AI assistant
Nordic Financials ASA — Annual Report 2025
Apr 30, 2026
Preview isn't available for this file type.
Download source fileNordic Financials ASA Annual Report 2025
Contents
- About Nordic Financials .................................................................................................................................................................. 3
- Letter from the CEO .......................................................................................................................................................................... 4
- Board of Directors report ................................................................................................................................................................ 6
- About Nordic Financials.............................................................................................................................................................. 6
- Activities ... 6
- Operations ... 6
- Financial Summary ...................................................................................................................................................................... 6
- Events after year-end ................................................................................................................................................................... 6
- Key risk factors .............................................................................................................................................................................. 7
- Responsibility statement .......................................................................................................................................................... 10
- Corporate governance in Nordic Financials ASA ................................................................................................................ 11
- Financial statements ...................................................................................................................................................................... 16
- Consolidated statement of comprehensive income ......................................................................................................... 17
- Consolidated statement of financial positions ................................................................................................................... 18
- Consolidated statement of cash flow .................................................................................................................................... 20
- Consolidated statement of changes in equity ..................................................................................................................... 21
- Notes ... 22
- Parent company statement of comprehensive income .................................................................................................... 46
- Parent company statement of financial position ............................................................................................................... 47
- Parent company statement of cash flow .............................................................................................................................. 48
- Parent company statement of change in equity ................................................................................................................. 50
- Notes ... 51
- Audit report .................................................................................................................................................................................. 61
About Nordic Financials
Nordic Financials ASA is a company listed on Euronext Expand in Oslo. Nordic Financials concentrates its investments on the Nordic markets. Our goal is to invest for the benefit of the company and our shareholders. The company’s head office is in Oslo (NO).
Letter from the CEO
Dear shareholders,
With 2025 now behind us, it is time to reflect on a year that proved to be both transformative and value-creating for Nordic Financials. The decisions taken and progress achieved during the year have significantly strengthened our strategic position and laid a solid foundation for continued growth.
Looking back at the first half of 2025, this period marked the beginning of a focused journey to establish Nordic Financials as a debt-free, capital-light, and highly agile investment company. This shift represented a decisive turning point, enabling us to operate with greater flexibility, improved risk management, and enhanced return potential. In close collaboration with our stakeholders, we realigned our objectives and sharpened our execution capabilities to support sustainable, long-term value creation.
During the first half of 2025, Nordic Financials completed two share issues and received subscriptions of nearly NOK 100 million, despite targeting and raising NOK 40 million. In addition, we paid down all debt and together with our legal partners, sharpened all our corporate governance.
Investments
Throughout the second half of the year, we dedicated substantial resources to identifying and analyzing attractive investment opportunities. Our participation as guarantor in a share issue demonstrated that this activity could generate attractive risk-adjusted returns when supported by solid underlying business fundamentals.
In the fourth quarter, we capitalized on what we believe was a clear market mispricing in two bonds issued by Snowball Software (formerly Hawk Infinity). This position remained in our portfolio at year-end, and both coupon payments as bond prices have developed favorably following our investment. The position delivered an annualized yield with mid double digits when we divested the bonds in 2026, and proved our ability to identify and act on compelling opportunities in the credit market.
Towards the end of the year, Nordic Financials also participated in a share issue in Gold Road Inc. The company owns a fully operating gold mine in Arizona and benefits from a strong Norwegian investor base, including a Norwegian Chairman. We believe the transaction was completed at attractive levels, offering significant upside potential given the current macroeconomic backdrop and favorable outlook for precious metals. This is a strategic, long-term investment, and our current ownership of approximately 3% places Nordic Financials among the ten largest shareholders in Gold Road Inc.
In addition, I would like to highlight several strategic priorities that will continue to guide the development of Nordic Financials ASA:
Investment Focus
Nordic Financials will actively invest in Nordic companies, or companies with a strong Nordic anchoring across equity, debt, and rights issues. Our ambition is to access and capitalize on high-return opportunities typically reserved for institutional investors, thereby delivering superior returns to our shareholders.
Operational Efficiency
We are implementing a lean, scalable operating model designed to keep overhead costs low while supporting growth. By leveraging technology, automation, and disciplined processes, we are building an organisation characterised by efficiency, accountability, and reliability. The full financial impact of these initiatives is expected to materialise from 2026 and onwards.
Business Expansion
Nordic Financials will actively pursue complementary businesses and investment platforms that can enhance our market presence, broaden our opportunity set, and further diversify our revenue streams.
Funding and Growth
While Nordic Financials is still a small player in a large and competitive market, our ambitions are significant. We clearly see that increased financial capacity would allow us to scale our existing activities more rapidly and deploy capital into a wider range of attractive opportunities, potentially with a meaningful positive impact on results.
Concluding Remarks
If 2024 was the year of transformation, 2025 has been the year of execution. Nordic Financials is now better positioned than ever to deliver long-term shareholder value. Early results are already visible through investments generating very strong internal rates of return. As capital deployment continues to increase, we are confident that this momentum will translate into even stronger financial performance in the years ahead.
Best regards,
Halldor Christen Tjoflaat
CEO
Board of Directors report
About Nordic Financials
Nordic Financials ASA (“NOFIN” or the "Company") is an investment company listed on Euronext Expand. Nordic Financials ASA and its subsidiaries are referred to as the Group. Nordic Financials current portfolio consists of investments within gold mining, software and renewable energy.Through first half of 2025 we have made changes to the group and reorganized the operations as a response a changing business environment. The headquarter is in Oslo (NO). Activities Nordic Financials ASA have two subsidiaries, Nordic Financials AS and Nordic Opportunities AS. During the first half of the year Nordic Financials ASA conducted two share issues, paid down all debt and updated its corporate governance accordingly. The share issues where considerably oversubscribed, hence successful.
Operations
Throughout the second half of the year, we dedicated substantial resources to identifying and analysing attractive investment opportunities. Our participation as guarantor in a share issue demonstrated that this activity could generate attractive risk-adjusted returns when supported by solid underlying business fundamentals. Later in Q4 we invested in two bonds issued by Snowball Software Group (former Hawk Infinity Software), and took a position among the top 10 investors in Gold Road Inc.
Change of capital
In 2025, the Company reduced its share capital by lowering the par value (from 0.5 to 0.01), converted a NOK 2 million loan, and completed multiple rights issues, including a private placement. Management exercised subscription rights, and a reverse share split was carried out (175:1). As of 31 December 2025, the share capital is NOK 34,464,587.50, divided into 19,694,050 fully paid shares with equal rights.
Financial Summary
In 2025, Nordic Financials operating income was tNOK 1,122 compared to the operating income of tNOK -4,891 in 2024. Operating profit for continuing operations in 2025 was tNOK -9,146 compared to the operating profit of tNOK -15,454 for 2024. Cash and cash equivalents were tNOK 16,595 at the end of 2025, compared to tNOK 656 one year prior. The company’s liquidity is deemed sufficient. Total equity was tNOK 28,833 at year-end 2025, compared to tNOK 175 one year earlier.
Events after year-end
Divestment of the Two Snowball Software Group bonds. As both bonds were purchased at, what we considered a mispricing in 2025, the bonds were sold in February 2026 when they had reached what we believe is market price.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 7
Investment through Nordic Opportunities AS
Purchased the first shares in what we believe to be an opportunity where we can exercise some active ownership. Undisclosed sector for now.
Outlook
Given the current market situation, the management and board of directors look positive and opportunistic on new investments under a new strategy. The board acknowledges the need for further capital increases to be able to reach the desired size and has good faith that this is something the board will have the general meetings support to conduct. It is the management’s firm belief that Nordic Financials position as an agile investment company will provide the opportunity to create shareholder value going forward.
Key risk factors
Currency risk
The Company is located in Norway and any investments done in markets or assets denominated in other currencies will expose the Company to currency risk.
Interest rate risk
The Company is debt free and interest rate risk is therefore considered low.
Credit risk
The Company is exposed to credit risk through cash and cash equivalents, and receivables. The Company’s banks are large Norwegian financial institutions. The risk of loss on cash and receivables is considered low.
Liquidity risk
Liquidity risk is considered low. During the year, the Company has strengthened its liquidity position through several share issues. The Company has sufficient cash and cash equivalents to meet its current and foreseeable payment obligations.
Funding
The Company acknowledges and communicates that further rights issues or capital raises will be conducted to reach the desired size.
Employees, anti-discrimination, and environment
The Company had no employees as of 31 December 2025. All resources utilised by the Company are hired from partners, and in compliance with Oslo Stocke Exchange Rule book. The Company seeks to employ the best qualified person regardless of race, gender, or sexual persuasion. The Board of Directors consists of one woman and two men. The company aims to have a neutral carbon footprint.
Corporate social responsibility
Nordic Financials observes the UN Global Compact's 10 principles in the areas of human rights, labour rights, the environment and anti- corruption, and it gives particular priority to the environmental principles. Corporate Strategy, Corporate Governance and the Code of Conduct Policy constitute the fundamental steering principles in the Company. Together these form the foundation of how we should act and operate in the Group as well as giving the priorities and the direction of the Company.
Work environment
The Company has a strong focus on health, safety and the environment (HSE) for its employees, subcontractors and customers, embedded in our zero-accident objective. Continuous efforts involve planning, training of personnel and careful selection of subcontractors. At the end of 2024 the company’s operations are considered safe and with limited chance for accidents.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 8
Environment
At the end of the reporting period and going forward the main activity will be ownership and investments. Going forward Nordic Financials will exert influence both directly and indirectly through our operational activities.
Code of conduct
The Company takes a zero-tolerance approach to modern slavery, bribery and corruption and is committed to acting professionally and with integrity in all our relationships and business dealings. The Company has not implemented specific guidelines for social responsibility.
Corporate governance
Corporate governance is the Board of Directors’ most important instrument for ensuring that the Company’s resources are managed in an optimal manner and contribute to long-term value creation for shareholders. Reference is in this regard made for the separate presentation of the company’s corporate governance in this annual report.
Going concern
Pursuant to section 3-3a of the Norwegian Accounting Act, confirmation is hereby given that the going concern assumption is realistic. That assumption rests on the company’s financial position, including events after the balance sheet date, as well as profit forecasts for 2025 and the company’s long-term strategic predictions for the years to come. Two important actions were executed in 2025 as the company conducted two successful rights issues. These two actions support the board’s view of a strengthened financial position for Nordic Financials ASA. After these two actions the share capital is 34,464,587.50
Insurance coverage
The Company have a D&O insurance coverage as of December 31, 2025.
Transparency Act
The Group’s account of due diligence in accordance with the OECD Guidelines for Multinational Enterprises is published on www.nofin.no
Allocation of profit and loss
The net loss for 2025 was tNOK 11,915 and total comprehensive income was tNOK -11,915. The Board proposes that the annual general meeting resolves that the loss is allocated to Other Reserves. Following this allocation, the Company will have total equity of tNOK 28,833. For the parent company, the net loss for 2025 was tNOK 11 217. The Board proposes that the annual general meeting resolves that the loss is allocated to Other Reserves. Following this allocation, the parent company will have total equity of tNOK 29,642.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS Nordic Financials ASA Annual Report 2025 9
Oslo, 29 April 2026
Nils Petter Skaset
Chairman (electronically signed)
Jan Peter Harto
Board member (electronically signed)
Kristine Malm Larneng
Board member (electronically signed)
Halldor Christen Tjoflaat
CEO (electronically signed)
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 10
Responsibility statement
The Board confirms, to the best of their knowledge, that the financial statements for the Company for 2025 have been prepared in accordance with the with IFRSs and IFRICs as adopted by the EU and additional disclosure requirements in the Norwegian Accounting Act, and that should be used as of 31 December 2025. The information presented in the financial statements for 2025 gives a true and fair view of the Company’s assets, liabilities, financial position and results for the period viewed in their entirety, and that the Board of Directors’ report gives a true and fair view of the development, performance and financial position of the company, and includes a description of the material risks that the Board of Directors, at the time of this report, deem might have a significant impact on the financial performance of the Group.
