Nordic Financials ASA Annual Report 2025 1
Nordic Financials ASA
ANNUAL REPORT
2025
Nordic Financials ASA Annual Report 2025 2
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
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT
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Nordic Financials ASA Annual Report 2025 3
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).
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Nordic Financials ASA Annual Report 2025 4
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
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Nordic Financials ASA Annual Report 2025 5
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
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Nordic Financials ASA Annual Report 2025 6
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.
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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.
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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.
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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)
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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)
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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.
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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
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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.
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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.
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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)
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Nordic Financials ASA Annual Report 2025 16
Financial statements
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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
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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
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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)
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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 16 595 656
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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
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
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
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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.
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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.
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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
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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.
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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.
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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
3.2.2 Cash Flow discontinued solar park business
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:
(EUR) Note2024 2023Feed-In Tariff revenue 2 039 831 2 416 439Sales of electricity 775 856 967 505Revenues 2 815 687 3 383 944Cost of operations -360 644 -592 825Other operating expenses -20 121 -24 515EBITDA 2 434 922 2 766 604Depreciation and amortization -1 215 529 -1 727 303Operating profit 1 219 393 1 039 302Net finance -359 217 -770 866Profit before income tax 860 176 268 436Income tax -132 305 -215 841Profit for the period 727 871 52 594Earnings per share0,03 0,00Avg. no of shares 23 791 983 47 583 966
2024
(EUR)Net cash flow from operating activities 1 581 304Net cash flow from investing activities -139 305Net cash flow from financing activities -1 665 677Net cash outflow/inflow -223 678Cash at beginning of period 1 692 546Cash at time of disposal 1 468 868
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3.3.2 Cash Flow discontinued management business
3.4 Financial information discontinued operations total:
3.3.1 Financial information discontinued management business (EUR) Note2024 2023Other revenue 108 385 0Revenues 108 385 0Cost of operations -57 202 -58 760Personnel expenses -192 023 -170 033Other operating expenses -102 833 -168 488EBITDA -243 673 -397 281Depreciation and amortization -12 356 -12 936Operating profit -256 029 -410 217Net finance 91 24 114Profit for the period -255 938 -386 103Earnings per share-0,01 -0,01Avg. no of shares 23 791 983 47 583 966
2024(EUR)Net cash flow from operating activities -12 801Net cash flow from investing activities 0Net cash flow from financing activities 0Net cash outflow/inflow -12 801Cash at beginning of period 23 337Cash at time of disposal 10 536
(EUR)2024 2023Feed-In Tariff revenue 2 039 831 2 416 439Sales of electricity 775 856 967 505Other revenue 108 385 0Revenues 2 924 072 3 383 944Cost of operations -417 846 -651 585Personnel expenses -192 023 -170 033Other operating expenses -122 954 -193 003EBITDA 2 191 249 2 369 323Depreciation and amortization -1 227 885 -1 740 238Operating profit 963 364 629 085Net finance -359 126 -746 752Profit before income tax 604 238 -117 667Income tax -132 305 -215 841Profit for the period 471 933 -333 509Earnings per share discontinued operations0,02 -0,01Avg. no of shares 23 791 983 47 583 966
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Nordic Financials ASA Annual Report 2025 29
3.4.1 Cash Flow discontinued operations total:
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:
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
2024(EUR)Net cash flow from operating activities 1 568 503Net cash flow from investing activities -139 305Net cash flow from financing activities -1 665 677Net cash outflow/inflow -236 479Cash at beginning of period 1 715 882Cash at time of disposal 1 479 403
(EUR)Fair Value at the time of distribution 5 055 971Distributed amount of net assets sold 5 743 929Loss from sale of shares 687 958
(EUR)Profit before income tax from discontinued operations 604 238Loss from disposal of discontinued operations -687 958Loss 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 933Loss from disposal of discontinued operations -687 958Loss from discontinued operation -216 025
2025 2024(tNOK)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
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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.
