Annual report
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Annual Report 2024 NAXS AB (publ) (This text is an in-house translation of the original Annual Report 2024 in Swedish)
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Annual Report 2024 Page 2 of 65 Content Comments by the CEO ...................................................................................................................... 3 Private equity fund investments and Other Investments ................................................................ 5 Financial summary ........................................................................................................................... 15 Alternative performance measures ................................................................................................ 16 Corporate Governance Report ....................................................................................................... 19 Board of Directors’ Report .............................................................................................................. 29 Consolidated income statement .................................................................................................... 33 Consolidated balance sheet ........................................................................................................... 34 Consolidated statement of changes in equity .............................................................................. 35 Consolidated statement of cash flows ........................................................................................... 36 Parent company income statement ............................................................................................... 37 Parent company balance sheet ...................................................................................................... 38 Parent company statement of changes in equity ......................................................................... 39 Parent company statement of cash flows ...................................................................................... 40 Notes to the financial statements ................................................................................................... 41 The Board of Directors’ certification .............................................................................................. 65 The Annual Report for NAXS AB (publ) 556712-2972 consists of the Corporate Governance Report, the management report, the financial statements and the notes to the accounts. The Annual Report can be found in this document on pages 19-65. The official Annual Report 2024 has been prepared in Swedish in the format for uniform electronic reporting (ESEF). See the website for the financial reports. The Annual Report is also published in a Swedish and English PDF version, which are not prepared in accordance with ESEF and thus do not constitute official versions. All versions will be submitted for publication during week 8 in February 2025. Financial Information 2025 — Annual General Meeting: April 3, 2025 — Interim Report (3 months): April 29, 2025 — Interim Report (6 months): August 5, 2025 — Interim Report (9 months): October 23, 2025 — Year-end Report 2025: January 29, 2026 NAXS AB (publ) Corp. Reg. No. 556712-2972 Nybrogatan 8 114 34 Stockholm Sweden
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Annual Report 2024 Page 3 of 65 Comments by the CEO At the end of the financial year 2024, NAXS recorded a net asset value (NAV) per share of SEK 72.98, reflecting a decrease of 7.2% for the year. A dividend of SEK 4.25 per share was distributed during the year. Key activities included an investment in Equip Capital SPV SCSp and additional commitment to Celero Capital Fund (E) AB and a further investment in Awilco Drilling Plc. NAXS’ underlying funds acquired 7 new portfolio companies and executed 5 divestments, bringing total portfolio exits since inception to 124. NAXS continues to hold a significant portion of cash. As we move forward, NAXS will continue to evaluate opportunities to enhance the portfolio while prioritizing long-term value creation for our shareholders. Nikolai Jebsen
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Annual Report 2024 Page 4 of 65 Significant occurrences for the Company during 2024 were: — A decrease of 7,2% in net asset value (NAV) per share (incl. dividend paid) NAV per share (SEK) — A MEUR 1.3 investment in Equip Capital SPV SCSp, the continuation vehicle established to acquire 2 portfolio companies (Rush and iteam) from Equip Capital Fund I. — A MEUR 1.7 commitment increase in Celero Capital Fund (E) AB, bringing its total commitment to the fund to MEUR 3.2 (NAXS had made a MEUR 1.5 commitment at the first close of the fund in 2023). — The subscription of 577,636 shares at 1 NOK per share in Awilco Drilling Plc through the exercise of warrants issued as part of the June 2023 new share offering in the company. — NAXS received 26,066 shares in JDE Peet's (listed on Euronext