure good execution ability in a market characterized by high activity and increasing complexity.

Overall, Manpower has good conditions for further value creation, through a strong position in the OPEX market, increased presence in CAPEX, and an organization that is rigged for collaboration, scalability and long-term operations.

Corrosion monitoring

10. TS Site Services

The Site Services business area encompasses both OPEX and CAPEX-financed activities, with a primary focus on the OPEX segment. The customer portfolio is broad and includes operating companies, oil service companies, the process industry and other land-based industries in Norway.

The activities are mainly carried out through call-offs on long-term framework agreements, but also through project-based and more ad hoc assignments. The bulk of the deliveries are related to OPEX-related modification and maintenance activities. The business area also provides services within CAPEX projects, including newbuildings as well as minor and major modifications.

The range of services includes mobile machining, leak sealing during operation and corrosion monitoring. With over 30 years of experience, the company has built a solid market position and a reputation for predictable, high-quality deliveries. Quality at all levels is a key priority, as the services are often performed in situations where the customer's plant is shut down or at risk of shutdown - conditions that can have significant operational and financial consequences. The company's ability to respond quickly and execute precisely is therefore of crucial importance for the customer's operational reliability and continuity.

Sickness absence during the reporting year was in line with the company's set goals. This reflects systematic and long-term efforts to strengthen the working environment, ensure close and structured follow-up of employees, and implement targeted preventive measures.

The company can also show good HSE results. During the reporting period, no critical incidents (SIF) or lost-time injuries (LTIF) were registered. This supports that established routines, risk-reducing measures and a clear safety culture are working as intended and contribute to a safe and robust organization.

Key figures

(All figures in mNOK)20252024202320222021
Turnover35,337,332,775,773,1
Gross margin27,6 %23,8 %27,4 %25,0 %28,3 %

Customers

The bulk of deliveries in 2025 have been directed to the operating companies Equinor and Okea, where the company has completed a number of solid and profitable projects. The extension of the framework agreement with Equinor, effective from 1 January 2024, to also include offshore installations, has provided the expected volume growth and contributed to an increased level of activity throughout the year.

Within the oil services segment, collaborations and deliveries to PLT Pipeline Technology, PSW Technology, Technip and Bilfinger have resulted in several significant projects.

In the process industry and other land-based industry, the main deliveries have been related to Inovyn and Ineos Rafnes, where the company has maintained stable and good project implementation.

Development through 2025

The expansion of the framework agreement with Equinor, from covering only Mongstad to also include all offshore installations and onshore facilities, has opened up a significantly larger market in line with the strategy for Site Services. Targeted work to highlight and operationalize the agreement extension has resulted in increased demand and more deliveries throughout 2025.

The further development of the location in Vestland has been positively received in the market. Increased technician and resource capacity has reduced response time and strengthened delivery capacity, which has contributed to an increased volume of assignments.

The level of activity towards the main contractor companies has been lower than expected, partly due to fewer audit stops than planned. At the same time, targeted marketing efforts have contributed to a broader customer portfolio and increased activity among both existing and new customers, particularly in the second half of the year.

The year has been characterized by some volatility in the market, with some customers postponing maintenance activities and planned overhaul shutdowns. This has impacted volumes and operating margins at times.

Ambitions and future prospects

The market outlook for Site Services is considered attractive in the coming years, based on the expected level of activity, planned investments and extensive programs for life extension of both offshore installations and onshore facilities.

A key strength of the business area is the ability to operate counter-cyclically and deliver services in both the OPEX and CAPEX segments, providing flexibility and robustness in the face of market fluctuations.

Site Services is among the leading players in its service areas and receives consistently good feedback from customers. This position will be further developed through:

  • close and structured customer follow-up
  • further development of existing and new framework agreements
  • high quality and precise delivery
  • maintenance and further development of short response times

Life extension of existing installations and facilities represents significant growth potential, and the business area is actively positioning itself to capture additional market share.

Targeted follow-up of the main contractor companies has already resulted in increased volume of audit stoppage activities for 2026.

At the beginning of 2025, the calculated order reserves, including options, are estimated at over MNOK 70. The order reserves are mainly related to projected activity under ongoing framework agreements. The largest agreements consist of long-term contract commitments to operating companies and leading oil service companies. The OPEX market indicates a continued high level of activity, supported by life extension measures for both onshore and offshore facilities.