Note 5: Remuneration to auditors
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.
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.
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. (tNOK)2025 2024Statutory audit 849 861Other assurance services 62 29Total renumerations to auditors 912 890
Other expensedSalarybenefits and bonusName Position Periode served to/from 2025 2024 2025 2024Halldor 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
All numbers in tNOK Other expensedBoard remunerationbenefits and bonusName Position Periode served to/from 2025 2024 2025 2024Halldor 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 - -
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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.
N
Name Role Ownership with control 2025Through Rybo Nor AS, controls 400 shares (0.00203 percent)Through Rybo or AS, controls 100 shares (0.00042 percent)Halldor Christen Tjoflaat CEOThrough 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
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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.
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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 17Total finance income 269 17Interest expense -363 -1 490Loss on other receivables -2 685 0Total finance costs -3 049 -1 490Net foreign exchange gain/losses 11 6
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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 2024Non deductible expensesReconciliation between the expected tax expense and the actual tax expenseProfit before tax -11 915 -16 922Calculated tax (22%) 2 621 3 723Tax effect on loss sale of shares - not deductable -29 1 045Deferred tax asset not recognised -2 592 -4 768Difference in tax rate between countries 0 0Actual tax expense 0 0Effective tax rate0 %0 %Income tax expense2025 2024Income tax payable 0 0Income tax set of by deferred tax 0 0Income tax expense 0 0Tax payable2025 2024Income tax payable 0 0Tax payable 0 0Tax assets recognized2025 2024Deferred tax asset 0 0Total tax assets 0 0Tax asset not recognised in the balance sheet 26 426 28 113
2025 2024Avreage number of ordinary shares 1 236 404 965 23 791 983Profit of the year NOK continuing operations -11 914 650 -16 921 676Profit of the year NOK -11 914 650 -19 188 748Earnings per share continuing operations -0,01 -0,71Earnings per share discontinuing operations 0,00 -0,10Total earnings per share -0,01 -0,81
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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.
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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.
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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.
Place of OwnershipVoting powerName of entityOwnerbusiness31.12.202431.12.2024Nordic Financials AS Norway, Oslo 100 % 100 % Nordic Financials ASANordic Opportunities AS Norway, Oslo 100 % 100 % Nordic Financials ASA
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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:
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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 2025Financial asset at (tNOK)TotalAsset at FVPLamortized costShare investments6 7250 6 725Bonds5 9430 5 943Other current assets0475 475Cash016 595 16 59512 668 17 070 29 738
2024Financial asset at (tNOK)TotalAsset at FVPLamortized costShare investments1 0930 1 093Other current assets03 743 3 743Cash 0656 6561 093 4 399 5 492
2025Convertible Liabilities at (tNOK)Totalloan at FVPLamortised costTrade payables0397 3970397 397
2024Derivatives Liabilities at (tNOK)Totalat FVPLamortised costTrade payables0710 710Convertible loan1 0000 1 0001 000710 1 710
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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 TotalCarrying amount 31.12.2024 - 4 685 4 685Cash flowsProceeds from convertible loan - 1 000 1 000Proceeds from repayment of loans - -1 000 -1 000Proceeds from issue of share capital (net of rights issue cost) - 38 213 38 213Other changesConverted convertible loan - -2 000 -2 000Loss on receivables - -2 685 -2 685Carrying amount 31.12.2025 - 38 213 38 213Non-current - 38 213 38 213Current - - -
2024 (tNOK) Lease liabilities Other loans TotalCarrying amount 31.12.2023 58 773 91 476 150 248Cash flowsProceeds from new loans - - -Repayment of principal other loans - -10 925 -10 925Repayment of principal portion of lease liability -5 569 - -5 569Interest paid -2 192 -5 866 -8 058Other changesLoss from discontinued operation 12 142 - 12 142Interest expenses 2 192 - 2 192Additions lease - - -Loan netted against receivables Aega AS* - -25 840 -25 840Disposal of discontinued operations -65 346 -45 160 -110 505Effect of currency translation - - -Proceeds from convertible loan* 1 000 1 000Carrying amount 31.12.2024 0 4 685 4 686Non-current 0 0 0Current* 0 4 685 4 685
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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 2024Cash Norway 16 595 656Total cash 16 595 656
(tNOK) 2025 2024Trade and other payables 905 4 317Trade and other payables 905 4 317
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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 31.12.2024Balance as of 1 January 1 093 5 984Additions 7 851 0Sales -2 255 0Changes in fair value 36 -4 891Balance at end of period 6 725 1 093
Bonds
(tNOK)31.12.2025 31.12.2024Balance as of 1 January 0 0Additions 5 959 0Sales 0 0Changes in fair value -15 0Balance at end of period 5 943 0
Net income/(-loss) from shares and bonds(tNOK)31.12.2025 31.12.2024Interest income from bonds 133 0Net gain/(loss) from shares -24 0Changes in fair value 20 -4 891Income from underwriting fee 992 0Net income/(-loss) from shares and bonds 1 122 -4 891
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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.