Amsterdam) as an in-kind distribution from JAB Consumer Fund GCB II, amounting to a value of MUSD 0.5 at the time of the distribution. — NAXS' underlying funds acquired 7 new portfolio companies, bringing the total number of portfolio companies acquired since NAXS’s inception to 191 (including the 123 portfolio companies that have been fully divested – see below). — NAXS' underlying funds signed or closed 5 new divestments/exits, bringing the total number of portfolio companies exited since NAXS’s inception to 123). — The 124 total divestments completed since NAXS’s inception have generated an average IRR amounting to 17.4%. — In October, board member Nikolai Jebsen was appointed as interim CEO of NAXS. — The 2024 Annual General Meeting resolved to pay a dividend of SEK 4.25 per share. 83,2483,3376,272,4672,9810,2310,2310,2310,2310,232,782,782,782,782,7833333333333,53,53,53,53,53,753,753,753,753,754,254,254,255060708090100110120Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024NAVDividend paid 2012-2018Dividend paid 2019Dividend paid 2020Dividend paid 2021Dividend paid 2022Dividend paid 2023Dividend paid 2024
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Annual Report 2024 Page 5 of 65 Private equity fund investments and Other Investments Exposure to Private equity fund investments and Other Investments At December 31, 2024, the total exposure to Private equity fund investments and Other Investments amounted to MSEK 692, which corresponds to 86% of the Company’s equity. In the table below, the total exposure is compared to the Net cash plus Private equity fund investments and Other Investments. Asset allocation (% of equity) 692 MSEK 75% 692 MSEK 75%204 MSEK 25%86 MSEK 11%0%20%40%60%80%100%120%Remaining commitmentsNet cashPrivate equity fundinvestments and OtherInvestmentsPrivate equity fund investments 62,2%Other Investments 12,7%Net cash 25,2%
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Annual Report 2024 Page 6 of 65 Sector (% of investments in Private equity funds and Other Investments) The Private equity fund portfolio Private equity fund investments As of December 31, 2024, NAXS had commitments to 12 active private equity funds (10 buyout funds and 2 special situations fund). — Private equity fund investments amounted to MSEK 503, which corresponds to 62 percent of the Company’s equity; — remaining commitments amounted to MSEK 86 which corresponds to 11 percent of the Company’s equity. Generally, NAXS is only able to provide relatively limited information on the Private equity fund investments due to industry-standard confidentiality undertakings made at the time of the respective investments. The table below summarizes NAXS’s Private equity fund commitments* (in alphabetical order) Fund Commitment Year Commitment Currency Initial Commitment Amount in (000s) Apax Europe VII LP 2007 EUR 15 000 Celero Capital I 2023 EUR 3 200 Equip Capital Fund I LP 2020 NOK 20 000 Equip Capital SPV SCSp 2024 EUR 1 328 JAB Consumer fund - GCB II 2018 USD 5 000 JAB Consumer fund - GCB III 2019 EUR 5 000 JAB Consumer Partners- JCP V 2022 EUR 5 000 Mimir Invest AB 2017 SEK 50 000 Mimir Industries 2022 SEK 75 000 Nordic Capital X LP 2020 EUR 2 000 Nordic Capital Evo Fund I LP 2021 EUR 1 000 Valedo Partners Fund II AB 2011 SEK 65 000 *In addition, NAXS had at December 31, 2024, a commitment to 1 private equity fund that had exited all its portfolio companies and was in a dissolution process (Nordic Capital CV1). Through its mature fund portfolio, NAXS provides investors with an attractive exposure to the private equity asset class through a liquid instrument and with a good level of diversification: Building & construction 12,5%Business services 8,8%Consumer goods & services 13,0%Food & beverage 9,9%Healthcare 2,3%Industry 28,8%Pet care & services 21,9%Tech & software 2,8%
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Annual Report 2024 Page 7 of 65 — 12 private equity funds (10 buyout funds and 2 special situations fund) from 7 managers). — an exposure to the small-, mid-, and large cap segments and to all Nordic countries and to a certain extent to Europe and the rest of the world, mainly through the commitments to Nordic Capital and JAB. Fund segment allocation (% of Private equity fund investments*) *Based on the fair value of the current portfolio companies At December 31, 2024, NAXS had commitments to 12 active private equity funds (10 buyout funds and 2 special situations funds) the details of which are listed below: Apax Europe VII Celero Capital Fund (E) AB Apax Europe VII is the seventh pan-European fund raised by Apax Partners, a global private equity firm headquartered in London and operating out of seven offices on four continents. Apax Partners invests globally across four sectors: consumer, healthcare, services and tech & telecom. Celero Capital Fund (E) AB is the first fund raised by Celero Capital, a Nordic lower mid- market private equity firm that is focused on the services, consumer goods and niche industrials sectors. Fund size: MEUR 11,000 