Oslo, 29 April 2026
Nils Petter Skaset
Chairman (electronically signed)
Jan Peter Harto
Board member (electronically signed)
Kristine Malm Larneng
Board member (electronically signed)
Halldor Christen Tjoflaat
CEO (electronically signed)
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 11
Corporate governance in Nordic Financials ASA
Implementation and reporting on corporate governance
Pursuant to section 3, sub-section 3b of the Norwegian Accounting Act, Nordic Financials ASA is required to include a description of its principles for good corporate governance in the directors’ report of its annual report or alternatively refer to where this information can be found. The Norwegian Corporate Governance Board (NCGB) has issued the Norwegian code of practice for corporate governance (the code), which can be found at www.nues.no.Observance of the code is based on the “comply or explain” principle, which means that companies must explain either how they comply with each of the recommendations in the code or why they have chosen an alternative approach. The Oslo Stock Exchange requires that listed companies provide an annual explanation of their corporate governance policy in line with the applicable code. The following presentation of Nordic Financials ASA corporate governance follows the same structure as the code.
The business
Nordic Financials ASA is an investment company listed on Euronext Expand in Oslo. The Company has one main business area: financial investments in the Nordic region. The Company’s vision is “to empower non-professional investors by providing them access to lucrative investment opportunities, fostering an inclusive platform for wealth creation while maintaining a shareholder-friendly approach”.
In Nordic Financials ASA articles of association, the company’s activities and purpose is defined as “Investments in and ownership of companies within the solar energy industry and all activities related to this. The company may also invest in financial instruments, mainly in shares, equity certificates and derivatives, and engage in activities in relation to this.
Equity
Total equity as of end 2025 was tNOK 28,833 and the number of outstanding shares was 19,694,050 all with equal rights and listed on Euronext Expand.
Equal treatment of shareholders and transactions with associated parties
Share class
All outstanding shares of Nordic Financials ASA are of the same share class, carry the same rights to dividends and carry one vote.
Transactions with associated parties
Should Nordic Financials ASA be a party to a transaction with parties associated to the company or with companies in which directors or senior executives, or their close associates, have a significant interest, directly or indirectly, the parties concerned must immediately notify the board. All such transactions must be approved by the board and, where required, also the general meeting. Such transactions must also, where required, be reported to the market. In the event of any not immaterial transactions between the company and associated parties, the board will arrange for a valuation to be obtained from an independent third party. See note 7 for related party transactions. All related party transactions during the year have been approved by the board and are in accordance with arm length principles.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 12
Own share transactions
Nordic Financials ASA holds no own shares.
Conflicts of interest
The company has guidelines for handling conflicts of interest. If a board member or executive has other commitments or interests that may result in a conflict of interest on a more regular basis, or in other extraordinary circumstances, additional procedures for the board’s proceedings will be implemented, to avoid such conflicts of interest to occur.
Freely negotiable shares
The Nordic Financials ASA share is listed on Euronext Expand. All shares are freely negotiable. The articles of association impose no restrictions on the negotiability of the shares.
General meetings
The general meeting is Nordic Financials ASA’s highest authority. The board endeavours to ensure that the general meeting is an effective forum for communication between the board and the company’s shareholders. As a result, the board seeks to facilitate the highest possible participation by the company’s shareholders at the general meeting. The company’s general meetings in 2024 were held in accordance with the Norwegian Public Companies Act.
The general meeting is normally held before 1 June. Notice of the meeting is published in a stock exchange announcement and sent to all shareholders no later than 21 days before the general meeting. The notice and supporting documentation for items on the agenda are also published on the company’s website no later than 21 days before the general meeting. Provision is made to vote in advance of the company’s general meeting. Shareholders who cannot attend the general meeting in person are able to appoint a proxy to vote on their behalf. In the proxy form the shareholder can also give the proxy instructions on how to vote on each agenda item.
The board determines the agenda for the general meeting. However, the most important items on the agenda are dictated by the Public Companies Act and the company’s articles of association. Minutes of the meetings are published in stock exchange announcements and posted to the company’s website.
Nomination committee
The nomination committee submits justified recommendations to the general meeting on the election of directors and nominates candidates for the election of board members and chair. Furthermore, the committee will submit proposals for the remuneration of directors and recommend members to the nomination committee. Establishment of the committee is stipulated in the articles of association, and its work is regulated by instructions adopted by the general meeting. Nomination committee members are independent of the board and the company’s executive management. Members of the committee receive a fixed remuneration, which is not dependent on results. The general meeting decides on all recommendations made by the committee.
Corporate assembly and board of directors: composition and independence
Nordic Financials ASA does not have a corporate assembly. The board is organized in accordance with the Public Companies Act, with one woman and two men, all elected by the shareholders. Nordic Financials ASA regards all its board members as independent of the company’s executive management. The board members are
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 13
also regarded as independent from all significant business partners. For list of shares held by management and board of directors see note 6. The board members and chair are elected by the general meeting and are elected for two-year terms. Elections are conducted in such a way that new directors can join the board every year.
The work of the board of directors
The board is responsible for the management of the Company, and the board’s work is regulated by instructions. The board is responsible for the management of the Company, which includes determining the Company’s strategy and overall goals, approving investments, and ensuring an acceptable organization of the business in line with the Company’s articles of association. The board can also determine guidelines for the business and issue orders in specific cases. The board members must look after Nordic Financials ASA’s interests holistically, and not their individual interests.
The board shall keep itself updated on the financial position of the company, and ensure that the business, accounts, and management are under assuring quality control. The board makes enquiries, if necessary, to perform its oversight responsibility. The board shall make such enquiries at the request of one or more board members. The board oversees the work of the executive management. The board conducts an annual evaluation of its work, competence, and performance. The board of directors are the remuneration committee for the CEO. The board has evaluated the need for an audit committee, and for the time being decided that the Board shall function collectively as the audit committee.
Instructions for the board’s work
The company has instructions for the board's work. It contains the following main points; the board’s responsibilities and duties, the executive management’s obligations to inform the board, and guidelines for the board’s proceedings.
Division of duties between the board and the executive management
A clear division of responsibility has been established between the board and the executive management. The chair is responsible for ensuring that the work of the board is conducted in an efficient and correct manner in accordance with relevant legislation. The CEO is responsible for operational management of the Company and reports regularly to the board. The mandate and responsibilities of the chief executive officer is regulated in the management agreement. The board oversees the fulfilment of the agreement.
Financial accounting
The accounting is outsourced to an external accounting firm. The board receives financial reporting for the Company and the Group quarterly. Financial and performance reports from the solar plants are received more frequently. All these reports constitute the foundation for the evaluation and potential adjustments of the Company's strategic goals. The reports also form the basis for the Company's external financial reporting. External financial reports are approved by the board. The board ensures that the auditor fulfils a satisfactory and independent control function. It presents the auditor’s report to the general meeting, which also approves the remuneration of the auditor.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 14
Plan for the board's work
The board focuses on the company’s objectives and strategy, and the implementation thereof, and every year the board sets a plan for the board meetings for the coming year. In addition to the planned meetings, the board is summoned for extra meetings if needed. All board members receive background information related to the agenda points well in advance of the meeting. The board members are free to consult the administration if needed. Normally the CEO summons the board, and the agenda is set by the CEO and the chair. The administration is responsible for preparing background material for the board meetings.### Confidentiality
The board’s proceedings and minutes are confidential unless the board decides otherwise.
Risk management and internal control
The board receives financial and operational reporting from management regularly and evaluates the operational and financial performance up against the assumptions in the projections underlying the initial investment decision and the investment criteria. The board makes a yearly evaluation of company risk, risk control and internal control including in relation to the financial reporting process.
Managing investment risk
The company's investment criteria contain limitations on investment risk, and each investment case must pass a rigorous due diligence before the management company makes an investment recommendation to the board. The investment process is designed to minimize the risk of an investment turning out to not meet the financial goals set for the investments.
Remuneration of the board of directors
The nomination committee recommends the directors’ fees to the general meeting, and takes account of their responsibility, qualifications, time spent and the complexity of the business. Directors’ fees are not profit-related or in any other way linked to the Company's performance. Nordic Financials ASA has not issued any options to its directors.
Remuneration of executive management
The note 6 statement on the remuneration for senior executives highlights the remuneration policies adopted by the company.
Information and communication
Nordic Financials ASA keeps shareholders and investors regularly informed about its commercial and financial status. The board is concerned to ensure that market participants receive the same information at the same time, and all financial and commercial information is accordingly made available on the Company’s website. Stock exchange announcements are distributed through www.newsweb.no. The annual financial statements for Nordic Financials ASA are made available on its website at least three weeks before the general meeting. The Company publishes an annual financial calendar which is available on the Oslo Stock Exchange website. The board gives emphasis to openness and equal treatment in relation to all players in the market and strives always to give as correct a picture as possible of the Company’s financial position. The board has established guidelines for handling of inside information, such as the Company's reporting of financial and other information. These guidelines also guidance for the Company's contact with shareholders other than through general meetings.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 15
Takeovers
Nordic Financials ASA’s articles of association contain no restrictions on or defence mechanisms against the acquisition of the Company’s shares, and the company has no internal guidelines that limits a takeover. In accordance with its general responsibility for the management of Nordic Financials ASA, the board will act in the best interests of all the Company’s shareholders in such an event. Unless special grounds exist, the board will not seek to prevent takeover offers for the Company’s business or shares. Should an offer be made for the shares of Nordic Financials ASA, the board will issue a statement, which recommends whether shareholders should accept it. If necessary, the board will also make available an independent third-party assessment of the takeover offer.