Through established deliveries and long-term customer relationships, Site Services has a solid market position. This provides a good foundation for further growth through active customer follow-up, strengthened relationship building, flexible and scalable capacity, and continuous improvement of internal processes and working methods.

11. HSE/HR/ESG

HMSSK

TS Group's fundamental HSESK (Health, Environment, Safety, Security and Quality) unwavering stance is to prevent all incidents. A clear ambition for TS Group is to safeguard both the physical and mental health of our employees and partners. We work actively to prevent personal injuries, reduce exposure that can lead to occupational diseases and ensure a working environment that is perceived as safe, health-promoting and meaningful. Working environment and well-being are seen as a prerequisite for good performance, high quality and sustainable value creation

TS Group practices a clear zero-impact philosophy for negative impacts on people, the external environment, materials and equipment as a result of its own activities. This is supported through clear HSE management, active risk management, employee participation and continuous improvement. Non-conformities, unwanted incidents and near misses are systematically followed up and actively used as a basis for learning and improvement across the organization. We encourage employees to follow the 9 life-saving rules (LSR), and promote and implement activities presented on the online platform – Always Safe, which is also standardized for several of our clients on the Norwegian continental shelf. We share experiences to strengthen safety and ensure best HSE practices for the industry. Quarterly campaigns are published and disseminated in several of our interfaces.

TS Group's work with HMSSK is anchored in a comprehensive and integrated management system that is also supported by the requirements for ISO 9001 (quality), ISO 14001 (environment) and ISO 45001 (work environment). TS Group is also in the process of certification towards ISO 27001 for information security. In addition, TS Group is certified as an Audited Employer (RA), which confirms that the company meets requirements for human rights, orderly working conditions, correct use of labor and compliance with applicable laws and regulations. In a new security policy everyday life in Europe, and in light of the Total Defense Year 2026, this also entails a responsibility for TS Group as a business actor, for which we have prepared ourselves and are considering how our own expertise, capacity and systems can contribute to society's overall robustness, including in security, preparedness and safe, predictable operation and delivery.

TS Group can point to very good HSESK results in 2025, with no recorded incidents with the potential for major accidents or fatalities (SIF) and only one lost-time injury (LTIF) during the calendar year. The results reflect targeted efforts, high awareness in the organization and systematic work on prevention throughout the value chain. Maintaining and further developing this level requires continuous presence, close follow-up and systematic recording of HSESK developments, in line with established industry practice and our own management requirements. Our ambition is to recreate and improve these results through consistent compliance, learning and improvement in daily work.

HSE FIGURES

202520242023202220212019
SIF000000
Lost-time injury (number)101220
MTI (Injury without absence) 002850
LTIF 1,602,392,24,50
TRIF 007,213,213,616,1
Sick leave 4,12,95,35,34,43,3

Competence

Our customers will experience that TS Group is a leader when it comes to competent and committed employees, we will deliver competitive solutions and have a continuous focus on follow-up.

Competence is a clear and visible part of TS Group's profile, where customers and partners will experience that employees in TS Group contribute to continuous improvement and efficient work processes. We will be an attractive workplace and have a working environment characterized by trust, openness and respect. Our managers facilitate good learning environments. We will retain and recruit good employees by actively using competence and the window of opportunity and preparing a clear plan for individual training plans

Our business areas deliver expertise to their customers through skilled workers in various disciplines. Individual training plans are based on regulatory requirements, industry requirements, TS Group's internal competency requirements and our clients' specific competency requirements. "The right capacity - with the right expertise - at the right time" are good drivers behind both high efficiency and a good safety culture at the same time.

ESG

Sustainability for TS Group is about how we run our business every day. At the intersection of people, industry and society, we take responsibility for creating long-term value through safe working conditions, responsible business operations and continuous improvement. Our approach to ESG is practical, structured and rooted in how we plan, deliver and develop our services.

TS Group's mission is to contribute to the sustainable development and operation of today's and tomorrow's industry. This implies a clear responsibility for how our choices and deliveries affect people, the environment and society. Therefore, throughout the year we have participated in several forums based on ESG. As part of our work, we have chosen to actively take the UN's Sustainable Development Goals as a starting point:

3. Good health and quality of life: is a fundamental prerequisite for people to be able to develop their full potential and contribute positively to working life and society. As an employer, TS Group has a clear responsibility to safeguard both the physical and mental health of our employees, and to ensure a working environment that is safe, health-promoting and inclusive.