Fund size : MEUR 275 Segment: large cap Segment : lower mid cap Geographic focus: primarily Europe Geographic focus : Nordics Vintage: 2007 Vintage : 2023 Website: www.apax.com Website: https://celerocapital.com/ NAXS initial commitment: MEUR 15 NAXS initial commitment : MEUR 3.2 No. of portfolio companies/exits: 3/33 No. of portfolio companies/exits : 3/0 Equip Capital I Equip Capital SPV SCSp Equip Capital I is the first fund raised by Equip Capital, an Oslo-based private equity firm focusing on investments in small and mid-sized companies in the Nordic region. The Equip Capital team has extensive investment experience across the consumer, industrials and business services sectors. Equip Capital SPV is a continuation vehicle established to acquire 2 portfolio companies, Rush and iteam, from Equip Capital Fund I (“Equip Fund I”) with the aim to build on their successful platforms and support a new phase of growth. Rush is one of the largest indoor trampoline park operators in Europe, while iteam is a leading IT services provider to the Norwegian SME market. Fund size: MNOK 1,900 Fund size: MEUR 310 Segment: small/mid cap Segment: small/ mid cap Geographic focus: Norway and Nordics Geographic focus: Norway/Nordics Vintage: 2020 Vintage: 2024 Website: www.equip.no Website: www.equip.no NAXS initial commitment: MNOK 20 NAXS initial commitment: MEUR 1.3 No. of portfolio companies/exits: 10/2 No. of portfolio companies /exits: 2/0 Nordic small cap 60,3%Nordic mid cap 5,3%Nordic large cap 5,3%European mid cap 0,0%European large cap 0,8%Global large cap 28,2%
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Annual Report 2024 Page 8 of 65 JAB Consumer Fund – Global Consumer Brands II JAB Consumer Fund – Global Consumer Brands III JAB Consumer Fund – Global Consumer Brands II is a private equity fund co-investing along JAB Holding, a privately held group focused on consumer goods and retail companies with premium brands, as well as pet care and services. The fund focuses on the fast casual dining sector, as well as pet care. JAB Consumer Fund – Global Consumer Brands III is a private equity fund co-investing along JAB Holding, a privately held group focused on consumer goods and retail companies with premium brands, as well as pet care and services. The fund focuses on pet care. Fund size: MUSD 5,000 Fund size: MUSD 3,800 Segment: large cap Segment: large cap Geographic focus: global Geographic focus: global Vintage: 2018 Vintage: 2020 Website: https://www.jabholco.com Website: https://www.jabholco.com NAXS initial commitment: MUSD 5 NAXS initial commitment: MEUR 5 No. of platform investments/exits: 2/1 No. of platform investments/exits: 2/0 JAB Consumer Partners – JCP V Mimir Industries AB JAB Consumer Fund – Global Consumer Brands III is a private equity fund co-investing along JAB Holding, a privately held group focused on consumer goods and retail companies with premium brands, as well as pet care and services. The fund focuses on pet care and pet services. Mimir Industries AB is the second investment vehicle raised by Mimir, private equity special situations manager focusing on mid-sized companies in all sectors, except real estate. Fund size: MUSD 5,000 Fund size : >MSEK 500 Segment: large cap Segment : mid cap Geographic focus: global Geographic focus : global, with a focus on the Nordics Vintage: 2022 Vintage : 2022 Website: https://www.jabholco.com Website: www.mimirinvest.com NAXS initial commitment: MEUR 5 NAXS initial commitment : MSEK 75 No. of platform investments/exits: 1/0 No. of portfolio companies/exits : 7/0 Mimir Invest AB Nordic Capital Evolution I LP Mimir Invest AB is the first investment vehicle raised by Mimir, private equity special situations manager focusing on mid- sized companies in all sectors, except real estate. Nordic Capital Evolution has been raised by Nordic Capital to replicate in the mid-market the firm’s established investment strategy. Established in 1989, Nordic Capital is one of the largest buyout managers in Northern Europe. The firm focuses on selected sectors where it has deep experience and a proven track record. Core sectors are Healthcare, Technology & Payments, Financial Services and selectively, Industrial Goods & Services. Fund size: >MSEK 500 Fund size : MEUR 1,200 Segment: small cap Segment : mid cap Geographic focus: global, with a focus on the Nordics Geographic focus : Northern Europe Vintage: 2017 Vintage : 2021 Website: www.mimirinvest.com Website: https://www.nordiccapital.com/ NAXS initial commitment: MSEK 50 NAXS initial commitment : MEUR 1 No. of portfolio companies/exits: 5/3 No. of portfolio companies/exits: 10/0
