Capnor Weasel Bidco Oyj, Financial Statements Bulletin January–December 2025

Financial Statements Bulletin 2025 (unaudited)

Fourth quarter (October – December) highlights

• Revenue increased by 22% to EUR 63.8 (52.3) million
• Adjusted EBITDA increased by 34% to EUR 24.1 (18.0) million, corresponding to a 38% (34%) Adjusted EBITDA margin
• Adjusted EBIT increased by 38% to EUR 20.1 (14.6) million, corresponding to a 32% (28%) Adjusted EBIT margin
• Adjusted operational cash flow was EUR 10.4 million, very close to EUR 11.0 million in the comparison period

Full year (January – December) highlights

• Revenue increased by 17% to EUR 150.0 (128.8) million
• Adjusted EBITDA increased to EUR 38.7 (21.4) million, corresponding to a 26% (17%) Adjusted EBITDA margin
• Adjusted EBIT in 2025 was EUR 23.6 (9.0) million, corresponding to 16% (7%) Adjusted EBIT margin
• Adjusted operational cash flow was EUR 20.9 million, down by about 6% from EUR 22.1 million in the comparison period

Key events during and after the reporting period

• iLOQ’s digital locking systems were selected as the solution for student housing solutions for Studierendenwerk Thüringen in Germany with first major deliveries in December 2025 and some additional volumes also expected in 2026, which is a major breakthrough in expanding iLOQ into the European student housing segment
• iLOQ’s solutions were selected by the Empire State Trust to modernize the locking systems in the iconic Empire State Building in New York
• iLOQ and Amazon agreed on a partnership to develop access management solutions for Amazon
• iLOQ announced additional features on the new 5Series+ platform, including iLOQ Web which has been designed  with an emphasis on the ease of use features allowing property managers, system administrators and receptionists to quickly and efficiently perform everyday access management tasks

* FY 2024 included EUR 1.8 million adjustments related to strategic analysis of iLOQ’s full sales potential together with restructuring costs. These costs have been excluded in the Adjusted EBITDA, Adjusted EBIT and Adjusted Operational Cash Flow figures above. During 2025, EUR 2.0 million non-recurring costs have been excluded in the aforementioned adjusted figures (some of them with a delayed cash flow impact), mainly in relation to growth and competitiveness boosting actions and some legal costs.

Management overview of the fourth quarter

During the fourth quarter of 2025, iLOQ Group’s revenue increased by 22% compared to the last quarter of 2024. In the fourth quarter, all geographical market areas were able to generate double digit growth rates, with a major level-up in the North American business where the Critical Infrastructure customer segment was extremely strong with S50 solutions and the new 5Series+ software platform. Like earlier in 2025, in the fourth quarter iLOQ’s Nordics business continued growing, even if the general market sentiment and construction industry activity has remained subdued. In Europe and Emerging Markets, there was continued demand for iLOQ solutions for Critical Infrastructure applications, and moreover, the student housing segment saw a major breakthrough with the Studierendenwerk Thüringen deliveries in Germany. There were also promising business opportunities identified in the Commercial segment across geographies.

Revenue growth contributed positively to quarterly profitability and cash flow. At the end of December 2025, net working capital reflected the high fourth quarter sales but compared to the end of 2024 situation there were clearly lower inventories and higher trade receivables.

Key quarterly performance metrics for the fourth quarter:

• EBITDA amounted to EUR 23.7 (16.2) million, corresponding to 37% (31%) EBITDA margin
• EBIT amounted to EUR 19.7 (12.8) million, corresponding to 31% (24%) EBIT margin
• Operational Cash Flow was EUR 10.0 (9.2) million

To ensure its future competitiveness, iLOQ decided to readjust its global sourcing and supply chain network and to ensure a more optimal future cost structure, which has also caused some non-recurring costs. During 2025, the company successfully re-aligned its supply chain network by moving some of its outsourced production to Asia, and these actions were finalized during the last quarter. In the beginning of 2026, the Group Leadership Team member Thomas Thörewik, Chief Business Officer for Europe and Emerging Markets area, left iLOQ due to retirement and a recruitment process has been started to find a replacement for him.