Auditor
The auditor is elected by the general meeting. The annual financial statements are audited by PricewaterhouseCoopers AS. The board receives and considers the auditor’s report after the financial statements for the relevant year have been audited. The auditor submits an annual plan for the conduct of audit work and attends board meetings when the consideration of accounting matters requires its presence. In at least one of these meetings, the auditor makes a presentation to the board without the executive management being present. The auditor presents a declaration of independence and objectivity. Relations with the auditor are regularly reviewed by the board to ensure that the auditor exercises an independent and satisfactory control function. The board presents the auditor’s fee to the general meeting for approval by the shareholder
Oslo, 29 April 2026
Nils Petter Skaset Chairman (electronically signed)
Jan Peter Harto Board member (electronically signed)
Kristine Malm Larneng Board member (electronically signed)
Halldor Christen Tjoflaat CEO (electronically signed)
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 16
Financial statements
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 17
Consolidated statement of comprehensive income for the year ended 31 December
The comparative figures for the years ended 31 December 2024 have been restated. For details of the nature and amounts of the restatement, see Note 15. The comparative figures for the years ended 31 December 2024 have been translated from EUR to NOK. The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
| (tNOK) | Note | 2025 | 2024* |
|---|---|---|---|
| Continuing operations | |||
| Net income/(-loss) from shares and bonds | 1,14,15 | 1 122 | -4 891 |
| Operating Income | 1 122 | -4 891 | |
| Personnel expenses | 4,6 | -1 336 | -5 785 |
| Other operating expenses | 4,5,6,7 | -8 931 | -4 778 |
| Depreciation and amortization | 0 | 0 | |
| Operating profit | -9 146 | -15 454 | |
| Finance income | 8 | 269 | 17 |
| Finance costs | 8,15 | -3 049 | -1 490 |
| Net foreign exchange gain/(losses) | 8 | 11 | 6 |
| Profit before income tax | -11 915 | -16 922 | |
| Income tax | 9 | 0 | 0 |
| Profit from continuing operations | -11 915 | -16 922 | |
| Loss from discontinued operation | 3 | 0 | -2 267 |
| Profit for the period | -11 915 | -19 189 | |
| Other comprehensive income | |||
| Items that may not be reclassified to profit and loss | |||
| Translation differences | 0 | -6 | |
| Total comprehensive income | -11 915 | -19 195 | |
| Total comprehensive income attributable to: | |||
| Equity holders of the parent company | -11 915 | -19 195 | |
| Basic and diluted earnings per share continuing operations | 10 | -0,01 | -0,71 |
| Basic and diluted total earnings per share | 10 | -0,01 | -0,81 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 18
Consolidated statement of financial positions as of 31 December
| (tNOK) | Note | 31.12.2025 | 31.12.2024 |
|---|---|---|---|
| ASSETS | |||
| Investment in shares | 13,14 | 6 725 | 1 093 |
| Investment in bonds | 13,14 | 5 943 | 0 |
| Non-current assets | 12 668 | 1 093 | |
| Other current assets | 13 | 475 | 3 743 |
| Cash and short term deposits | 13 | 16 595 | 656 |
| Current assets | 17 070 | 4 399 | |
| TOTAL ASSETS | 29 738 | 5 492 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 11 | 34 465 | 11 896 |
| Share premium | 11 | 45 184 | 38 838 |
| Paid in capital | 79 649 | 50 734 | |
| Other equity | -50 816 | -50 559 | |
| Foreign Currency translation reserve | 0 | 0 | |
| Other equity | -50 816 | -50 559 | |
| Total equity | 28 833 | 175 | |
| Total non-current liabilities | 0 | 0 | |
| Convertible loan | 11,13 | 0 | 1 000 |
| Trade payables and other payables | 13 | 905 | 4 317 |
| Total current liabilities | 905 | 5 317 | |
| Total liabilities | 905 | 5 317 | |
| TOTAL EQUITY AND LIABILITIES | 29 738 | 5 492 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 19
Oslo, 29 April 2026
Nils Petter Skaset Chairman (electronically signed)
Jan Peter Harto Board member (electronically signed)
Kristine Malm Larneng Board member (electronically signed)
Halldor Christen Tjoflaat CEO (electronically signed)
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 20
Consolidated statement of cash flow for the year ended 31 December
| (tNOK) | Note | 2025 | 2024 |
|---|---|---|---|
| Profit before taxes from continuing operations | -11 915 | -16 922 | |
| Profit/Loss before taxes from discontinued operations | 3 | 0 | -973 |
| Profit before tax | -11 915 | -17 895 | |
| Paid income taxes | 9 | 0 | -754 |
| Depreciation in discontinued operations | 3 | 0 | 14 274 |
| Changes in trade receivables and trade payable | -311 | -4 101 | |
| Changes in other accruals | -3 569 | -1 552 | |
| Loss on other receivables | 2 685 | 0 | |
| Adjusments for income from shares and bonds | 14 | -1 122 | 0 |
| Proceeds from sale of shares and bonds | 14 | 3 224 | 0 |
| Payments for purchase of shares and bonds | 14 | -13 703 | 0 |
| Interest income from bonds | 14 | 133 | 0 |
| Fair value adjustment financial assets | -21 | 4 891 | |
| Net finance without cash effect | 363 | 1 473 | |
| Other non-cash items | -41 | 22 172 | |
| Cash flow from operations | -24 275 | 18 508 | |
| Additions property, plant and equipment | 13 | 0 | -1 619 |
| Cash flow from investments | 0 | -1 619 | |
| Cash related to discontinued operations, on disposal as dividend | 3 | 0 | -17 198 |
| Proceeds from convertible loan issue | 11 | 1 000 | 1 000 |
| Proceeds from issue of share capital (net of rights issue costs) | 38 213 | 0 | |
| Interest payment | 13 | 0 | -5 866 |
| Repayment of lease liabilities | 13 | 0 | -5 569 |
| Proceeds from repayment of loans | 13,14 | 1 000 | -10 925 |
| Cash flow from financing | 40 213 | -38 558 | |
| Cash at beginning of period | 656 | 22 325 | |
| Net change in cash and cash equivalents | 15 | 939 | -21 669 |
| Cash at end of period | 1 595 | 656 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 21
Consolidated statement of changes in equity
| The capital reduction in 2023 was allocated to other equity. NOK 29,436,449 should have been allocated to share premium fund.(tNOK) | Share capital | Share premium fund | Other equity | Currency translation reserve | Total equity |
|---|---|---|---|---|---|
| Equity 31.12.24 | 11 896 | 38 838 | - | 50 559 | - 175 |
| Profit for the period | - | - | - | 11 915 | - 11 915 |
| Other comprehensive income | - | - | - | - | - |
| Capital reduction #1 | -11 658 | - | 11 658 | - | - |
| Capital increase - rights issue #1 | 10 000 | - | - | - | 10 000 |
| Capital increase - convertible loan | 2 360 | - | - | - | 2 360 |
| Capital increase - rights issue #2 | 20 000 | 10 000 | - | - | 30 000 |
| Capital increase - underwriting commission | 1 333 | 667 | - | - | 2 000 |
| Capital increase - underwriting commission cost | - | -2 000 | - | - | - 2 000 |
| Capital increase - rights issue #3 | 533 | 267 | - | - | 800 |
| Rights Issue Costs | - | -2 587 | - | - | - 2 587 |
| Equity 31.12.25 | 34 465 | 45 184 | - | 50 816 | - 28 833 |
| (tNOK) | Share capital | Share premium fund | Other equity | Currency translation reserve | Total equity |
|---|---|---|---|---|---|
| Equity 31.12.23 | 23 792 | 68 881 | -43 260 | - | 49 413 |
| Reclassification * | - | 29 436 | - | 29 436 | - |
| Equity 01.01.24 | 23 792 | 98 318 | -43 260 | - | 78 849 |
| Profit for the period | - | - | -19 189 | - | - 19 189 |
| Other comprehensive income | - | - | - | 6 | - 6 |
| Capital reduction | 11 896 | - | 11 896 | - | - |
| Dividend | - | 59 480 | - | - | - 59 480 |
| Equity 31.12.24 | 11 896 | 38 838 | -50 559 | - | 175 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 22
Notes
General information
Nordic Financials ASA is a public limited company incorporated and domiciled in Norway. The parent company was listed on Euronext Expand in 2011. The registered office of Nordic Financials ASA is Thunes Vei 2, NO-0274 Oslo, Norway. Nordic Financials is an investment company focusing on the Nordic markets. Nordic Financials ASA and its subsidiaries are referred to as the Group. The principal activities of the Group in 2025 included raising new capital through rights issues, fully repaying all outstanding debt, and, in collaboration with legal partners, refining the corporate structure. The consolidated financial statements were approved by the Board of Directors on 29 April 2026.
Note 1: Basis for preparation
The consolidated financial statements for the financial year 2025 have been prepared in accordance IFRS® Accounting Standards as adopted by the EU and the additional requirements of the Norwegian Accounting Act. All amounts are presented in thousand NOK if not otherwise stated.
1.1. Going concern
The consolidated financial statements have been prepared based on the going concern assumption. This is based on the group’s plans, budgets and level of activity going forward.
1.2. Segment reporting
For management purposes, the group is organised into one segment, the investment business. Since the company only has one segment it does not publish separate segment reporting.
1.3. Approved IFRSs and IFRICs with effect for the group
New standards and amendments to standards and interpretations effective for annual periods beginning on or after 1 January 2025 have not had a significant effect on the consolidated statements of the Group.
IFRS 18, "Presentation and Disclosure in Financial Statements," is a new standard replacing IAS 1 and introduces updated requirements for the structure, presentation, and disclosure in financial statements. The standard aims to enhance comparability and transparency, including new rules for operating profit and the classification of income and expenses. IFRS 18 is effective for annual periods beginning on or after 1 January 2027, with early adoption permitted. The Group is currently evaluating the impact of IFRS 18 on its financial statements and disclosures and it is not expected that the implementation will result in a material change.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 23
1.4. Use of estimates and assumptions
The preparation of financial statements in accordance with IFRS requires management to make estimates, judgments and assumptions that both affect the application of accounting principles and the reported amounts of assets, liabilities, revenues and costs. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Key areas for judgments, assumptions and estimates at the balance sheet date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed in the respective notes.
1.5. Significant accounting principles
The accounting principles have been consistently applied in all periods for all the group companies. Where required, the subsidiaries’ financial statements have been adjusted to ensure consistent accounting principles within the Group.
1.5.1. Foreign currency
1.5.1.1. Functional currency and presentation currency
The group’s functional and presentation currency is the Norwegian Krone (NOK). All amounts are presented in NOK thousands unless otherwise stated. Effective from the fiscal year 2025, the Group changed its presentation currency from euro (EUR) to Norwegian kroner (NOK) to reflect the relevance of NOK in its operations, financing activities, and investor base following the disposal of the solar business and management operations in Italy in 2024. The majority of the Group’s revenues, expenses, and funding are denominated in NOK. Management considers that using NOK as the presentation currency provides more relevant and comparable financial information to users of the financial statements.
In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, the change in presentation currency has been applied retrospectively. The comparative figures for the year ended 31 December 2024 has been translated from EUR to NOK using the following procedures:
* Assets and liabilities previously denominated in EUR have been translated into NOK at the relevant closing exchange rates;
* The results of subsidiaries with EUR as their functional currency have been translated into NOK at the relevant average exchange rates;
* Movements in other reserves have been translated into NOK at the relevant average exchange rates;
* Share capital, share premium and dividends are initially recognized in NOK;
* Translation differences arising from the adoption of NOK as the presentation currency, relating to discontinued operations denominated in EUR, are included as part of the loss from discontinued operations.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 24
The exchange rates used for this exercise are provided below:
| Period | Closing rate (EUR/NOK) | Average rate (EUR/NOK) |
|---|---|---|
| Year 2024 | 11,80 | 11,63 |
| Year 2023 | 11,42 | - |
Transactions in foreign currency are translated at the exchange rate on the transaction date. Monetary items are translated at the rate at the end of the reporting period. Non-monetary items measured at historical cost use the rate at the transaction date, while those measured at fair value use the rate at the date the fair value is determined. Changes in exchange rates are recognized in the statement of comprehensive income as they occur.
1.5.1.2. Consolidation
The Group comprises Nordic Financials ASA and its subsidiaries, Nordic Financials AS and Nordic Opportunities AS. The Group consolidates all subsidiaries at the Nordic Financial ASA level. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the group obtains control, and continue to be consolidated until the date when such control ceases. The acquisition method is applied when accounting for business combinations. A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction. All intra-group balances, transactions, unrealised gains and losses resulting from intragroup transactions and dividends are eliminated in full. The Group consists of the Nordic Financials ASA and the subsidiaries Nordic Financials AS and Nordic Opportunities AS.
1.5.2. Operating income
In May 2025, the Board of Directors approved a slight change in the company’s business strategy. This strategic shift reflects the company’s continued focus on investment activities as an integral part of its core operations. Accordingly, income related to investments, including interest income, dividends, and fair value changes, is now presented as part of operating activities rather than finance income, ensuring that the financial statements more accurately represent the company’s core business activities. Accordingly, from May 2025, investment income is presented within "Operating income" in the consolidated income statement and included in "Cash flows from operating activities" in the statement of cash flows. Comparative figures have been restated where applicable to reflect this change in presentation.
Revenue recognition principles for investment income:
* Interest income from bonds is recognized using the effective interest method.
* Dividend income is recognized when the right to receive payment is established, typically at the date of the general meeting resolution.
* Fair value changes on financial assets measured at fair value are recognized in profit or loss in the period in which they arise.
Net income from shares and bonds include:
* Interest income from bonds
* Net gain/(loss) from purchase and sale of shares
* Income from underwriting fees
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 25
- Fair value adjustments
1.6. Climate Risk
The Company’s main operation during the reporting period has been financial investments. The Company’s direct exposure to climate-related risks is therefore considered limited. However, the Company recognises that climate-related risks may indirectly affect the value and performance of its investment portfolio.Going forward, the Company will continue to monitor and assess climate-related risks as part of its investment activities and decision-making processes. The Company will exert influence primarily through its investment activities and engagement with investee companies. At the reporting date, no material impact from climate-related risks has been identified in the financial statements.
Note 2: Significant events during the period
Name
In January, the company changed its name back to Nordic Financials ASA and updated its investment focus. Stock Exchange ticker was changed to NOFIN.
Presentation currency
The presentation currency was changed from EUR to NOK.
Change in management
As of January 31, 2025, Mr. Svend Egil Larsen was appointed Chief Investment Director in Nordic Financials ASA. Mr. Halldor Chr. Tjoflaat was appointed new CEO with effect from June 1, 2025. The Annual General Meeting held in May, elected a new Chairman of the Board, Nils Petter Skaset, with effect from June 1, 2025.
Share issue
In April and July, the company successfully conducted two share issues with subscription rights and raised 40 m NOK in new capital.
Convertible loan
In April, the company converted 2m NOK in debt to equity through conversion of convertible loan.