The company's ambitions and achievements in health and working environment are systematically monitored through KPI-based HSE management, employee surveys, health examinations and regular pulse measurements. This work is anchored in, and monitored through, the Working Environment Committee (AMU) and the Corporate Committee (BU), which ensure participation, continuous improvement and compliance with applicable requirements.

5. Gender equality: is a clear expectation for TS Group and the workplace should be inclusive and characterized by diversity, equal opportunities and fair treatment. We actively work for gender equality, both in recruitment processes, career development and salary determination, and adhere to the principle of equal pay for equal work.

Developments are monitored through systematic measurement and reporting of relevant parameters such as gender distribution, equal pay and diversity, in line with the requirements of the activity and reporting obligation (ARP). Furthermore, proactive measures are used, including deliberate design and orientation of job advertisements, to promote diversity and contribute to broader and more representative recruitment.

8. Decent work and economic growth : is an integral part of TS Group that promotes lasting, inclusive and sustainable economic growth through safe, decent and predictable working conditions for all employees. As an employer, we facilitate good working conditions that create well-being, provide room for individual development and ensure stable framework conditions over time.

Participation and dialogue are central to this work, including through close cooperation with trade unions and ongoing employee involvement. TS Group is a collective bargaining-based company with an AFP scheme, complies with established equal pay principles in accordance with the Working Environment Act, and by the end of 2025, practically 100% of the group's employees will be permanently employed.

To ensure structure, compliance and continuous improvement, modern system tools have been implemented that support the group's overall goals and priorities. These contribute to the systematic follow-up of the sustainability goals we have chosen to focus on, and provide a solid decision-making basis for further development.

The implementation of the Transparency Act was formally completed in 2022 and is now embedded and institutionalized in the group's management systems. Due diligence assessments and risk mapping are conducted annually and reported in connection with the presentation of audited annual accounts.

TS Group has also established policies for human rights, decent working conditions and transparency, which support the company's work with the sustainability goals. Through proactive and structured work, these principles will be implemented in practice and contribute to trust, accountability and long-term value creation.

12. Market and communications

TS Group has a strategy of being visible and present, both online and in person. Via relevant channels, we will produce content that creates interest in our business, and both our employees and management will appear as good representatives regardless of whether they are out on assignments, at trade fairs or on stage.

This year, a highlight was that TS Group turned 20. In connection with the anniversary, we invited customers, partners and employees to a celebration at the Comfort Hotel in Porsgrunn during Industry Week. Morten, Rolf and Stine each gave a presentation and the feedback from participants is that the event was well executed both as a celebration and as a meeting place.

Industriuka continues to be an important meeting place for us. In addition to a well-attended stand, Morten was invited to give a presentation on future prospects for TS Group and the industry at the evening event Industriuka by Night.

On the other side of the country, in Molde, we participated in the annual Roundtable Conference and once again invited to our annual jazz event in connection with MoldeJazz. With a good helping hand from beautiful weather, this was once again a successful gathering point for our local partners.

In September, Equinor held its annual Safety Conference, and we were represented. Morten gave a speech where he emphasized that safety starts with the people we choose.

TS Group also participated in OTD in Stavanger this year. The focus was primarily on services from Academy and TS Site Services, and to further highlight our presence in Western Norway.

In November, two of our representatives took to the stage – on opposite sides of the country, on the same day. Morten shared a post at the Growth Conference about future growth drivers and particularly highlighted GenZ's entry into the workforce. In Molde, in connection with the Business Barometer, Stine presented the market picture on the Norwegian continental shelf and what current developments mean for the industry.

On social media we are experiencing steady organic growth, and during Q4 we also started work on revamping our website. In the media, we have received attention for both TS Group as a growth case and for new contracts. At the same time, this year we were also highlighted and presented as a member company of the Bergen Chamber of Commerce. 

As last year, we continued to hold public meetings in multiple interfaces, both digitally and physically. We have also been on field visits to the projects where possible. For example, at Aker and Aibel's shipyards in Stord and Haugesund. 

13. Board 2025

14. Corporate governance

Introduction

TSG Holdco (TSG Holdco AS and group) is not subject to formal requirements for a statement of the company's policy regarding corporate governance. Nevertheless, the company strives to comply with the rules in the Accounting Act §3-3b, which deals with principles and practices for corporate governance. TSG Holdco follows the Norwegian Code of Practice for Corporate Governance (the "Recommendation") from the Norwegian Committee for Corporate Governance (NUES). The statement will be submitted annually.

