Transaction Advisory Norway

NGAAP and IFRS — where the differences bite

A buyer underwriting on an IFRS basis cannot read NGAAP numbers at face value. These are the divergences that actually move EBITDA and net debt.

Which standard applies

Most Norwegian companies report under NGAAP (Norwegian GAAP). Listed groups and some larger entities use IFRS.

Goodwill

NGAAP requires goodwill to be amortised over its useful life. Under IFRS, it is tested for impairment instead. The amortisation charge is normally added back for an IFRS-basis buyer.

Capitalised costs

Development cost capitalisation rules differ. Where a software or product target has capitalised costs under one framework but not another, reported EBITDA shifts materially.

Leases

Operating leases sit off balance sheet under NGAAP. A buyer applying IFRS 16 would capitalise them, affecting both EBITDA and net debt.

Why it matters in diligence

We bridge reported NGAAP figures onto the basis the buyer is underwriting, and show the bridge so a buyer can see how the number was built.

Ledger data and what we ask for

Starting from the export the target's system already produces means less reconstruction and more analysis.

SAF-T Financial

Norway's mandated standard audit file. An XML document structured as Header, Master Files and General Ledger Entries — giving full transaction-level detail. Version 1.30 became required for accounting periods beginning January 2025.

Ledger systems

Tripletex, Visma, PowerOffice Go and Xledger dominate the SME and mid-market segment.

What we ask for

The SAF-T Financial export first. It gives the same completeness that SIE4 gives us on a Swedish target, so the analysis starts from source rather than from a summary.

Statutory filing

Årsregnskap filed with Brønnøysundregistrene.

We reconcile filed statutory accounts to management reporting early in the engagement, because that is reliably where a buyer's first substantive questions land.

Practical notes

NGAAP permits some treatments that diverge from IFRS — we bridge onto the buyer's basis rather than presenting NGAAP figures unqualified.
SAF-T being mandatory means transaction-level data is reliably available on Norwegian targets, which shortens the reconstruction phase.
CET working hours give full overlap with the Norwegian business day.

The Norwegian M&A market

Norway punches well above its weight in deal volume, and most of the flow is mid-market — exactly where in-house diligence teams do not exist.

The oil and gas supply chain, aquaculture, renewable energy, IT and maritime services drive most mid-market transaction flow.
Equinor and Equinor-linked families remain the largest pool of founder-family sellers, often selling minority stakes to financial or strategic buyers.
MEH, Verdane, Altor and EQT are the most active financial sponsors, alongside mid-market houses including IK Partners and Adelis.
Most targets are owner-led, often founder-family controlled, and usually have one or two entities in the group rather than a holding-company pyramid.

How a Norwegian diligence engagement runs

First request

Send the data room index or a sample export. We confirm scope and timeline within one business day, before any engagement letter.

Source data

The SAF-T Financial export carries what we need for most SMEs and mid-market targets. For larger groups we add the consolidated management pack.

First cut

Within 48-72 hours we return the derived monthly P&L, balance sheet, account-level cuts and a working-capital estimate, in English.

Full databook

Schedules tie to voucher-level source because they come straight from the ledger export rather than a retyped trial balance.

There is no minimum commitment. A single databook is a low-risk way to see the standard before deciding on a larger engagement.

Red flags we look for

Related-party transactions. Founder-family controlled groups often transact from a holding structure, so we map related parties and unwind intra-group pricing before valuing the target.
Transfer pricing. Where a group has cross-border services, we test whether pricing reflects market terms or has been set to move profit between entities.
Revenue quality. We check whether reported revenue is recurring or lumpy, and whether customer concentration is high enough that one loss moves EBITDA materially.
Working capital seasonality. Norwegian targets in construction, retail and aquaculture carry seasonal working capital swings that an annual figure hides.
Statutory vs management cut-offs. We reconcile filed figures back to management reporting early, because that reconciliation is where the first hard questions land.

What we do on a mandate here

Financial due diligence

Quality of earnings, add-backs and revenue quality, bridged onto the buyer's basis.

Databooks

Built from the native ledger export so schedules tie to source.

Working capital

Peg analysis including the FX layer where local currency meets EUR or USD underwriting.

Vendor assistance

Sell-side packs with statutory-to-management reconciliation prepared in advance.

Language and currency

Norwegian source data. Account names, voucher narrative and supporting documents are processed in Norwegian. Nothing needs translating before it reaches us.
English deliverables. Reports and databooks are issued in English by default, or bilingual where the seller's team needs to review them too.
NOK reporting. We handle NOK-reported entities with EUR or USD reporting lines, including translation effects on comparatives.
FX in the peg. Where working capital is NOK-denominated but the peg is agreed in EUR or USD, we show the translation effect separately rather than burying it.

How to test us before you commit

You should not take a capability claim on trust, and we would rather be checked early than oversell and disappoint on a live deal.

Send a sample or anonymised SAF-T export. We will return the derived monthly P&L, balance sheet and an account-level cut — before any engagement letter, at no cost.
Ask us the accounting question. Put an NGAAP-versus-IFRS treatment question to us on the call and judge the answer on its merits.
Start with one deliverable. Our Fixed-Project model carries no minimum commitment, so a first databook is a low-risk way to see the standard.
Where we are honest about limits. Norway is a priority market and we have built our data handling around the SAF-T standard. Our transaction experience is Big 4-trained and cross-border; where a mandate needs a Norwegian statutory signatory or a local audit opinion, we work alongside one rather than claiming to replace it.

Frequently asked questions

What is transaction advisory?

Transaction advisory supports buyers and sellers in M&A deals. It includes financial due diligence, quality of earnings analysis, working capital pegs, databook preparation, and help with purchase price adjustments. The goal is to give the deal team confidence in the numbers before they commit.

Do you work from a SAF-T Financial file?

Yes — it is the first thing we ask for on a Norwegian target. SAF-T Financial carries transaction-level general ledger entries, so the monthly P&L, balance sheet and account detail all come from one structured export rather than a request the seller’s controller has to rebuild.

What changed with SAF-T v1.30?

Version 1.30 became the required format for accounting periods beginning 1 January 2025. It is an XML document structured as Header, Master Files and General Ledger Entries, and it is the version we read on current Norwegian engagements.

Which Norwegian ledger systems do you handle?

Tripletex, Visma, PowerOffice Go and Xledger cover most of the SME and mid-market segment. If the target runs something less common, send a sample export and we will confirm we can read it before you commit to anything.

How do you handle NGAAP versus IFRS?

We bridge reported NGAAP figures onto the basis you are underwriting and show the bridge rather than presenting a restated number without workings. Development costs, provisions and lease treatment are the divergences that most often move EBITDA.

Do you reconcile the statutory filing?

Yes. We reconcile the årsregnskap filed with Brønnøysundregistrene back to management reporting early in the engagement, because that reconciliation is reliably where a buyer’s first hard questions land.

Norway deal in progress?

Send the ledger export or the data room index. We will confirm scope and timing within one business day.

Book a consult Get the data-request list

Or email abhishek.bhandari@zionadvisor.com directly.