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Annual Report 2024 Page 9 of 65 Nordic Capital Fund X LP Valedo Partners Fund II AB Nordic Capital Fund X is the tenth fund raised by Nordic Capital. Established in 1989, Nordic Capital is one of the largest buyout managers in Northern Europe. The firm focuses on selected sectors where it has deep experience and a proven track record. Core sectors are Healthcare, Technology & Payments, Financial Services and selectively, Industrial Goods & Services. Valedo Fund II is the second fund of Valedo, a growth oriented Swedish small cap manager established in 2006 by a spin-off team from EQT. The fund focuses on the Swedish small cap segment. Fund size: MEUR 6,100 Fund size : MSEK 2,000 Segment: large cap Segment : small cap Geographic focus: Europe and selected global healthcare and technology & payments investments Geographic focus: Sweden and the Nordics Vintage 2020 Vintage : 2011 Website: https://www.nordiccapital.com/ Website: https://www.valedopartners.com/ NAXS initial commitment: MEUR 2 NAXS initial commitment : MSEK 65 No. of portfolio companies/exits: 16/0 No. of portfolio companies/exits : 4/7 In addition, NAXS had at December 31, 2024, a commitment to 1 private equity fund that had exited all its portfolio companies and was in a dissolution process (Nordic Capital CV1). Acquisitions and divestments by underlying private equity funds During 2024, NAXS’ underlying funds made 7 new acquisitions and 5 full exits. As of December 31, 2024, NAXS’s underlying funds had acquired a total of 191 companies, 124 of which had been fully divested. 2024 acquisitions (in alphabetical order) Portfolio Company Sector Geography Fund BRP Systems Business services Sweden Nordic Capital Evo I iteam Business services Norway Equip CV Opima Industrials Sweden Celero I Pet Best Insurance Services Pet services USA JAB V Rush Consumer Europe Equip CV Sensio Healthcare Northern Europe Nordic Capital Evo I Spot Pet Insurances Pet care & services USA JAB JCP V 2024 exits (in alphabetical order) Portfolio Company Sector Entry year Fund Ellos Consumer 2018 Nordic Capital CV1 Iteam Business Services 2020 Equip I Rush Consumer 2019 Equip I Sunrise Medical Healthcare 2018 Nordic Capital CV1 Unisport Consumer 2018 Nordic Capital CV1
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Annual Report 2024 Page 10 of 65 Portfolio companies from underlying private equity funds at December 31, 2024 (by fund and in alphabetical order) APAX EUROPE VII Portfolio Company Sector Country Cengage Learning II Business services USA Takko Consumer goods & services Germany Tivit Tech & software Brazil CELERO CAPITAL FUND I Portfolio Company Sector Country Corteco Building & construction Sweden Opima Industrials Sweden Reledo Business services Sweden EQUIP CAPITAL FUND I Portfolio company Sector Country Bastard Burgers Food & beverage Sweden Cautus Geo Business services Sweden Cloud Connection Business services Norway Cure Media Business services Norway Funplays (fka Busfabriken) Business services Sweden Holy Greens Food & beverage Sweden Makeup Mekka Consumer goods & services Norway Miles Business services Norway No Dig Alliance Building & construction Norway Ryde Consumer goods & services Norway EQUIP CAPITAL CV SPV Portfolio Company Sector Country Iteam Business services Norway Rush Consumer goods & services Norway JAB GLOBAL CONSUMER BRANDS II Portfolio Company Sector Country Pret Panera Food & beverage Global Petcare platform Pet care & services Global
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Annual Report 2024 Page 11 of 65 JAB Global Consumer Brands III Portfolio company Sector Country Petcare platform Pet care & services Global Pet services platform Pet care & services Global JAB Consumer Partners – JCP V Portfolio company Sector Country Pet services platform Pet care & services Global MIMIR INVEST AB Portfolio Company Sector Country Emmaboda Industry Sweden Parken Zoo Consumer goods & services Sweden Puumerkki Building & construction Finland Recion Industry Finland SI-Glass Industry Norway MIMIR INDUSTRIES AB Portfolio Company Sector Country Euroatlas Industry Sverige Hulåns Industry Sverige Lindemann Industry Europe Modus Building & construction Sweden Svenska Kompressor Industry Nordic Thermion Industry Sweden Trillora Business services Sweden NORDIC CAPITAL Evo I Portfolio company Sector Country Autocirc Business services Sweden Boost Tech & software Europe BRP Systems Tech & Software Sweden Care Fertility Healthcare Europe Equipe Zorgbedrijven Healthcare Netherlands Qred Holding Business services Sweden Helmsauer Business services Germany Hjo Installation Business services Sweden Macrobond Business services Sweden Sensio Healthcare Norway
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Annual Report 2024 Page 12 of 65 NORDIC CAPITAL X Portfolio company Sector Country Advanz Pharma Healthcare Europe ArisGlobal Business services USA Ascot Lloyd Business services Europe Bilthouse Business services Europe Cytel Tech & software USA Duco Tech & software Europe Inovalon Tech & software USA LEO Pharma Healthcare Denmark Proglove Tech & software Europe Regnology Tech & software Europe RLDatix Tech & software Europe Sambla Consumer goods & services Norway Site Improve Tech & software Denmark Sortera Business services Nordic United Veterinary Care Pet care & services USA Vizrt Tech & software Norway VALEDO PARTNERS FUND II Portfolio company Sector Country Lakrids Consumer goods & services Denmark Norva 24 (listed on Nasdaq Stockholm) Building & construction Norway Origo Group Business services Sweden Rapunzel Consumer goods & services Sweden