This report applies to the financial year 2025, and is based on the provisions of the Act, as well as the main points in NUES.

Statement on corporate governance under the Accounting Act, in accordance with the provisions of the Act:

  1. The company follows the Norwegian Code of Practice for Corporate Governance.
  2. The recommendation can be found at www.nues.no
  3. The board has provided a statement on corporate governance below, and any deviations are commented on under each item.
  4. Under Chapter 10 of the report, the main elements of TSG Holdco's risk and internal control in the financial reporting processes are described.
  5. TSG Holdco has no articles of association that expand or deviate from provisions in Chapter 5 of the Norwegian Companies Act – which deals with the general meeting.
  6. The composition of the board is explained in Chapter 8.

The main elements of their instructions and guidelines are described in chapters 8 and 9.

  1. Provisions regulating board composition are described in Chapter 8 of the report.
  2. Articles of association provisions and authorizations to the board of directors for the issuance or repurchase of shares or equity certificates are described under the chapter Statement of Corporate Governance in TSG Holdco.

1. Statement on Corporate Governance in TSG Holdco

Compliance

The board of TSG Holdco follows the current recommendation from NUES

The board is responsible for implementing sound principles of corporate governance in the company.

TSG Holdco publishes an annual summary of its corporate governance principles and compliance in its annual report. The information will also be made available on the company's website www.tsgroup.com.

The board and management annually review the company's financial statements, with the financial statements for 2025 being adopted on 29.04.2026.

For TSG Holdco, trust in the company's management and operations is crucial for current and future competitiveness. The company adheres to transparency in its management and through this builds trust internally and externally.

The relationship between the owners and the company should be characterized by mutual respect, good and timely information and equal treatment of shareholders.

Values, ethics and social responsibility

For TSG Holdco, it is a pervasive principle that the company must act in a credible manner towards employees, customers, authorities and other stakeholders.

2. Business

TSG Holdco is a group that provides multidisciplinary industrial services. We provide services within maintenance and modifications, operational support, courses and training. The group has grown to become a leading supplier and has long-term agreements with the largest players within our business areas.

The company will conduct its operations in line with established sustainability goals in society. The company will provide information on relevant matters related to the environment, social conditions, working environment, discrimination, respect for human rights and anti-corruption and bribery.

A more detailed description of TSG Holdco's operations is available on the company's website.

3. Company capital and dividends

Equity

TSG Holdco sees an attractive market and opportunities for profitable growth in the period ahead. To take advantage of these opportunities, the group must have satisfactory equity and good liquidity.

The company's equity as of 31.12.2025 was NOK 69.4 million, corresponding to a 42.0 percent equity ratio. The group's equity as of 31.12.2025 was NOK 34.0 million, corresponding to a 18.9 percent equity ratio.

The TSG Holdco Group aims to maintain a prudent equity ratio at all times, in line with the Group's operations and growth ambitions. The Board of Directors considers the company's and the Group's liquidity, capital structure and solvency to be satisfactory.

Dividend policy

The TSG Holdco share should be a profitable investment for the owners through appreciation and payment of dividends.

There is a shareholders' agreement between the company's largest shareholders that regulates the company's dividend policy.

Authorization for capital increase

It is the board's recommendation that authorizations granted by the general meeting to the board to increase the company's share capital should be limited to defined purposes, with a duration of up to one year. The general meeting should therefore treat board authorizations to carry out capital increases as a separate matter for each purpose and not as a collective authorization.

As of 31.12.2025, the board had no powers of attorney.

Authorization to purchase own shares

At the general meeting of 28.2.2024, the board was authorized to acquire its own shares in accordance with Chapter 9 of the Norwegian Companies Act. The authorization is valid from 01.02.2024 until 31.01.2026.

4. Equal treatment of shareholders and transactions with related parties

Equal treatment

TSG Holdco has one share class and each share carries one vote. Shareholders shall be treated equally, unless there is a qualified justification for otherwise.

Related party transactions

TSG Holdco has established clear guidelines for handling agreements with related parties, in accordance with the NUES recommendation. Such agreements are regulated in the board instructions.

According to TSG Holdco's procedures, no significant transactions shall take place between the company and its shareholders, board members or senior executives or their close associates.

Owners, board members or senior employees of the TSG Holdco group must notify the board in writing if they are aware that they may be directly or indirectly involved in a business process / or will have an interest in an agreement where TSG Holdco or any of its group companies may become a party to the agreement.