Management overview of the full year

During 2025, iLOQ had steady revenue growth and is rebounding strongly from the slowdown at the end of 2024. R&D investments were kept at a high level in the first half of the year, but iLOQ started some actions to normalize and re-allocate investments. The US market demand developed very well, especially during the fourth quarter, driven by Critical Infrastructure opportunities. In the US, R&D and marketing activities are starting to pay off, with various large-scale business opportunities being actively developed, including a deal with the iconic Empire State Building in New York and strategic collaboration with Amazon in developing access management solutions for the US and other countries. Based on the actions to boost competitiveness and future growth, iLOQ carried out and started additional measures to streamline the organization and to optimize the global supply chain. Therefore, during 2025 a total of EUR 2.0 million costs were recognized as non-recurring items, the majority of which was linked to own personnel redundancies and some legal costs.

Key performance metrics for the financial year 2025:

• EBITDA amounted to EUR 36.7 (19.6) million, corresponding to 24% (15%) EBITDA margin
• EBIT amounted to EUR 21.6 (7.2) million, corresponding to 14% (6%) EBIT margin
• Operational Cash Flow was EUR 18.9 (20.3) million

Capnor Weasel Bidco Oyj finalized a successful refinancing for EUR 55 million nominal value of floating rate notes in 2024, and these senior secured floating rate notes have been publicly listed on Nasdaq Stockholm from the first quarter of 2025. In addition to this, the company has a EUR 30 million bilateral revolving credit facility, which was fully unutilized at the end of 2025.

iLOQ published its 2024 sustainability report in May 2025 and continues to drive and invest into its 360-degree approach to sustainability, with its battery-free solutions providing life cycle benefits to its end-customers.

iLOQ is investing in its technology leadership and innovation, by e.g. actively commercializing its newly launched 5Series+ platform and plans to expand that also into other geographical areas in the future. This platform allows iLOQ to develop new products and services, which will provide its customers with more value in their access management needs.

Events after the reporting period

There were no significant events after the reporting period until the date of this release.

Quarterly information

Declaration of the Board

We confirm that, to the best of our knowledge, the condensed financial statements give a true and fair view of the Group’s assets, liabilities, financial position and results of operations for the period. We also confirm, to the best of our knowledge, that the management overview includes a fair review of important events that occurred during 2025.

                                                                           Espoo, February 24, 2026

                                                     Heikki Hiltunen                                               Magnus Hammarström

                                          President and CEO                                          Member of the Board

INCOME STATEMENT

BALANCE SHEET

STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Adjustment for the previous year’s retained earnings was mainly related to the misstatement in the bonus and commission provision.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Reporting entity

Capnor Weasel Bidco Oyj (the Company) is domiciled in Finland. These condensed financial statements for the quarter ending on December 31, 2025, comprise the Company and its subsidiaries (together referred to as the ‘Group’)

2. Accounting principles

The Group’s Financial Statements Bulletin for January – December 2025 has been prepared in line with the IAS 34 ‘Interim Financial Reporting’ standard and should be read in conjunction with the Group’s financial statements for 2024. The Group has applied the same accounting principles in the preparation of this Financial Statements Bulletin as in its Financial Statements for 2024. The information presented in this Bulletin has not been audited.

3. Seasonality

The Group operates in an industry that has seasonal fluctuations in revenue. In a typical year, the first three quarters amount to approximately two thirds of the Group’s full-year revenue, while the last quarter revenue typically amounts to about one third of the full-year revenue. Therefore, in a typical year, the financial results of the fourth quarter can be expected to be stronger than compared to the first three quarters, and this seasonality also affects the cash flow profile of the Group.