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Annual Report 2024 Page 13 of 65 Other Investments As of December 31, 2024, there were 10 holdings in Other Investments. Company Sector Type of instrument Date of initial investment Reported value, 2024.12.31 MSEK Reported value, 2023.12.31 MSEK Scout Gaming Group iGaming listed share (Nasdaq First North) Q4 2017 0.0 0.1 Awilco Drilling Energy listed share (Euronext Growth Oslo) Q1 2018 29.8 13.4 Keurig Dr Pepper Consumer goods & services listed share Nasdaq (NY) Q3 2020 23.2 21.9 Pret Panera Food & beverage unlisted share Q4 2020 2.1 2.6 Krispy Kreme Food & beverage listed share (Nasdaq NY) Q1 2021 4.7 6.5 Jacktel Energy unlisted share (registered on Euronext NOTC) Q1 2022 12.6 11.9 Novonesis Biotechnology listed share (Nasdaq Copenhagen) Q4 2022 3.2 2.8 Reledo Business Services unlisted share Q2 2023 9.7 5.7 Panera Brands Food & beverage unlisted share Q2 2023 12.3 10.2 JDE Peet’s Food & beverage listed share (Euronext Amsterdam) Q4 2024 4.9 - Total 102.5 75.0 Details of other investments (in alphabetical order) Awilco Drilling PLC Type of investment: purchase of shares in a listed company (Euronext Growth Oslo) Timing of initial investment: Q1 2018 Website: http://awilcodrilling.com Description: Awilco Drilling Plc is an offshore oil drilling company based in the United Kingdom Jacktel A/S Type of investment: The shares were received further to the partial conversion of a bond issued by the company. The share is registered on Euronext NOTC. Timing of initial investment: Q1 2022 Website: https://macro-offshore.com/investor-relations Description: Jacktel AS is the owner of Haven, an offshore accommodation platform. JDE Peet's Type of investment: shares received as distribution of assets from NAXS investment in JAB JCF – Global Consumer Brands II. The share is listed on Euronext Amsterdam Timing of initial investment: Q4 2024 Website: https://www.jdepeets.com Description: JDE Peets is a multinational coffee and tea company. The company owns over 50 beverage brands, mostly of coffee, tea and hot chocolate
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Annual Report 2024 Page 14 of 65 Keurig Dr Pepper Type of investment: shares received as distribution of assets from NAXS investment in JAB JCF – Global Consumer Brands II. The share is listed on Nasdaq Timing of initial investment: Q3-Q4 2020 Website: https://www.keurigdrpepper.com Description: Keurig Dr Pepper is a leader producer and distributor of hot and cold beverages in North America. Brands include Peet’s, Caribou, Krispy Kreme, Schweppes and 7up. Krispy Kreme Type of investment: shares received as distribution of assets from NAXS investment in JAB JCF – Global Consumer Brands II and via a joint investment in Krispy Kreme with JAB Holding and other investors. The company was subsequently listed on Nasdaq New York Timing of initial investment: Q1 2021 Website: https://www.krispykreme.com/ Description: Krispy Kreme an American multinational doughnut company and coffeehouse chain. Novonesis AS Type of investment: purchase of shares in a listed company (Nasdaq Copenhagen) Timing of initial investment: Q4 2022 Website: https:/https://www.novonesis.com/en Description: Novonesis is a leader in the development and manufacture of natural solutions and ingredients within the food, nutritional, pharma and agricultural industries. Panera Brands Type of investment: joint investment with JAB Holding and other investors. The shares are unlisted. Panera Brands is controlled by JAB Holding and JAB Consumer Funds Timing of initial investment: Q2 2023 Website: https://www.panerabread.com Description: Panera Brands is a platform encompassing the Panera Bread, Caribou Coffee and Einstein Bros. Bagels brands. Pret Panera Type of investment: joint investment with JAB Holding and other investors. The shares are unlisted. Pret Panera is controlled by JAB Holding and JAB Consumer Funds Timing of initial investment: Q4 2020 Websites: https://www.pret.co.uk/en-GB, https://www.panerabread.com, https://espressohouse.com/ Description: Pret Panera is a platform encompassing the fast casual dining groups Panera Brands, Pret a Manger and Espresso House. Reledo AB Type of investment: joint investment with Celero Capital Fund (E) AB and other investors in the unlisted company Reledo AB. Timing of initial investment: Q2 2023 Website: https://reledo.se/ Description: Reledo is a Nordic platform combining companies within the facility management sector. Scout Gaming Group Type of investment: cornerstone investment in IPO. The share is listed on Nasdaq First North Timing of initial investment: Q4 2017 Website: https://www.scoutgaminggroup.com Description: Established in 2013, Scout Gaming Group offers online gaming operators comprehensive solutions for the launch and operation of Fantasy Sports and Daily Fantasy Sports.