5. Free transferability

TSG Holdco's shares are basically freely transferable in accordance with the Norwegian Companies Act, unless the shareholders' agreement has other regulations for those covered by it.

6. General Assembly

The general meeting is the company's supreme body.

TSG Holdco facilitates the participation of as many shareholders as possible at the general meeting, and ensures that it becomes an effective meeting place for shareholders and the board so that owners can exercise their rights.

Each shareholder shall have voting rights at the company's general meeting corresponding to the number of shares he or she owns.

The board shall ensure that general meetings are convened in accordance with the provisions of the Norwegian Companies Act.

The company may use electronic communication when sending messages etc. to shareholders, cf. Section 1-7 of the Norwegian Companies Act.

The case documentation must contain all necessary documentation so that the shareholders can decide on all matters to be dealt with.

Shareholders who are unable to attend in person shall be given the opportunity to vote. The company will provide information on the procedure for meeting by proxy or appointing a person who can vote on the shareholder's behalf as a proxy. In addition, a proxy form will be prepared that is designed so that a vote can be cast on each individual matter to be discussed and candidates to be elected.

Registration of matters under "Anything" must be reported to the chairman of the board no later than 7 days before the general meeting.

The chairman of the board, auditor and CEO attend the annual general meeting.

The board of directors determines the agenda for the general meeting. The main points on the agenda follow from the requirements of the Companies Act, as well as the company's articles of association §6.

The general meeting will normally be chaired by the chairman of the board unless shareholders representing more than 10% of the shares have requested an independent chairman.

Minutes from general meetings will be sent out electronically to the company's shareholders.

7. The Company's Nomination Committee

TSG Holdco has not established a separate nomination committee. Principles for the composition of the board are set out in section 8. The reason for this is that the company has a limited and transparent shareholder composition.

8. Composition and independence of the board of directors

Board composition

According to the company's articles of association §5, the board shall consist of three to six shareholder-elected members.

At the end of 2025, the company's board consisted of five shareholder-elected board members, of whom two were women and three were men.

The CEO is not a board member.

Board independence

The Board is elected by the owners to safeguard the Company and shall act independently of “special interests.” Overall assessments shall always be in the best interests of the Company.

It also follows from this that the employee-elected board members do not represent the employees, but the Company.

An overview of the individual board members' shareholdings in TSG Holdco is available under note 14 in the annual accounts for 2025.

9. The work of the board

Board of Directors' tasks

The Board of Directors has overall responsibility for planning and implementing the company's strategy and activities, including organization, remuneration and risk management. The Board also has overall responsibility for controlling and supervising the CEO and the Group's activities. The Board's duties and responsibilities follow from applicable law, the company's articles of association, and authorizations and instructions given by the general meeting.

The duties and responsibilities of the board can be divided into two main categories:

  • The board's management of the company, cf. the Norwegian Companies Act, Section 6-12
  • The board's supervisory responsibility, cf. the Norwegian Companies Act, Section 6-13

The board has adopted an annual plan for its work, which focuses on the board's tasks; to develop the company's strategy and to monitor its implementation. In addition, the board will exercise supervision to ensure that the group meets its business objectives and that risk management is carried out in an effective and satisfactory manner. The board discusses all matters that are of material importance or are of a special nature related to the group's activities. A minimum of 4 board meetings shall be held per year.

Steering instructions

In accordance with the provisions of the Norwegian Companies Act, the board's responsibilities and tasks are defined in formal board instructions that include specific rules and guidelines for the board's work and decisions. The chairman of the board is responsible for ensuring that the board's work is carried out in an efficient and proper manner and in accordance with applicable legislation.

Instructions for the general manager

The board is responsible for appointing the company's CEO. The board also determines the instructions, powers and conditions for the CEO.

Board self-evaluation

The board evaluates its work and expertise once a year.

10. Risk management and internal control

The board and management of TSG Holdco place great emphasis on establishing and maintaining routines for risk management and internal control.

The board conducts an annual review of the most important risk aspects of the business, including particular consideration of:

Training and motivation of employees

Training and motivation of employees is a central factor in TSG Holdco's operations. High quality of work, openness and honesty in the relationship between people and companies are important principles. Systematic efforts are made to ensure that employees are up-to-date with their professional knowledge and have good development. The company focuses on ensuring that it has a good social environment and strives for a good balance between work and leisure for employees. The group conducts annual work environment surveys as part of internal control.