4. Segment reporting

In addition to the parent company Capnor Weasel Bidco Oyj, iLOQ Group belongs to the Group. Industrial operations are in the iLOQ Group that offers digital smart-locking solutions. iLOQ Group operates with a network business model in the manufacture and distribution of products, and hence it has only limited own assembly and manufacturing operations. iLOQ Group’s products are sold through iLOQ’s distribution partners that also provide professional installation and maintenance services to iLOQ’s end-customers. For certain critical infra customers, iLOQ Group also has direct deliveries. iLOQ Group has its parent company iLOQ Oy in Finland and foreign subsidiaries in Sweden, Denmark, Norway, Germany, Belgium, the Netherlands, France, Spain, Poland, Great Britain, Canada, United Arab Emirates, Australia, Singapore and United States. The Group's business operations are managed and monitored as one entity. Subsidiaries are sales organizations, and their revenue consists of service charges from the iLOQ Group's parent company, with the exception that iLOQ USA Inc. has also some direct customer contracts and invoicing. Based on the similarity of business operations, products, services and production process, the Group has only one operating segment. iLOQ’s Leadership Team is the Group's chief operative decision maker, and it evaluates the performance of the Group and the use of resources as a whole. The composition of the Group's revenue and its geographical distribution is presented with the notes related to revenue. The Group has currently no external customers with revenue of over 10% of the Group's total revenue. Revenue generated from customers in Finland was about one third of the Group revenue in both 2025 and 2024. The Group's most significant non-current assets are located at the domicile of the parent company. Revenue split by geography has from the second quarter of 2025 been presented in accordance with the new sales organizational structure, with the following sales regions based on the customers’ main location and delivery destination: Nordics, Europe & Emerging Markets and North America.

5. Revenue

The revenue of Capnor Weasel Bidco Group consists of digital locking and access management systems. The Group's products consist of supplied locks and software as well as lock operation and maintenance services. The Group's customers are to main extent retailers and partners for locking products. Revenue is recognized when control over the goods or the service is transferred to the customer. Lock deliveries are recognized as revenue when control is transferred on the basis of the delivery of the products, when the risks and benefits have been transferred to iLOQ Group’s customers. The CIP Incoterms delivery term is generally used on the delivery of products. For some specific customers, Delivered Duty Paid Incoterms can also be applied. Revenue from maintenance and repair services and licenses is recognized over time as the customer receives the benefits simultaneously as the service is provided. Sales contracts are made with the regular payment terms. Annual rebates can be granted to customers belonging to the Group’s partner program for products sold during a specified time frame, and these rebates are accrued for.

The Group's revenue by geographical area is presented below:

Classification of revenue according to the timing of revenue recognition is presented below:

INTANGIBLE ASSETS

TANGIBLE ASSETS

RELATED PARTY TRANSACTIONS

The Group’s related parties consist of Capnor Weasel Bidco Oyj, its subsidiary iLOQ Oy and subsidiaries of ILOQ Oy. In addition, related parties include the Group’s Board members, the CEO and members of the Group Leadership Team, as well as entities that are under the control of key management personnel and their family members. There were no related party transactions during the reporting period except for the fees, business cost reimbursements and salaries paid to those persons specified as being related parties.

CONTINGENT LIABILITIES

Collateral granted for own commitments (shares given as security pcs., iLOQ Oy) total of 1,179,726 pcs.                             

DEFINITIONS OF ALTERNATIVE PERFORMANCE MEASURES

1. EBITDA = Operating profit (EBIT) before depreciation, amortization and impairment losses.

2. Operational EBIT = Operating profit (EBIT) excluding the impact of acquisition related amortizations or write-downs.

3. Operational Cash Flow = EBITDA + change in trade and other receivables + change in inventories + change in trade and other payables + change in provisions + investments in intangible assets + investments in tangible assets. Operational Cash Flow is used internally by the group to follow EBITDA while also taking into account investments and changes in working capital.

4. Operational Cash Flow % = Operational Cash Flow / Revenue.

5. Adjusted EBITDA, Adjusted EBIT and Adjusted Operational Cash Flow = Same as above but excluding non-recurring items: in 2024 an impact of EUR 1.8 million adjustments related to strategic analysis of iLOQ’s full sales potential together with restructuring costs, and in 2025 altogether EUR 2.0 million of non-recurring costs (some of them with delayed cash flow impact) that have been recognized mainly in relation to growth and competitiveness boosting actions and some legal costs. These non-recurring items have been excluded in the Adjusted EBITDA, Adjusted EBIT and Adjusted Operational Cash Flow figures above.

CONTACT

Additional information about the company can be found on the corporate website www.iloq.com. The company can be contacted by e-mail, vasb@vybd.pbz

For questions concerning this report please contact:

Heikki Hiltunen
CEO and President
urvxxv.uvyghara@vybd.pbz

Jukka Havia
CFO
whxxn.univn@vybd.pbz

Attachments

• Capnor Weasel Bidco Financial Statements Bulletin 2025 (pdf)