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Annual Report 2024 Page 15 of 65 Financial summary Income statement in brief Amounts in KSEK 2024 2023 2022 2021 2020 Change in value -56 707 13 841 194 317 192 788 32 657 Operating expenses -15 920 -16 812 -15 323 -14 979 -13 558 Operating result -72 627 -2 971 178 994 177 809 19 099 Net financial items 6 057 7 334 1 094 -396 5 019 Result before tax -66 570 4 363 180 088 177 413 24 118 Tax -5 -9 -7 - - Net result for the year -66 575 4 354 180 081 177 413 24 118 Balance sheet in brief Amounts in KSEK Dec 31, 2024 Dec 31, 2023 Dec 31, 2022 Dec 31, 2021 Dec 31, 2020 Private equity fund investments 503 103 639 030 687 989 513 925 428 651 Other Investments 102 548 75 001 60 801 44 693 31 695 Other current receivables 625 503 214 272 256 Cash and cash equivalents 203 600 209 226 211 668 265 523 219 127 Total assets 809 876 923 760 960 672 824 413 679 729 Equity 808 410 922 065 959 252 822 855 678 900 Other current liabilities and accrued expenses 1 466 1 695 1 420 1 558 829 Total equity and liabilities 809 876 923 760 960 672 824 413 679 729 Cash flow in brief Amounts in KSEK 2024 2023 2022 2021 2020 Cash flow from/used in in operating activities -10 106 -9 515 -14 299 -10 239 -12 335 Cash flow in investing activities 51 674 48 600 4 145 89 920 35 574 Cash flow in/from financing activities -47 080 -41 541 -43 684 -33 458 -33 458 Cash flow for the year -5 512 -2 456 -53 838 46 223 -10 219 Cash and cash equivalents at the beginning of the year 209 226 211 668 265 523 219 127 229 748 Exchange rate differences in cash and cash equivalents -114 14 -17 173 -402 Cash and cash equivalents at the end of the year 203 600 209 226 211 668 265 523 219 127
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Annual Report 2024 Page 16 of 65 Alternative performance measures and definitions NAXS applies the guidelines issued by the European Securities and Markets Authority (ESMA) for alternative key ratios. Alternative key figures are financial measures of historical or future earnings trend, financial position, financial results or cash flows that are not defined or specified in the applicable rules for financial reporting. Alternative key ratios are stated when, in their context, they provide clearer or more in-depth information than the measures defined in applicable financial reporting rules. The alternative key figures are derived from the consolidated financial statements. Alternative key ratios are stated when, in their context, they supplement the measures defined in IFRS. The starting point for the provided alternative key figures is that they are used by management to assess the financial development and are thus considered to provide valuable information to analysts and other stakeholders. NAXS regularly uses alternative key ratios as a complement to those key ratios that generally constitute good accounting practice. Below are definitions and all the alternative key figures used. Reconciliation with the financial statements is provided on page 23 of NAXS Year-end Report 2024 for the alternative key ratios for the Group that are not directly identifiable from the financial statements, and which are deemed essential to specify. Alternative Performance Measures 2024 2023 2022 2021 2020 Equity ratio, percent 99,82 99,82 99,85 99,81 99,88 Gross IRR, percent 17,41 17,67 17,49 17,98 18,62 Net cash, MSEK 203,6 209,2 211,7 265,5 219,1 Net Asset value (NAV), MSEK 808,4 922,1 959,3 822,9 678,9 Share data 2024 2023 2022 2021 2020 Earnings per share, SEK * -6,01 0,39 16,22 14,70 2,16 Dividend per share, SEK 4,25 3,75 3,50 3,00 3,00 Repurchase of own shares per share, SEK - - 0,42 - - Net cash per share 18,38 18,89 19,11 23,81 19,65 Equity ratio, SEK 72,98 83,24 86,59 73,78 60,87 Net asset value (NAV) per share, SEK 72,98 83,24 86,59 73,78 60,87 Number of shares outstanding at year end 11 077 585 11 077 585 11 077 585 11 152 585 11 152 585 Weighted average number of shares outstanding * 11 077 585 11 077 585 11 105 710 11 152 585 11 152 585 * Basic and diluted
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Annual Report 2024 Page 17 of 65 Definitions Buyout fund A private equity fund, whose strategy is to acquire a controlling interest in the targeted companies. Cash & cash equivalents Cash, bank and short-term investments. Cash per share* Cash & cash equivalents in relation to the number of outstanding shares at the end of the period. Commitment The maximum amount that a limited partner agrees to invest in a fund. Current commitments Acquisition cost for private equity fund investments, plus remaining commitments to private equity funds. Equity ratio* Equity in relation to total assets. IRR The internal rate of return generated annually from cash flows between NAXS and the underlying private equity funds relating directly to investments in portfolio companies after deduction of the funds’ carried interest but without deduction of the funds’ management fees. Net asset value (NAV)* The fair value of total assets, less net debt (corresponds to equity). Net asset value (NAV) per share* The fair value