Reverse split
As a consequence of Oslo Stock exchange Rules for trading below NOK 1 the company conducted a reversed split 175 to 1. Following the reversed split, Nordic Financials changed its ISIN.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 26
Note 3: Discontinued operations
Discontinued operations
For the comparative figures in 2024, the discontinued operations have been reported as a single amount in the statement of comprehensive income separately from continuing operations as “Loss from discontinued operations”. At the general meeting in May 2024, a strategic decision was made to distribute the existing solar assets as dividend. This move was taken to optimize capital allocation and enhance shareholder value while preparing the company for a new phase of growth as an investment company. The strategic changes to the group and reorganization of the operations were a response to falling profitability because of increase in both financial and regulatory cost. In September 2024 the company disposed of its entire solar park business, followed by disposal of its management business in December 2024. In the statement of comprehensive income, the discontinued operations is reported separately from continuing operations, “loss from discontinued operations”, and comprise the total of profit/loss for the period until loss of control of discontinued operations and the recognized loss on the disposal of the discontinued operations (fair value of discontinued operations less book value of net assets). See below for details of the discontinued operations.
3.1 Revenue recognition
From solar power plant operations, the group had two main sources of revenue:
3.1.1 Feed-in Tariff (FiT)
The Feed-in Tariff (FiT) is a fixed fee paid by Gestore dei Servizi Energetici (GSE), a governmental agency, for each kWh of electricity produced by the solar power plant over a 20-year contract. FiT typically accounts for 80–90% of plant revenues and is paid monthly based on estimated production, with an annual settlement against actual production. Nordic Financials recognises FiT revenue when electricity is produced.
3.1.2 Sales of electricity
The actual wholesale price is paid for each kWh delivered to the grid. Revenue is recognised upon delivery, when risks and rewards are transferred.
3.2 Dividend payment and disposal of the solar park business
On 29 August 2024 the board of Nordic Financials ASA decided to distribute the solar park portfolio as dividend to its shareholders. Nordic Financials ASA distributed a total of 23 791 983 shares in Aega AS to the shareholders, with a dividend of NOK 2.50 per share. Total dividend payment of NOK 59 479 958 was paid out on 27 September 2024, which is considered to be the point of loss of control. The distribution is regarded as repayment of paid in capital by the shareholders of Nordic Financials ASA. The debt in Nordic Financials ASA, has in consultation with the lenders, been moved to Aega AS. Nordic Financials ASA is debt-free after the dividend payment. Consequently, Nordic Financials ASA will not own any solar parks after the dividend payment.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 27
The financial performance and cash flow information related to the disposal of the discontinued solar park business in 2024 and for the year ended 2023 is disclosed below and in note 12 and 15:
3.2.1 Financial information discontinued solar park business
| (EUR) | Note | 2024 | 2023 |
|---|---|---|---|
| Feed-In Tariff revenue | 2 039 831 | 2 416 439 | |
| Sales of electricity | 775 856 | 967 505 | |
| Revenues | 2 815 687 | 3 383 944 | |
| Cost of operations | -360 644 | -592 825 | |
| Other operating expenses | -20 121 | -24 515 | |
| EBITDA | 2 434 922 | 2 766 604 | |
| Depreciation and amortization | -1 215 529 | -1 727 303 | |
| Operating profit | 1 219 393 | 1 039 302 | |
| Net finance | -359 217 | -770 866 | |
| Profit before income tax | 860 176 | 268 436 | |
| Income tax | -132 305 | -215 841 | |
| Profit for the period | 727 871 | 52 594 | |
| Earnings per share | 0,03 | 0,00 | |
| Avg. no of shares | 23 791 983 | 47 583 966 |
3.2.2 Cash Flow discontinued solar park business
| 2024 (EUR) | |
|---|---|
| Net cash flow from operating activities | 1 581 304 |
| Net cash flow from investing activities | -139 305 |
| Net cash flow from financing activities | -1 665 677 |
| Net cash outflow/inflow | -223 678 |
| Cash at beginning of period | 1 692 546 |
| Cash at time of disposal | 1 468 868 |
3.3 Disposal of management business
On 2 December 2024 Nordic Financials ASA sold all shares in Aega Management AS to Aega AS and thereby disposed of its management business, which had the operational responsibility and management agreements with the solar parks. The financial performance and cash flow information related to the disposal of the management business in 2024 and for the year ended 2023 is disclosed below:
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 28
3.3.1 Financial information discontinued management business
| (EUR) | Note | 2024 | 2023 |
|---|---|---|---|
| Other revenue | 108 385 | 0 | |
| Revenues | 108 385 | 0 | |
| Cost of operations | -57 202 | -58 760 | |
| Personnel expenses | -192 023 | -170 033 | |
| Other operating expenses | -102 833 | -168 488 | |
| EBITDA | -243 673 | -397 281 | |
| Depreciation and amortization | -12 356 | -12 936 | |
| Operating profit | -256 029 | -410 217 | |
| Net finance | 91 | 24 114 | |
| Profit for the period | -255 938 | -386 103 | |
| Earnings per share | -0,01 | -0,01 | |
| Avg. no of shares | 23 791 983 | 47 583 966 |
3.3.2 Cash Flow discontinued management business
| 2024 (EUR) | |
|---|---|
| Net cash flow from operating activities | -12 801 |
| Net cash flow from investing activities | 0 |
| Net cash flow from financing activities | 0 |
| Net cash outflow/inflow | -12 801 |
| Cash at beginning of period | 23 337 |
| Cash at time of disposal | 10 536 |
3.4 Financial information discontinued operations total:
| (EUR) | Note | 2024 | 2023 |
|---|---|---|---|
| Feed-In Tariff revenue | 2 039 831 | 2 416 439 | |
| Sales of electricity | 775 856 | 967 505 | |
| Other revenue | 108 385 | 0 | |
| Revenues | 2 924 072 | 3 383 944 | |
| Cost of operations | -417 846 | -651 585 | |
| Personnel expenses | -192 023 | -170 033 | |
| Other operating expenses | -122 954 | -193 003 | |
| EBITDA | 2 191 249 | 2 369 323 | |
| Depreciation and amortization | -1 227 885 | -1 740 238 | |
| Operating profit | 963 364 | 629 085 | |
| Net finance | -359 126 | -746 752 | |
| Profit before income tax | 604 238 | -117 667 | |
| Income tax | -132 305 | -215 841 | |
| Profit for the period | 471 933 | -333 509 | |
| Earnings per share discontinued operations | 0,02 | -0,01 | |
| Avg. no of shares | 23 791 983 | 47 583 966 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 29
3.4.1 Cash Flow discontinued operations total:
| 2024 (EUR) | |
|---|---|
| Net cash flow from operating activities | 1 568 503 |
| Net cash flow from investing activities | -139 305 |
| Net cash flow from financing activities | -1 665 677 |
| Net cash outflow/inflow | -236 479 |
| Cash at beginning of period | 1 715 882 |
| Cash at time of disposal | 1 479 403 |
3.5 Loss from discontinued operations:
The business that was distributed had a fair value of EUR 5,055,971 at the time of distribution, which forms the basis for calculating the loss of EUR 687,958 for the Group:
Loss before tax from discontinued operations comprise of:
| (EUR) | |
|---|---|
| Fair Value at the time of distribution | 5 055 971 |
| Distributed amount of net assets sold | 5 743 929 |
| Loss from sale of shares | 687 958 |
| (EUR) | |
|---|---|
| Profit before income tax from discontinued operations | 604 238 |
| Loss from disposal of discontinued operations | -687 958 |
| Loss from discontinued operation | -83 720 |
Loss from discontinued operations in the consolidated statement of comprehensive income comprise of:
| (EUR) | |
|---|---|
| Profit for the period from discontinued operations | 471 933 |
| Loss from disposal of discontinued operations | -687 958 |
| Loss from discontinued operation | -216 025 |
Note 4: Personnel expenses and remuneration
During the year, the Group had one full-time employee from 1 January 2025 to 31 May 2025. The average number of full-time equivalent (FTE) employees for the year was 0.42. Up until 31 May 2025, the Company had a defined contribution pension scheme that complies with the Norwegian occupational pension legislation (called “OTP”). The retirement age for all employees, including the management, is 70 years. The Group is obliged to have an
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 30
occupational pension scheme pursuant to the Act on Occupational Pensions. The Group's pension plans meet the requirements of this Act. No loans or guarantees have been provided to management, the board or shareholders.
| (tNOK) | 2025 | 2024 |
|---|---|---|
| Salaries | 455 | 4 226 |
| Social security tax | 143 | 770 |
| Pension expense | 29 | 81 |
| Other personnel expenses | 1 | - |
| Renumeration to the Board of Directors and nomination committee | 708 | 708 |
| Total payroll and related expenses: | 1 336 | 5 785 |
In addition, NOK 191,554 was paid to the auditor for services related to capital increases. This amount has been recognised directly in equity and is not included in the total auditor’s remuneration above.
| (tNOK) | 2025 | 2024 |
|---|---|---|
| Statutory audit | 849 | 861 |
| Other assurance services | 62 | 29 |
| Total renumerations to auditors | 912 | 890 |
Note 6: Remuneration to management and Board of Directors
Remuneration to management: All numbers in tNOK
*Mr. Tjoflaat is hired as CEO through his company Hardanger Consulting AS. See note 7 for information regarding the fee. According to the terms of the employment agreement, Skaset was employed with the company until the end of February 2025 and was entitled to severance pay for 12 months, until end of February 2026. Further Mr. Skaset remained in the CEO position by agreement until the end of May 2025.
| Name | Position | Periode served to/from | Salary 2025 | Salary 2024 | Other expensed benefits and bonus 2025 | Other expensed benefits and bonus 2024 |
|---|---|---|---|---|---|---|
| Halldor Christen Tjoflaat | CEO | From 1 June 2025 | - | - | 700* | - |
| Nils Petter Skaset | CEO | From February 2020 to 31 May 2025 | 1 208 | 2 122 | 29 | 77 |
Remuneration to the Board of Directors:
*In addition to his role as Chairman of Nordic Financials ASA, Mr. Tjoflaat was engaged through his controlled company, Hardanger Consulting AS, to oversee and support the execution of the two share issues completed in 2025. During the first half of 2025, the company was also involved in regulatory dialogue requiring resources beyond the capacity of executive management. Mr. Tjoflaat provided assistance in connection with this work. Amounts are stated excluding VAT.
| Name | Position | Periode served to/from | Board remuneration 2025 | Board remuneration 2024 | Other expensed benefits and bonus 2025 | Other expensed benefits and bonus 2024 |
|---|---|---|---|---|---|---|
| Halldor Christen Tjoflaat* | Chairman | From 28 December 2017 to 31 May 2025 | 125 | 300 | 1 049 | 888 |
| Nils Petter Skaset | Chairman | From 1 June 2025 | 175 | - | - | - |
| Jan Peter Harto | Member | From June 2020 | 180 | 180 | - | - |
| Kristine Malm Larneng | Member | From 28 December 2017 | 180 | 180 | - | - |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 31
Shares held by the board of directors and management as of 31.12.2025:
Statement on the remuneration for senior executives:
The Statement on senior executives’ remuneration has been prepared in accordance with the Norwegian Public Limited Companies Act, the Norwegian Accounting Act and the Norwegian Code of Practice and is adopted by the board of directors. For the purposes of this statement, company employees referred to as senior executives are: Nils Petter Skaset (CEO until 31 May 2025). The following guidelines are applied for 2025.
General principles for the remuneration of senior executives
The remuneration of the CEO is determined by the board of directors, whereas remuneration of other senior executives is determined administratively on the basis of a framework specified by the board of directors. The remuneration level shall reflect the complexity and responsibilities of each role and shall take into account the company’s international operations. Being headquartered in Norway, the board of directors will primarily look to other Norwegian companies operating in an international environment for comparison. Remuneration of the senior executives shall be at a competitive level in the relevant labor market(s). It should be a tool for the board of directors to attract and retain the required leadership and motivational for the individual executive. The total remuneration package shall therefore consist of fixed remuneration (basic salary and benefits in kind) and variable, performance-based remuneration (short- and long-term incentives). The remuneration system should be flexible and understandable. Market comparisons will be conducted on a regular basis to ensure that remuneration levels are competitive. From 1 June, the CEO is hired through the company Hardanger Consulting AS.