Work procedures, regulations, instructions and authorizations

In addition to the instructions contained in the employment agreements, TSG Holdco has established internal rules for employees and focuses on training and understanding of the internal rules.

Financial reporting

TSG Holdco has prepared internal guidelines for monthly, quarterly and annual financial reporting including internal control routines.

The Group's accounts have been prepared in accordance with the provisions of the Accounting Act and generally accepted accounting principles.

The board receives monthly reports commenting on the company's ESG, economic, operational and financial status.

The Group uses budgets and forecasts. Deviations from budgets/forecasts with a focus on key key figures are reported and discussed by the Board.

Quarterly forecasts are prepared for profit and liquidity developments for the coming 12 months and presented to the board.

All projects for which the group has delivery responsibility are reviewed and remaining work is re-estimated each month to ensure correct accrual of the projects in the financial reporting.

Customer satisfaction

Regular customer surveys are conducted to collect information on customer satisfaction.

Projects

TSG Holdco delivers most projects based on a recurring fee basis. However, the group also delivers projects where a predefined result is to be delivered at a price that is fixed or has elements of fixed prices. There may be discrepancies between the final hourly income compared to the calculated hourly income at the start and during the projects.

An ongoing assessment of risks associated with projects is made.

Counterparty risk

TSG Holdco regularly reviews both customers and suppliers to identify counterparty risk. New business relationships are also subject to a thorough assessment to identify any potential risks.

11. Remuneration to the board of directors

TSG Holdco does not normally remunerate board members who are shareholders in the company.

Otherwise, the general meeting determines the amount of the board fee based on a proposal from the board.

An overview of board remuneration is provided in note 3 of the annual report.

12. Remuneration to senior executives

The board determines the terms and conditions for the CEO, and provides guidelines for the remuneration of other senior employees.

The main principles for TSG Holcdo's determination of salaries and other remuneration for the CEO and other senior employees are that they shall be offered terms that are competitive. There shall be no remuneration that is not subject to restrictions.

The starting point is further that TSG Holdco shall offer terms that encourage effort and value creation for the company and its shareholders and that promote senior employees' loyalty to the company.

13. Information and communication

The company reports its financial figures in accordance with the provisions of the Companies Act for the preparation of annual accounts.

14. Corporate takeover

If the board of TSG Holdco AS is contacted directly regarding a possible bid for the company's shares, the board and the company's management must ensure that all shareholders are treated equally and have access to sufficient information to be able to make a decision on the bid.

The board is not obliged to comment on the purchase offer. The board will consider whether an assessment by an independent advisor should be obtained.

15. Auditor

TSG Holdco and subsidiaries are audited by Ernst & Young.

The auditor participates in the board meeting that discusses the annual accounts. At the meeting, the auditor will review the audit work, any changes in the company's accounting principles, assessment of significant accounting estimates, assessment of the company's internal controls and all matters where there has been disagreement between the auditor and management. Furthermore, the board and auditor have at least one meeting a year without the CEO or other members of the day-to-day management being present.

The auditor's fees are explained in note 3 of the annual report.

16. Sustainability

The company works systematically to ensure that value creation occurs in a sustainable manner, in line with the NUES recommendations. The board is responsible for setting goals, strategy and risk profile that address economic, social and environmental issues, and these considerations are integrated into the company's overall governance model. The 2021 revision of the NUES emphasizes that the board must ensure that sustainability is part of the business's goals, strategies and risk management, and the company's approach is designed in line with these guidelines.pdf). The 2025 update further emphasizes the board's forward-looking role in sustainable risk management, which the board has incorporated into both planning and reporting routines.

Adopted at the board meeting on 29.04.2026

15. Annual financial statements

This is an excerpt of the main figures from the income statement. Download the annual report for the complete annual accounts.

Parent companyGroup
(All figures in mNOK)2025202420252024
Revenue57,842,0680,4370,8
Total operating expenses53,944,6637,9364,5
Operating profit3,8-2,642,46,2
Net financial items35,67,20,70,2
Ordinary profit before tax expense39,54,643,26,5
Tax expense on ordinary profit0,709,51,4
Net profit for the year38,84,633,75,0

Annual report for download

Download the full version, which includes accounts and notes. The report is only available digitally and can be downloaded as a PDF in Norwegian and English.

Download the annual report (Norwegian)
Download annual report (English)
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