of total assets, less net debt (corresponds to shareholders' equity attributable to the Parent Company's shareholders) in relation to the number of outstanding shares at the end of the period. Net cash* Cash and cash equivalents, short-term investments and interest-bearing current and long-term receivables, less interest-bearing current and long-term liabilities. Other Investments Investments in financial instruments other than private equity funds. Private equity fund investments Fair value of investments in private equity funds. Profit per share Profit for the year attributable to the Parent Company's shareholders divided by the average number of shares. Special situations fund A private equity fund, whose strategy is to acquire companies, where an active ownership is required, such as under- performing companies, and/or imply complex transactions, such as carve-outs from larger conglomerates. Total assets* All assets and liabilities not included in Net cash. Total exposure to Private equity fund investments Private equity funds investments and remaining commitments to private equity funds. Total exposure to Private equity fund investments and Other Investments Total exposure to Private equity fund investments combined with Other Investments. * Refers to alternative key figures according to the European Securities and Markets Authority (ESMA).
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Annual Report 2024 Page 18 of 65 The Share The NAXS share was initially listed on First North on May 14, 2007. Since June 8, 2010, the share is traded on Nasdaq Stockholm. The share trades under the designation “NAXS”. The number of outstanding shares in the Company at the beginning and at the end of the financial year was 11,077,585. At the end of the year, the NAXS share price was SEK 50.60 and the total shareholders’ equity per share was SEK 72.98. The Company’s market capitalization was MSEK 561, and the number of shareholders was 4,492. Larger shareholders are set forth in the Corporate Governance Report. Evolution of the share price during 2024 50556065707580852 jan 2410 jan 2418 jan 2426 jan 243 feb 2411 feb 2419 feb 2427 feb 246 mar 2414 mar 2422 mar 2430 mar 247 apr 2415 apr 2423 apr 241 maj 249 maj 2417 maj 2425 maj 242 jun 2410 jun 2418 jun 2426 jun 244 jul 2412 jul 2420 jul 2428 jul 245 aug 2413 aug 2421 aug 2429 aug 246 sep 2414 sep 2422 sep 2430 sep 248 okt 2416 okt 2424 okt 241 nov 249 nov 2417 nov 2425 nov 243 dec 2411 dec 2419 dec 2427 dec 24NAXSOMX Stockholm PI
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Annual Report 2024 Page 19 of 65 Corporate Governance Report Governance, management and control of the Company are split between the shareholders at the AGM, the Board of Directors and the Chief Executive Officer (CEO) under the Swedish Code of Corporate Governance and statutes. NAXS AB (publ) is a Swedish public company, whose shares are traded on Nasdaq Stockholm. The Company conducts its business based on Swedish legislation, primarily the Swedish Companies Act, the Nasdaq Stockholm rules for issuers – which also include the Swedish Code of Corporate Governance – and other relevant regulations and guidelines. Since the Company's shares are traded on Nasdaq Stockholm and the Company must follow the securities market practice in force in the securities market, it applies the Swedish Code of Corporate Governance ("Code"). The text of the Code is available at www.bolagsstyrning.se. This corporate governance report has been prepared in accordance with the Annual Account Act and the Code to describe how the company applied the Code during the fiscal year 2023. The corporate governance report is reviewed by the auditors in accordance with the Annual Accounts Act. Articles of association The Company's name is NAXS AB (publ) and it has its registered office in the municipality of Stockholm. The Company shall directly or indirectly engage in investment activities and in connection therewith, acquire, own, manage and market the investments, shares and other securities and acquire rights and assume obligations related to these investments, or joint investments with companies or funds and related business. The articles of association also contain information on the share capital, number of directors and auditors, as well as provisions regarding the notice and agenda of the AGM. The articles of association are available in their entirety on the Company’s website, www.naxs.se. Board The Board of Directors is responsible for, amongst others, establishing business and investment plans, budgets, policy goals, financial statements, as well as for appointing the CEO. Ownership structure The share capital of the Company amounted as of December 31, 2024, to SEK 750,000 divided into 11,077,585 shares. The number of outstanding shares in the Company at the beginning and at the end of the year was 11,077,585. Each share has one vote. The Company's shares are registered with Euroclear Sweden AB. The quota value per share is SEK 0.068. The shares are traded on Nasdaq Stockholm. The number of shareholders at December 31, 2024, was 4,492.