Fixed salary
The main element of the remuneration package shall be the annual base salary. This is normally evaluated once a year according to individual performance, market competitiveness and local labor market trends.
Benefits in kind
The senior executives receive benefits in kind that are common for comparable positions. These include telecommunication.
| Name | Role | Ownership with control |
|---|---|---|
| N | - | Through Rybo Nor AS, controls 400 shares (0.00203 percent) Through Rybo or AS, controls 100 shares (0.00042 percent) |
| Halldor Christen Tjoflaat | CEO | Through Hardanger Consulting AS, controls 228 572 shares (1.16061 percent) |
| Svend Egil Larsen | CIO | Through Selaco AS, controls 2 500 000 shares (12.69419 percent) |
| Nils Petter Skaset | Chairman | Through Brezza AS, controls 131 829 shares (0.66938 percent) |
| Jan Peter Harto | Board member | Controls 210 286 shares (1.067762 percent) Through Jan P Harto AS, controls 522 shares (0.00219 percent) |
| Kristine Larneng | Board member | Controls no shares |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 32
Pension scheme
A pension contribution “innskuddspensjon” is provided by the Company.
Severance package scheme
The CEO has right to up to 12 months’ severance payment given certain circumstances if CEO is removed from the position.
Note 7: Related party transactions
Related party transactions are transfers of resources, services or obligations between the reporting entity and a related party, regardless of whether a price is charged. Nordic Financials ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the CEO Mr. Tjoflaat. The agreement is a back-to-back sublease agreement with a potential 2 % margin to cover cost of the renting company.
Mr. Halldor Chr. Tjoflaat is engaged as Chief Executive Officer (CEO) through his wholly owned company, Hardanger Consulting AS. From 1 June 2025, his monthly remuneration is NOK 100,000. In accordance with the resolution adopted at the Annual General Meeting, the remuneration was reinvested in shares. In September 2025, Mr. Tjoflaat, through Hardanger Consulting AS, exercised 26,666,666 subscription rights at an exercise price of NOK 0.015 per share, corresponding to a total subscription amount of NOK 400,000 for new shares. Prior to his appointment as CEO, Mr. Tjoflaat was also contracted through Hardanger Consulting AS.
Mr. Svend Egil Larsen, Chief Investment Officer (CIO), is engaged through his wholly owned company, Mutual Fun AS. From 1 June 2025, his monthly remuneration is NOK 100,000. In accordance with the resolution adopted at the Annual General Meeting, the remuneration was reinvested in shares. In September 2025, Mr. Larsen, through Selaco AS, exercised 26,666,666 subscription rights at an exercise price of NOK 0.015 per share, corresponding to a total subscription amount of NOK 400,000 for new shares.
In total, 53,333,332 new shares were subscribed for by Mr. Tjoflaat and Mr. Larsen, through their respective companies, corresponding to gross proceeds of NOK 800,000. As of 31 December 2025, Mr. Tjoflaat, Mr. Larsen and related parties control 3,071,087 shares, representing 15.6 % of the outstanding shares.
Note 8: Financial income and expense
Financial income consists primarily of interest income on other financial instruments and gains related to the disposal of financial investments (excluding shares and bonds), and loss on other financial receivables. Losses on other financial receivables are recognized when it is highly probable that the receivable will not be settled in full or in part. For further information regarding loss on other financial receivables, see Note 14. Interest income is recognized by applying the effective interest rate method. Financial expenses include interest expense on financial instruments and changes in the fair market values of financial assets at fair value through profit and loss. Currency gains and losses are reported on a net basis. Net income from shares and bonds is presented as operating income, not as finance income or expense, in line with the Group’s principal activity as an investment business.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 33
*fair value adjustments are not included in finance cost.
Note 9: Tax
Income tax expense consists of current tax and changes to deferred tax. Current tax comprises the expected tax payable on the taxable income for the year. Current tax is measured using tax rates enacted or substantively enacted at the reporting date. Deferred tax liability/tax asset is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences related to investments in subsidiaries where the group controls when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future is not recognized. Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes in subsequent periods to utilise the deferred tax asset. The company recognise previously unrecognised deferred tax assets to the extent it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it as probable that it can utilise the deferred tax asset. Deferred tax liability and deferred tax asset are measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax liability and deferred tax asset are recognised at their nominal value and classified as non-current asset and liability in the balance sheet. Deferred tax asset and deferred tax liabilities in the Norwegian entities are offset only if certain criteria are met.In the Italian entities deferred tax asset, deferred tax liabilities and VAT are continuously offset, according to Italian tax legislation. Tax payable and deferred tax are recognised directly in equity to the extent that they relate to equity transactions.
| (tNOK) | 2025 | 2024 |
|---|---|---|
| Interest income | 269 | 17 |
| Total finance income | 269 | 17 |
| Interest expense | -363 | -1 490 |
| Loss on other receivables | -2 685 | 0 |
| Total finance costs | -3 049 | -1 490 |
| Net foreign exchange gain/losses | 11 | 6 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 34
Deferred tax assets are due to tax loss carry forward. The Norwegian operations have tax loss carry forward that are not recognized in the balance sheet, which, under the current regulations in Norway, can be carried forward indefinitely. It is uncertain if the group will be able to utilise the tax loss since investment gains in Norway stemming from equity instruments are not taxable.
Note 10: Earning per share
Basic and diluted earnings per share is calculated by dividing the majority shareholders’ share of the profit/loss for the period by the weighted average number of ordinary shares outstanding over the course of the period.
Amounts recognised in statement of profit and loss:
| 2025 | 2024 | |
|---|---|---|
| Non deductible expenses | ||
| Reconciliation between the expected tax expense and the actual tax expense | ||
| Profit before tax | -11 915 | -16 922 |
| Calculated tax (22%) | 2 621 | 3 723 |
| Tax effect on loss sale of shares - not deductable | -29 | 1 045 |
| Deferred tax asset not recognised | -2 592 | -4 768 |
| Difference in tax rate between countries | 0 | 0 |
| Actual tax expense | 0 | 0 |
| Effective tax rate | 0 % | 0 % |
| Income tax expense | 2025 | 2024 |
|---|---|---|
| Income tax payable | 0 | 0 |
| Income tax set of by deferred tax | 0 | 0 |
| Income tax expense | 0 | 0 |
| Tax payable | 2025 | 2024 |
|---|---|---|
| Income tax payable | 0 | 0 |
| Tax payable | 0 | 0 |
| Tax assets recognized | 2025 | 2024 |
|---|---|---|
| Deferred tax asset | 0 | 0 |
| Total tax assets | 0 | 0 |
| Tax asset not recognised in the balance sheet | 26 426 | 28 113 |
| 2025 | 2024 | |
|---|---|---|
| Avreage number of ordinary shares | 1 236 404 965 | 23 791 983 |
| Profit of the year NOK continuing operations | -11 914 650 | -16 921 676 |
| Profit of the year NOK | -11 914 650 | -19 188 748 |
| Earnings per share continuing operations | -0,01 | -0,71 |
| Earnings per share discontinuing operations | 0,00 | -0,10 |
| Total earnings per share | -0,01 | -0,81 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 35
Note 11: Share capital and shareholder information
Ordinary shares are classified as equity. Financial instruments are classified as equity in accordance with the underlying economic realities. Amounts distributed to holders of financial instruments that are categorized as equity, will be recorded directly in equity. Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses. Dividend distributions to the shareholders of the Company are classified as liability from the date on which the dividend is adopted by the general meeting.
General
At the extraordinary general meeting on 23 December 2024, it was decided to issue a convertible loan of NOK 2 million. As of the end of 31 March 2025 NOK 2 million had been received by the company, whereof NOK 1 million was received in 2024 and NOK 1 million in Q1 2025.
At the extra ordinary general meeting held on 23 December 2024 it was decided to reduce the share capital by reducing the par value of each share from NOK 0.5 to NOK 0.01, to NOK 237,919.83. The share capital reduction was registered in April 2025.
In April 2025, the company conducted a successful rights issue 1/2025 and converted the convertible loan secured in December 2024. The rights issue increased the capital with NOK 10,000,000 and the conversion of the debt with an additional NOK 2,360,000. After these two actions the new capital is NOK 12,597,919.83.
In July 2025, the company completed rights issue number 2/2025. The rights issue increased the share capital with NOK 21,333,333.31, whereof a private placement to settle the underwriting commission through the issuance of 133,333,331 new shares. The related costs were charged against the share premium reserve. As of 8 July 2025, the new share capital is NOK 33,931,253.14.
In September 2025, Svend Egil Larsen (CIO) and Halldor Chr. Tjoflaaat (CEO) have, through their wholly owned companies, exercised 26,666,666 subscription rights each at an exercise price of NOK 0.015 per share. Each of them has thereby subscribed for new shares for NOK 400,000. In total, 53,333,332 new shares have been subscribed, corresponding to gross proceeds of NOK 800,000. As of 19 September 2025, the new share capital is 34,464,586.46.
On 13 October 2025, the Company held an extraordinary general meeting at which it was resolved, among other things, to carry out a reverse share split at a ratio of 175:1. In connection with this, key information was published, and the share capital was increased by NOK 1.04 to facilitate the reverse share split. As of 15 October 2025, the Company's share capital amounts to NOK 34,464,587.50, divided into 19,694,050 shares, each with a nominal value of NOK 1.75. The reverse split has no effect on the company’s total equity or the proportional ownership of the shareholders.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 36
As of 31 December 2025, Nordic Financials ASA had a share capital of NOK 34,464,587.50 comprising of 19 694 050 hares with a par value of NOK 1.75. Nordic Financials ASA has only one share class. All shares have equal voting rights and rights to dividends from the Company. All shares are fully paid. Transaction costs related to equity issuances are accounted for as a deduction from equity (share premium), net of any related tax effects. Share premium forms part of contributed equity and is presented separately from share capital in the statement of financial position.
Convertible loan
At the extraordinary general meeting on 23 December 2024, it was decided to issue a convertible loan of NOK 2 million. The lenders can convert their respective share of the convertible loan's principal into shares at a subscription price of NOK 0.01. The loan is intended to secure short-term liquidity to cover costs in the period leading up to completion of the rights issue. The convertible loan has an interest rate of 18%. Selaco AS, the company's largest shareholder, contributes NOK 1,000,000 to the convertible loan. In addition, the following primary insiders and related parties support the financing and contribute to the convertible loan: Rybo Nor AS, close to the chairman of the board, Halldor Christen Tjoflaat, participates with NOK 400,000 in the convertible loan. Mamalao AS, close to the chairman of the board, Halldor Christen Tjoflaat, participated with NOK 200,000 in the convertible loan. Jan Peter Harto, board member, participates with NOK 100,000 in the convertible loan. NOK 1,000,000 of the convertible loan was received in December 2024 and NOK 1,000,000 was received on 3 January 2025. In April 2025, the company converted the convertible loan.
Warrants
The Company has no outstanding warrants as of 31 December 2025.
Own shares
Nordic Financials ASA holds no own shares as of 31 December 2025.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 37
20 Largest Shareholders 31.12.2025
Note 12: Interests in other entities
The Group’s subsidiaries on 31 December 2025 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
| Name of entity | Owner | Place of business | Ownership 31.12.2024 | Voting power 31.12.2024 |
|---|---|---|---|---|
| Nordic Financials AS | Nordic Financials ASA | Norway, Oslo | 100 % | 100 % |
| Nordic Opportunities AS | Nordic Financials ASA | Norway, Oslo | 100 % | 100 % |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 38
Note 13: Financial instruments
Classification
Financial instruments are classified into the following categories:
* Fair value with changes in value through profit or loss
* Financial (assets and) liabilities measured at amortised costs
The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition. On 31 December 2025 and 2024, the group has financial instruments in the following categories:
* Receivables
* Financial assets and liabilities measured at amortised costs
* Fair value with changes in value through profit or loss
Reclassification
The Group may choose to reclassify its financial instruments if this meets the reclassification criteria. Reclassifications are made at fair value as of the reclassification date.