*Restated
(tNOK) 2025 2024 2024*Continuing operationsNet income/(-loss) from shares and bonds 1 122 0 -4 891Operating Income 1 122 0 -4 891Personnel expenses -1 336 -5 785 -5 785Other operating expenses -8 931 -4 778 -4 778Depreciation and amortization 0 0 0Operating profit -9 146 -10 563 -15 454Finance income 269 17 17Finance costs -3 049 -6 381 -1 490Net foreign exchange gain/(losses) 11 6 6Profit before income tax -11 915 -16 922 -16 922Income tax 0 0 0Profit from continuing operations -11 915 -16 922 -16 922Loss from discontinued operation 0 -2 267 -2 267Profit for the period -11 915 -19 189 -19 189
Other comprehensive incomeItems that may not be reclassified to profit and lossTranslation differences 0 -6 -6Total comprehensive income -11 915 -19 195 -19 195Total comprehensive income attributable to:Equity holders of the parent company -11 915 -19 195 -19 195
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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.
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Nordic Financials ASA Annual Report 2025 45
Parent company financials
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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
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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
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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)
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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
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
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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
(tNOK) 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
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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
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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 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
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
FINANCIAL STATEMENTS
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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.
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.
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.
Shares held by the management and the Board of Directors as of 31.12.2025
2025 2024
(tNOK)
Statutory audit 849 861
Other assurance services 62 29
Total renumerations to auditors 912 890
Name Position Periode served to/from 2025 2024 2025 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
Salary
Other expensed
benefits and bonus
Name Position Periode served to/from 2025 2024 2025 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 - -
Board remuneration
Other expensed
benefits and bonus
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
FINANCIAL STATEMENTS
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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.
Name Role Ownership with control 2025
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
Halldor Christen Tjoflaat CEO
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
FINANCIAL STATEMENTS
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Nordic Financials ASA Annual Report 2025 55
*fair value adjustments are not included in finance cost.
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.
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.
(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
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
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
FINANCIAL STATEMENTS
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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 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%.
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
FINANCIAL STATEMENTS
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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
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Nordic Financials ASA Annual Report 2025 58
20 Largest Shareholders 31.12.2025
Note 10: Subsidiaries
The company’s subsidiaries on 31 December 2025 are set out below.
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 %
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
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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
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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 /
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Nordic Financials ASA Annual Report 2025 61
Audit report
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
FINANCIAL STATEMENTS
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Nordic Financials ASA Annual Report 2025 62
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
FINANCIAL STATEMENTS
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Nordic Financials ASA Annual Report 2025 63
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
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Nordic Financials ASA Annual Report 2025 64
Nordic Financials ASA
Thunes vei 2
0274 Oslo, Norway
E-mai: hct@nofin.no
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