Recognition and derecognition
The Group initially recognize loans and receivables and debt securities on the date when they are originated. All other financial assets and liabilities are initially recognized on the trade date when the entity become a party to the contractual provisions of the instrument. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership and does not retain control over the transferred asset. The group holds derivative financial instruments to hedge its interest rate risk exposure. Derivatives are initially measured at fair value; any directly attributable transaction costs are recognized in profit and loss as incurred.Measurement Interest income and interest expense for all financial instruments are measured at amortised cost, interest income or expense is recorded using the effective interest rate (EIR), which is the rate which exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the statement of comprehensive income. The Group has the following financial instruments: CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––– Nordic Financials ASA Annual Report 2025 39 Financial Liabilities Other Current Assets The receivable from Aega AS has been written down to zero following a specific assessment of the counterparty’s financial position and payment ability. The receivable is unsecured, and Aega AS is in financial distress on its other loan obligations, which have priority over our claim. Management considers it reasonable to write down the receivable to zero due to uncertainty regarding recoverability. Financial Assets
| 2025 (tNOK) | Financial asset at FVPL | Asset at amortized cost | Total |
|---|---|---|---|
| Share investments | 6 725 | 0 | 6 725 |
| Bonds | 5 943 | 0 | 5 943 |
| Other current assets | 0 | 475 | 475 |
| Cash | 0 | 16 595 | 16 595 |
| 12 668 | 17 070 | 29 738 |
| 2024 (tNOK) | Financial asset at FVPL | Asset at amortized cost | Total |
|---|---|---|---|
| Share investments | 1 093 | 0 | 1 093 |
| Other current assets | 0 | 3 743 | 3 743 |
| Cash | 0 | 656 | 656 |
| 1 093 | 4 399 | 5 492 |
| 2025 (tNOK) | Liabilities at FVPL | Convertible loan at amortised cost | Total |
|---|---|---|---|
| Trade payables | 0 | 397 | 397 |
| 0 | 397 | 397 |
| 2024 (tNOK) | Liabilities at FVPL | Derivatives at amortised cost | Total |
|---|---|---|---|
| Trade payables | 0 | 710 | 710 |
| Convertible loan | 1 000 | 0 | 1 000 |
| 1 000 | 710 | 1 710 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––– Nordic Financials ASA Annual Report 2025 40 *in the yearly report of 2024, the receivable to Aega AS and the converted loan was not included. Trade and other receivables The Group had no trade receivables as of the reporting date. Liquidity risk Liquidity risk is considered to be low. During the year, the Company has strengthened its liquidity position through several share issues. The Company has sufficient cash and cash equivalents to meet its current and foreseeable payment obligations. Reconciliation of cash flows from financing activities:
| 2025 (tNOK) | Lease liabilities | Other loans | Total |
|---|---|---|---|
| Carrying amount 31.12.2024 | - | 4 685 | 4 685 |
| Cash flows | |||
| Proceeds from convertible loan | - | 1 000 | 1 000 |
| Proceeds from repayment of loans | - | -1 000 | -1 000 |
| Proceeds from issue of share capital (net of rights issue cost) | - | 38 213 | 38 213 |
| Other changes | |||
| Converted convertible loan | - | -2 000 | -2 000 |
| Loss on receivables | - | -2 685 | -2 685 |
| Carrying amount 31.12.2025 | - | 38 213 | 38 213 |
| Non-current | - | 38 213 | 38 213 |
| Current | - | - | - |
| 2024 (tNOK) | Lease liabilities | Other loans | Total |
|---|---|---|---|
| Carrying amount 31.12.2023 | 58 773 | 91 476 | 150 248 |
| Cash flows | |||
| Proceeds from new loans | - | - | - |
| Repayment of principal other loans | - | -10 925 | -10 925 |
| Repayment of principal portion of lease liability | -5 569 | - | -5 569 |
| Interest paid | -2 192 | -5 866 | -8 058 |
| Other changes | |||
| Loss from discontinued operation | 12 142 | - | 12 142 |
| Interest expenses | 2 192 | - | 2 192 |
| Additions lease | - | - | - |
| Loan netted against receivables Aega AS* | - | -25 840 | -25 840 |
| Disposal of discontinued operations | -65 346 | -45 160 | -110 505 |
| Effect of currency translation | - | - | - |
| Proceeds from convertible loan* | - | 1 000 | 1 000 |
| Carrying amount 31.12.2024 | 0 | 4 685 | 4 686 |
| Non-current | 0 | 0 | 0 |
| Current* | 0 | 4 685 | 4 685 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––– Nordic Financials ASA Annual Report 2025 41 Management monitors rolling forecasts of the Group’s liquidity reserve (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. Credit risk The Company is exposed to credit risk through cash and cash equivalents, and receivables. The Company’s banks are large Norwegian financial institutions. The risk of loss on cash and receivables is considered low. Cash Interest rate risk The Company is debt fee and interest rate risk is therefore considered low. It will at most be a risk that could materialize indirectly as a change in interest rates that may affect the Company. Trade payable and other payables Trade and other payables represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. Trade and other payables are classified as current liabilities unless payment is not due within 12 months after the reporting date. The carrying amount of trade payables is approximately equal to fair value, as they are agreed at “normal” conditions and normally have a short period to maturity. The main trade payable is outstanding salaries. Market risk Currency risk All operating revenue, all bank financing and most operating expenses are denominated in NOK. The Company is located in Norway and any investments done in markets or assets denominated in other currencies will expose the Company to currency risk. After the disposal of the solar business and the management operations in Italy in 2024, the Group has minimal operating revenue or operating expenses with foreign exchange exposure. Cash includes only cash at bank.
| (tNOK) | 2025 | 2024 |
|---|---|---|
| Cash Norway | 16 595 | 656 |
| Total cash | 16 595 | 656 |
| (tNOK) | 2025 | 2024 |
|---|---|---|
| Trade and other payables | 905 | 4 317 |
| Trade and other payables | 905 | 4 317 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 42 ## Note 14: Financial investments
Nordic Financials AS bought a minority stake in Norsk Renewables AS (formerly Norsk Solar AS) in November 2020. The company was delisted from Euronext Growth in February 2025. Nordic Financials AS holds 3,989,170 shares in Norsk Renewables AS as of 31.12.2025. The asset is measured at fair value through profit and loss. As of 31.12.2025 the book value of the shares is tNOK 1,093.
Nordic Financials AS holds 30,000 shares in Byggma (BMA) as of 31.12.2025. The asset is measured at fair value through profit and loss. As of 31.12.2025 the book value of the shares is tNOK 441.
As of 31.12.2025, Nordic Financials AS holds 6,2 million units of the Snowball Software Group bonds. The assets are measured at fair value through profit and loss. As of 31.12.2025 accrued interest income from the bonds amounts to 133 tNOK, and the book value of the bonds are tNOK 5,943.
In November, Nordic Financials AS participated in a share issue in Gold Road Inc. The company owns a fully operating gold mine in Arizona and benefits from a strong Norwegian investor base, including a Norwegian Chairman. This is a strategic, long-term investment, and the Group’s current ownership of approximately 3 % places Nordic Financials among the ten largest shareholders in Gold Road Inc. The investment is measured at cost and as of 31.12.2025 the book value of the shares is tNOk 5,063.
During the financial year, the company has purchased listed Bonds, purchased and sold listed shares, and invested in non-listed shares. The following table summarizes the movements: The company recognizes gains and losses on the sale of shares in the income statement as “operating income”.
| Shares (tNOK) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Balance as of 1 January | 1 093 | 5 984 |
| Additions | 7 851 | 0 |
| Sales | -2 255 | 0 |
| Changes in fair value | 36 | -4 891 |
| Balance at end of period | 6 725 | 1 093 |
| Bonds (tNOK) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Balance as of 1 January | 0 | 0 |
| Additions | 5 959 | 0 |
| Sales | 0 | 0 |
| Changes in fair value | -15 | 0 |
| Balance at end of period | 5 943 | 0 |
| Net income/(-loss) from shares and bonds (tNOK) | 31.12.2025 | 31.12.2024 |
|---|---|---|
| Interest income from bonds | 133 | 0 |
| Net gain/(loss) from shares | -24 | 0 |
| Changes in fair value | 20 | -4 891 |
| Income from underwriting fee | 992 | 0 |
| Net income/(-loss) from shares and bonds | 1 122 | -4 891 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 43 ## Note 15: Restatement of 2024 Income Statement
The income statement for 2024 has been restated to reflect a reclassification of gains and losses from the fair value adjustments of shares. Previously, these items were presented as financial expenses. To better reflect the operational performance of the company, value adjustments of shares are now presented as part of operating profit. The table below reconciles the previously reported 2024 income statement with the restated figures, showing the impact of the reclassification.
| (tNOK) | 2025 | 2024 | 2024* |
|---|---|---|---|
| Continuing operations | |||
| Net income/(-loss) from shares and bonds | 1 122 | 0 | -4 891 |
| Operating Income | 1 122 | 0 | -4 891 |
| Personnel expenses | -1 336 | -5 785 | -5 785 |
| Other operating expenses | -8 931 | -4 778 | -4 778 |
| Depreciation and amortization | 0 | 0 | 0 |
| Operating profit | -9 146 | -10 563 | -15 454 |
| Finance income | 269 | 17 | 17 |
| Finance costs | -3 049 | -6 381 | -1 490 |
| Net foreign exchange gain/(losses) | 11 | 6 | 6 |
| Profit before income tax | -11 915 | -16 922 | -16 922 |
| Income tax | 0 | 0 | 0 |
| Profit from continuing operations | -11 915 | -16 922 | -16 922 |
| Loss from discontinued operation | 0 | -2 267 | -2 267 |
| Profit for the period | -11 915 | -19 189 | -19 189 |
| Other comprehensive income | |||
| Items that may not be reclassified to profit and loss | |||
| Translation differences | 0 | -6 | -6 |
| Total comprehensive income | -11 915 | -19 195 | -19 195 |
| Total comprehensive income attributable to: | |||
| Equity holders of the parent company | -11 915 | -19 195 | -19 195 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 44 ## Note 16: Subsequent events
Divestment of the Two Snowball Software Group bonds. As both bonds were purchased at, what we considered a mispricing in 2025, the bonds were sold in February 2026, when they had reached what we believe is market price. The profit from the sale was tNOK 197.
Investment through Nordic Opportunities AS Purchased the first shares in what we believe to be an opportunity where we can exercise some active ownership. Undisclosed sector for now.Nordic Financials AS allocated 450,000 Shares in Heder Bank ASA In April 2026, Nordic Financials AS was allocated 450,000 shares and 450,000 warrants in Heder Bank ASA through a NOK 220 million private placement. The warrants expire 12 months from grant.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 45 Parent company financials
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––– Nordic Financials ASA Annual Report 2025 46 Parent company statement of comprehensive income for the year ended 31 December (tNOK)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Operating income | 0 | 0 | |
| Personnel expenses | 3,5 | -1 336 | -5 785 |
| Net loss from shares and bonds | -27 | 0 | |
| Other operating expenses | 4,5,6 | -8 927 | -4 775 |
| Reversal of loss on receivables to group companies | 13 | 12 237 | -12 237 |
| Operating expenses | 1 947 | -22 796 | |
| Operating profit | 1 947 | -22 796 | |
| Finance income | 7 | 179 | 17 |
| Loss from sale of shares in subsidiaries | 2 | 0 | -4 450 |
| Finance costs | 7 | -363 | -1 490 |
| Impairment of shares in subsidiaries | 7 | -10 305 | -300 |
| Loss on other receivables | 7,12 | -2 685 | 0 |
| Net foreign exchange gain/(losses) | 7 | 11 | 6 |
| Profit before income tax | -11 217 | -29 015 | |
| Income tax | 8 | 0 | 0 |
| Profit for the period | -11 217 | -29 015 | |
| Other comprehensive income | |||
| Items that may be reclassified to profit and loss | |||
| Other comprehensive income | 0 | 0 | |
| Total comprehensive income | -11 217 | -29 015 | |
| Profit for the period attributable to: | |||
| Equity holders of the parent company | -11 217 | -29 015 |
1 Jaunuary through 31 December
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 47 Parent company statement of financial position as of 31 December (tNOK)
| Note | 2025 | 2024 | |
|---|---|---|---|
| ASSETS | |||
| Shares in subsidiaries | 10 | 12 795 | 0 |
| Non-current assets | 12 795 | 0 | |
| Group receivables | 11,13 | 10 952 | 1 197 |
| Other current assets | 11,12 | 321 | 3 743 |
| Cash and short term deposits | 11 | 6 352 | 656 |
| Current assets | 17 624 | 5 595 | |
| TOTAL ASSETS | 30 419 | 5 595 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 9 | 34 465 | 11 896 |
| Share premium | 9 | 45 184 | 38 838 |
| Paid in capital | 79 649 | 50 734 | |
| Other equity | -50 007 | -50 448 | |
| Other equity | -50 007 | -50 448 | |
| Total equity | 29 642 | 286 | |
| Total non-current liabilities | 0 | 0 | |
| Convertible loan | 9,11 | 0 | 1 000 |
| Trade payables and other payables | 11 | 777 | 4 310 |
| Total current liabilities | 777 | 5 310 | |
| Total liabilities | 777 | 5 310 | |
| TOTAL EQUITY AND LIABILITIES | 30 419 | 5 595 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 48 Oslo, 29 April 2026
Nils Petter Skaset Chairman (electronically signed)
Jan Peter Harto Board member (electronically signed)
Kristine Malm Larneng Board member (electronically signed)
Halldor Christen Tjoflaat CEO (electronically signed)
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 49 Parent company statement of cash flow for the year ended 31 December (tNOK)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Ordinary profit before tax | -11 217 | -29 015 | |
| Changes in receivables and payables | -311 | 478 | |
| Agio/disagio | 11 | -6 | 0 |
| Loss on receivables to group companies | 13 | -12 237 | 12 237 |
| Loss on other receivables | 11 | 2 685 | 0 |
| Loss from sale of shares | 2 | 0 | 4 450 |
| Impairment of shares in subsidiaries | 10 | 305 | 300 |
| Proceeds from sale of shares | 1 168 | 0 | |
| Payments for purchase of shares | -1 195 | 0 | |
| Changes in other accruals | -3 416 | 3 946 | |
| Net finance without cash effect | 328 | 1 473 | |
| Cash flow from operations | -13 900 | -6 136 | |
| Payments of receivables from group companies | 13 | 2 500 | 7 083 |
| Payment of liabilities to group companies | -18 | -1 330 | |
| Acquisition of shares in subsidiaries | -23 100 | 0 | |
| Cash flow from investments | -20 618 | 5 753 | |
| Proceeds from convertible loan issue | 9,11 | 1 000 | 1 000 |
| Proceeds from issue of share capital | 9 | 38 213 | 0 |
| Interest payment | 9 | 0 | -2 996 |
| Proceeds from repayment of loans | 12 | 1 000 | 0 |
| Cash flow from financing | 40 213 | -1 996 | |
| Cash at beginning of period | 656 | 3 035 | |
| Net increase/(decrease) in cash and cash equivalents | 5 696 | -2 380 | |
| Cash at end of period | 6 352 | 656 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 50 Parent company statement of change in equity (tNOK)
| Share capital | Share premium fund | Other equity | Total equity | |
|---|---|---|---|---|
| Equity 01.01.2025 | 11 896 | 38 838 | -50 448 | 286 |
| Profit (loss) after tax | - | - | -11 217 | -11 217 |
| Other comprehensive income | - | - | - | - |
| Capital reduction #1 | -11 658 | - | 11 658 | - |
| Capital increase - rights issue #1 | 10 000 | - | - | 10 000 |
| Capital increase - convertible loan | 2 360 | - | - | 2 360 |
| Capital increase - rights issue #2 | 20 000 | 10 000 | - | 30 000 |
| Capital increase - underwriting commission | 1 333 | 667 | - | 2 000 |
| Capital increase - rights issue #3 | 533 | 267 | - | 800 |
| Underwriting commission cost | - | -2 000 | - | -2 000 |
| Rights Issue Costs | - | -2 587 | - | -2 587 |
| Equity 31.12.2025 | 34 465 | 45 184 | -50 007 | 29 642 |
| Share capital | Share premium fund | Other equity | Total equity | |
|---|---|---|---|---|
| Equity 01.01.2024 | 23 792 | 98 318 | -33 329 | 88 780 |
| Profit (loss) after tax | - | - | -29 015 | -29 015 |
| Other comprehensive income | - | - | - | - |
| Capital reduction | -11 896 | - | 11 896 | - |
| Dividend | - | -59 480 | - | -59 480 |
| Equity 31.12.2024 | 11 896 | 38 838 | -50 448 | 285 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 51 Notes
General information
Nordic Financials ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Nordic Financials ASA is Thunes Vei 2, NO-0274 Oslo, Norway. The parent company was listed on Euronext Expand in 2011. The financial statements for Nordic Financials ASA, including disclosure requirements for the accounting period ended 31 December 2025, were approved by the Board of Directors and CEO on 29 April 2026.
Note 1: Basis for preparation
The financial statements for the financial year 2025 have been prepared in accordance IFRS® Accounting Standards (IFRS) as adopted by the European Union and interpretations issued by the International Accounting Standards Board (IASB) that are relevant to the company. In compliance with the Norwegian Accounting Act, additional disclosure requirements are included in the notes to the financial statements. The financial statement for the parent company has been prepared using the same accounting principles as the consolidated accounts. Refer to note 1 in the consolidated financial statement for further details. Investments in subsidiaries are booked according to the cost method. All amounts are presented as thousand NOK if not otherwise stated.
Operating income
In May 2025, the Board of Directors approved a slight change in the company’s business strategy. This strategic shift reflects the company’s continued focus on investment activities as an integral part of its core operations. Accordingly, income related to investments, including interest income, dividends, and fair value changes, is now presented as part of operating activities rather than finance income, ensuring that the financial statements more accurately represent the company’s core business activities. Accordingly, from May 2025, investment income is presented within "Operating income" in the consolidated income statement and included in "Cash flows from operating activities" in the statement of cash flows. Comparative figures have been restated where applicable to reflect this change in presentation.
Revenue recognition principles for investment income:
* Interest income from bonds is recognized using the effective interest method.
* Dividend income is recognized when the right to receive payment is established, typically at the date of the general meeting resolution.
* Fair value changes on financial assets measured at fair value are recognized in profit or loss in the period in which they arise.
Net income from shares and bonds include:
* Interest income from bonds
* Net gain/(loss) from purchase and sale of shares
* Income from underwriting fees
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 52
Going concern
The annual accounts have been prepared based on the going concern assumption. This is based on the company’s plans, budgets and level of activity going forward.
Note 2: Transactions
On 29 August 2024 the board of Nordic Financials ASA decided to distribute the solar park portfolio as dividend to its shareholders. Nordic Financials ASA distributed a total of 23 791 983 shares in Aega AS to the shareholders, with a dividend of NOK 2.50 per share. Total dividend payment of NOK 59 479 958 was paid out on 27 September 2024, which is considered to be the point of loss of control. The distribution is regarded as repayment of paid in capital by the shareholders of Nordic Financials ASA. The debt in Nordic Financials ASA, has in consultation with the lenders, been moved to Aega AS. Nordic Financials ASA is debt-free after the dividend payment. Consequently, Nordic Financials ASA will not own any solar parks after the dividend payment.
On 2 December 2024 Nordic Financials ASA sold all shares in Aega Management AS to Aega AS and thereby disposed of its management business, which had the operational responsibility and management agreements with the solar parks. The loss from the sale of shares in Aega AS and Aega Management AS was tNOK 4 450.
Note 3: Personnel expenses
During the year, the Company had one full-time employee from 1 January 2025 to 31 May 2025, compared to one employee in 2024. The average number of full-time equivalent (FTE) employees for the year was 0.42. Nordic Financials ASA operates with a defined pension scheme. Pursuant to the pension scheme, the company provide a contribution of 2% of the salary between 2G and 12G. The company pension scheme meets the Norwegian requirements of compulsory occupational pension. No loans or guarantees have been provided to management or shareholders.Consideration received or receivable (NOK)
- Dividend 59 479 958
- Cash 1 000
Total disposal consideration 59 480 958
Carrying amount of net assets sold 63 931 443
Loss from sale of shares 4 450 485
| 2025 | 2024 (tNOK) |
|---|---|
| Salaries | 455 |
| Social security tax | 143 |
| Pension expense | 29 |
| Other personnel expenses | 1 |
| Renumeration to the Board of Directors and nomination committee | 708 |
| Total payroll and related expenses: | 1 336 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 53
Note 4: Remuneration to auditors
Amounts are stated excluding VAT. In addition, NOK 191,554 was paid to the auditor for services related to capital increases. This amount has been recognised directly in equity and is not included in the total auditor’s remuneration above.
| 2025 | 2024 (tNOK) | |
|---|---|---|
| Statutory audit | 849 | 861 |
| Other assurance services | 62 | 29 |
| Total renumerations to auditors | 912 | 890 |
Note 5: Remuneration to management and Board of Directors
Remuneration to management: All numbers in tNOK
*Mr. Tjoflaat is hired as CEO through his company Hardanger Consulting AS. See note 6 for information regarding the fee. According to the terms of the employment agreement, Skaset was employed with the company until the end of February 2025 and was entitled to severance pay for 12 months, until end of February 2026. Further Mr. Skaset remained in the CEO position by agreement until the end of May 2025.
| Name | Position | Periode served to/from | 2025 Salary | 2024 Salary | 2025 Other expensed benefits and bonus | 2024 Other expensed benefits and bonus |
|---|---|---|---|---|---|---|
| Halldor Christen Tjoflaat | CEO | From 1 June 2025 | - | - | 700* | - |
| Nils Petter Skaset | CEO | From February 2020 to 31 May 2025 | 1 208 | 2 122 | 29 | 77 |
Remuneration to the Board of Directors: All numbers in tNOK
*In addition to his role as Chairman of Nordic Financials ASA, Mr. Tjoflaat was engaged through his controlled company, Hardanger Consulting AS, to oversee and support the execution of the two share issues completed in 2025. During the first half of 2025, the company was also involved in regulatory dialogue requiring resources beyond the capacity of executive management. Mr. Tjoflaat provided assistance in connection with this work.
| Name | Position | Periode served to/from | 2025 Board remuneration | 2024 Board remuneration | 2025 Other expensed benefits and bonus | 2024 Other expensed benefits and bonus |
|---|---|---|---|---|---|---|
| Halldor Christen Tjoflaat* | Chairman | From 28 December 2017 to 31 May 2025 | 125 | 300 | 1 049 | 888 |
| Nils Petter Skaset | Chairman | From 1 June 2025 | 175 | - | - | - |
| Jan Peter Harto | Member | From June 2020 | 180 | 180 | - | - |
| Kristine Malm Larneng | Member | From 28 December 2017 | 180 | 180 | - | - |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 54
Note 6: Related party transactions
Related party transactions are transfers of resources, services or obligations between the reporting entity and a related party, regardless of whether a price is charged. Nordic Financials ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the CEO Mr. Tjoflaat. The agreement is a back-to-back sublease agreement with a potential 2 % margin to cover cost of the renting company. Mr. Halldor Chr. Tjoflaat is engaged as Chief Executive Officer (CEO) through his wholly owned company, Hardanger Consulting AS. From 1 June 2025, his monthly remuneration is NOK 100,000. In accordance with the resolution adopted at the Annual General Meeting, the remuneration was reinvested in shares. In September 2025, Mr. Tjoflaat, through Hardanger Consulting AS, exercised 26,666,666 subscription rights at an exercise price of NOK 0.015 per share, corresponding to a total subscription amount of NOK 400,000 for new shares. Prior to his appointment as CEO, Mr. Tjoflaat was also contracted through Hardanger Consulting AS. Mr. Svend Egil Larsen, Chief Investment Officer (CIO), is engaged through his wholly owned company, Mutual Fun AS. From 1 June 2025, his monthly remuneration is NOK 100,000. In accordance with the resolution adopted at the Annual General Meeting, the remuneration was reinvested in shares. In September 2025, Mr. Larsen, through Selaco AS, exercised 26,666,666 subscription rights at an exercise price of NOK 0.015 per share, corresponding to a total subscription amount of NOK 400,000 for new shares. In total, 53,333,332 new shares were subscribed for by Mr. Tjoflaat and Mr. Larsen, through their respective companies, corresponding to gross proceeds of NOK 800,000. As of 31 December 2025, Mr. Tjoflaat, Mr. Larsen and related parties control 3,071,087 shares, representing 15.6 % of the outstanding shares.
Note 7: Financial income and expense
Financial income consists primarily of interest income on other financial instruments, gains related to the disposal of financial investments (excluding shares and bonds), and changes in the fair value of financial assets at fair value through profit or loss, except for shares and bonds. Interest income is recognized by applying the effective interest rate method. Financial expenses include interest expense on financial instruments and changes in the fair market values of financial assets at fair value through profit and loss. Currency gains and losses are reported on a net basis. Net income from shares and bonds is presented as operating income, not as finance income or expense, in line with the Group’s principal activity as an investment business.
| Shares held by the management and the Board of Directors as of 31.12.2025 | Name | Role | Ownership with control |
|---|---|---|---|
| Halldor Christen Tjoflaat | CEO | Through Rybo Nor AS, controls 400 shares (0.00203 percent) Through Hardanger Consulting AS, controls 228 572 shares (1.16061 percent) | |
| Svend Egil Larsen | CIO | Through Selaco AS, controls 2 500 000 shares (12.69419 percent) | |
| Nils Petter Skaset | Chairman | Through Brezza AS, controls 131 829 shares (0.66938 percent) | |
| Jan Peter Harto | Board member | Controls 210 286 shares (1.067762 percent) | |
| Kristine Larneng | Board member | Controls no shares |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 55
*fair value adjustments are not included in finance cost.
| (tNOK) | 2025 | 2024* |
|---|---|---|
| Interest income | 179 | 17 |
| Total finance income | 179 | 17 |
| Interest expense | -363 | -1 490 |
| Loss on sale of shares in subsidiaries | - | -4 450 |
| Loss on other receivables | -2 685 | - |
| Impairment of shares in subsidiaries | -10 305 | -300 |
| Total finance costs | -13 354 | -6 241 |
| Net foreign exchange gain/losses | 11 | 6 |
Note 8: Tax
Amounts recognised in statement of profit and loss:
The company has tax loss carry forward that are not recognized in the balance sheet. It is uncertain if the company will be able to utilise the tax loss since investment gains in Norway stemming from equity instruments are not taxable.
| Reconciliation expected tax expense and actual tax expense | 2025 | 2024 |
|---|---|---|
| Profit before tax | -11 217 | -29 015 |
| Calculated tax (22%) | 2 468 | 6 383 |
| Tax effect permanent differences | -172 | -3 737 |
| Deferred tax asset not recognised | -2 296 | -2 646 |
| Actual tax expense | 0 | 0 |
| Effective tax rate | 0 % | 0 % |
| Tax assets recognized | 2025 | 2024 |
|---|---|---|
| Deferred tax asset | 0 | 0 |
| Total tax assets | 0 | 0 |
| Tax asset not recognised in the balance sheet | 26 426 | 24 130 |
Note 9: Share capital and shareholder information
Ordinary shares are classified as equity. Financial instruments are classified as equity in accordance with the underlying economic realities. Amounts distributed to holders of financial instruments that is categorized as equity, will be recorded directly in equity. Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses. Dividend distributions to the shareholders of the Company are classified as liability from the date on which the dividend is adopted by the general meeting.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 56
General
At the extraordinary general meeting on 23 December 2024, it was decided to issue a convertible loan of NOK 2 million. As of the end of 31 March 2025 NOK 2 million had been received by the company, whereof NOK 1 million was received in 2024 and NOK 1 million in Q1 2025. At the extra ordinary general meeting held on 23 December 2024 it was decided to reduce the share capital by reducing the par value of each share from NOK 0.5 to NOK 0.01, to NOK 237,919.83. The share capital reduction was registered in April 2025. In April 2025, the company conducted a successful rights issue 1/2025 and converted the convertible loan secured in December 2024. The rights issue increased the capital with NOK 10,000,000 and the conversion of the debt with an additional NOK 2,360,000. After these two actions the new capital is NOK 12,597,919.83. In July 2025, the company completed rights issue number 2/2025. The rights issue increased the share capital with NOK 21,333,333.31, whereof a private placement to settle the underwriting commission through the issuance of 133,333,331 new shares. The related costs were charged against the share premium reserve. As of 8 July 2025, the new share capital is NOK 33,931,253.14. In September 2025, Svend Egil Larsen (CIO) and Halldor Chr. Tjoflaaat (CEO) have, through their wholly owned companies, exercised 26,666,666 subscription rights each at an exercise price of NOK 0.015 per share. Each of them has thereby subscribed for new shares for NOK 400,000. In total, 53,333,332 new shares have been subscribed, corresponding to gross proceeds of NOK 800,000. As of 19 September 2025, the new share capital is 34,464,586.46. On 13 October 2025, the Company held an extraordinary general meeting at which it was resolved, among other things, to carry out a reverse share split at a ratio of 175:1. In connection with this, key information was published, and the share capital was increased by NOK 1.04 to facilitate the reverse share split. As of 15 October 2025, the Company's share capital amounts to NOK 34,464,587.50, divided into 19,694,050 shares, each with a nominal value of NOK 1.75.The reverse split has no effect on the company’s total equity or the proportional ownership of the shareholders. As of 31 December 2025, Nordic Financials ASA had a share capital of NOK 34,464,587.50 comprising of 19 694 050 shares with a par value of NOK 1.75. Nordic Financials ASA has only one share class. All shares have equal voting rights and rights to dividends from the Company. All shares are fully paid. Transaction costs related to equity issuances are accounted for as a deduction from equity (share premium), net of any related tax effects. Share premium forms part of contributed equity and is presented separately from share capital in the statement of financial position.
Convertible loan
At the extraordinary general meeting on 23 December 2024, it was decided to issue a convertible loan of NOK 2 million. The lenders can convert their respective share of the convertible loan's principal into shares at a subscription price of NOK 0.01. The loan is intended to secure short-term liquidity to cover costs in the period leading up to completion of the rights issue. The convertible loan has an interest rate of 18%.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 57
Selaco AS, the company's largest shareholder, contributed NOK 1,000,000 to the convertible loan. In addition, the following primary insiders and related parties supported the financing and contribute to the convertible loan:
* Rybo Nor AS, close to the chairman of the board, Halldor Christen Tjoflaat, participated with NOK 400,000 in the convertible loan.
* Mamalao AS, close to the chairman of the board, Halldor Christen Tjoflaat, participated with NOK 200,000 in the convertible loan.
* Jan Peter Harto, board member, participated with NOK 100,000 in the convertible loan.
As of the end of 31 December 2024, NOK 1 million had been received by the company. The subsequent NOK 1 million was received 3 January 2025. The convertible loan was converted to equity in April 2025.
Warrants
The Company has no outstanding warrants as of 31 December 2025.
Own shares
Nordic Financials ASA holds no own shares as of 31 December 2025.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 58
20 Largest Shareholders 31.12.2025
| Shareholders | Share | Percentage |
|---|---|---|
| SELACO AS | 2 500 000 | 12,69 % |
| NORDNET LIVSFORSIKRING AS | 2 231 275 | 11,33 % |
| RYDLAND INVEST AS | 1 016 274 | 5,16 % |
| MORO AS | 702 858 | 3,57 % |
| DAN VARE JOHNSEN | 411 300 | 2,09 % |
| Nordnet Bank AB | 306 263 | 1,56 % |
| PREBEN OSEBERG | 253 135 | 1,29 % |
| Merrill Lynch International | 241 844 | 1,23 % |
| FRANK GUNDERSEN | 237 571 | 1,21 % |
| SIGURD ERDAL-AASE | 237 000 | 1,20 % |
| HARDANGER CONSULTING AS | 228 572 | 1,16 % |
| ATLE SANDVIK PEDERSEN | 225 474 | 1,14 % |
| JAN PETER HARTO | 210 286 | 1,07 % |
| KNUT JOHAN WAAGE | 200 000 | 1,02 % |
| ØYSTEIN HOLM SOLHEIM | 191 200 | 0,97 % |
| ROBERT VOLLEN | 171 429 | 0,87 % |
| SIMEN FALCK ENGELSTAD | 171 252 | 0,87 % |
| MAMALAO AS | 169 496 | 0,86 % |
| CECILIE PATRICIA CLARIDGE | 166 285 | 0,84 % |
| LEDAAL INVEST AS | 160 191 | 0,81 % |
| Total 20 largest shareholders | 10 031 705 | 50,94 % |
| Nordic Financials ASA outstanding shares | 19 694 050 | 100,00 % |
Note 10: Subsidiaries
The company’s subsidiaries on 31 December 2025 are set out below.
| Name of entity | Place of business | Ownership 31.12.2025 | Voting power 31.12.2025 |
|---|---|---|---|
| Nordic Financials AS | Norway, Oslo | 100 % | 100 % |
| Nordic Opportunities AS | Norway, Oslo | 100 % | 100 % |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 59
Note 11: Financial instruments
The company has the following financial instruments:
Other Current Assets
The receivable from Aega AS has been written down to zero following a specific assessment of the counterparty’s financial position and payment ability. The receivable is unsecured, and Aega AS is in financial distress on its other loan obligations, which have priority over our claim. Management considers it reasonable to write down the receivable to zero due to uncertainty regarding recoverability.
Note 12: Convertible loan
The former debt in Aega ASA (the divested company), of NOK 29,880,000, has been transferred to Aega AS in consultation with the lenders, and Aega ASA was therefore debt-free after the dividend payment.
Financial assets 2025 (NOK)
| Asset at FVPL | Financial asset at amortized cost | Total | |
|---|---|---|---|
| Receivables | - | 10 952 | 10 952 |
| Other current assets | - | 321 | 321 |
| Cash and cash equivalents | - | 6 352 | 6 352 |
| - | 17 624 | 17 624 |
2024 (NOK)
| Asset at FVPL | Financial asset at amortized cost | Total | |
|---|---|---|---|
| Receivables | - | 1 197 | 1 197 |
| Other current assets | - | 3 743 | 3 743 |
| Cash and cash equivalents | - | 656 | 656 |
| - | 5 595 | 5 595 |
Financial liabilities 2025 (NOK)
| Convertible loan at FVPL | Liabilities at amortized cost | Total | |
|---|---|---|---|
| Trade payables and other payables | - | 777 | 777 |
| Convertible loan | - | - | - |
| - | 777 | 777 |
2024 (NOK)
| Convertible loan at FVPL | Liabilities at amortized cost | Total | |
|---|---|---|---|
| Trade payables and other payables | - | 4 310 | 4 310 |
| Convertible loan | 1 000 | - | 1 000 |
| - | 4 310 | 5 310 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 60
The transfer has been booked against a receivable to Aega AS. During the year, a repayment of NOK 1,000,000 has been made, and as of 30 September 2025, the remaining receivable to Aega AS was MNOK 2,7. As of the balance sheet date, the receivable from Aega AS has been written down to zero following a specific assessment of the counterparty’s financial position and payment ability. The receivable is unsecured, and Aega AS is in default on its other loan obligations, which have priority over our claim. Management considers it reasonable to write down the receivable to zero due to uncertainty regarding recoverability.
Note 13: Intragroup balances
The impairment of debt to the subsidiary Nordic Financials AS, which was recognized in the previous year, has been reversed in the current year following a reassessment of the subsidiary’s financial position During the year, the subsidiary Nordic Financials AS repaid NOK 2,500,000 of the loan outstanding to the Company. As of 31 December 2025, the receivable from Nordic Financials AS is NOK 10,945,363.
| (tNOK) | Balance 31.12.2025 | Balance 31.12.2024 |
|---|---|---|
| Nordic Financials AS | 10 945 | 1 197 |
| Nordic Opportunities AS | 7 | 0 |
| Net intragroup balance | 10 952 | 1 197 |
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 61
Audit report
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 62
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 63
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT / FINANCIAL STATEMENTS ––––– Nordic Financials ASA Annual Report 2025 64
Nordic Financials ASA
Thunes vei 2
0274 Oslo, Norway
E-mail: [email protected] appears you have provided only a small snippet of XBRL/metadata tags from a filing rather than the full 10-K document text. To proceed with your request, please paste the full raw text of the 10-K filing you would like me to format.
Once you provide the full content, I will convert it into clean, structured Markdown according to your rules.