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Annual Report 2024 Page 20 of 65 Largest shareholders at 31 December 2024, according to Euroclear Sweden AB Owner No of shares Votes and equity in % Tompkins Square Park SARL 7 607 711 68,7 UBS Switzerland AG 603 550 5,4 Eccenovo AB 125 600 1,1 Didrik Hamilton 100 000 0,9 Others 2 640 724 23,8 Total outstanding shares 11 077 585 100.0 AGM 2024 At the AGM on April 4, 2024, 7 shareholders were registered, representing 70.62 percent of the total number of issued shares. The AGM was duly established and resolved, among other things: — to approve the balance sheets and income statements of the Group for 2023 and to grant the Board and CEO relief from liability in respect of the 2023 management; — in accordance with the board's proposal that, the funds at the meeting's disposal shall be allocated as dividends to the shareholders of SEK 4.25 per share and that the company's remaining unrestricted equity shall be carried forward; — to re-elect Dan Gold, Meg Eisner, Nikolai Jebsen, Børge Johansen and Synne Syrrist as Board members, and re-elect Dan Gold as Chairman of the Board; — that remuneration for the board, for the time until the end of the next annual general meeting, shall be paid in a total amount of SEK 918,750, whereof Synne Syrrist, Nikolai Jebsen and Børge Johansen, receives a fee of SEK 306,250 each; — in accordance with the nomination committee’s proposal, elect Meg Eisner (representing QVT Financial LP), Didrik Hamilton (representing himself) and Amaury de Poret (representing himself) were elected members of the nomination committee. Amaury de Poret was elected chairman of the nomination committee; — to adopt guidelines for remuneration of senior executives; — to adopt the Board's proposal to approve the authorization for the repurchase of shares. Shares may be acquired to the extent that the Company’s holding of its own shares, on any occasion, does not exceed 10% of all shares in the Company: Nomination Committee At the AGM 2024, in accordance with the nomination committee's proposal, Meg Eisner (representing QVT Financial LP), Didrik Hamilton (representing himself) and Amaury de Poret (representing himself) were elected members of the nomination committee. Amaury de Poret was elected chairman of the nomination committee The Nomination Committee can be contacted via e-mail to: adp@naccess.se. Principles for appointing the Nomination Committee The annual general meeting shall elect members of the nomination committee. A proposal for members and the chairman of the nomination committee shall be put forward by the current nomination committee. The nomination committee shall consist of three members. One member of the nomination committee shall be the chairman of the board of directors. However, the chairman of the board of directors of the Company shall not be chairman of the nomination committee. In its proposal for a new committee, the nomination committee shall
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Annual Report 2024 Page 21 of 65 consider the shareholder base and the expressed willingness of the largest shareholders in the Company to participate in the nomination committee. The nomination committee's mandate shall be for the period until a new nomination committee has been elected at a subsequent annual general meeting. However, the nomination committee may change the composition of the nomination committee during its mandate period if it deems it appropriate and practical or if it is motivated based on any material changes in the shareholder base (and/or if there has been an expressed interest from a large shareholder to appoint a member to the committee). In such cases, or if a member otherwise leaves the nomination committee for some other reason, the nomination committee shall offer the largest shareholder in turn, as applicable, based on votes, the possibility to appoint a member of the nomination committee for the remainder of that term, provided that there is nothing preventing such representation. However, no shareholder shall have the right to appoint more than one member to the nomination committee. The nomination committee shall vote on the proposed revised composition. No fees shall be paid to the members of the nomination committee. The nomination committee shall pursue the tasks that, according to the Swedish Code of Corporate Governance, are of the responsibility of a nomination committee. AGM NAXS’s highest body is the general meeting, where all shareholders are entitled to participate either in person or by proxy. The AGM elects the Board and Chairman of the Board, approve the Company’s and the consolidated balance sheets and income statements decide on the disposition of the profits and decides to discharge the Board and CEO. The AGM also appoints the Company's auditors. The AGM also decides on the Board remuneration and approves the principles for remuneration and other terms of employment for senior management. At the AGM, each shareholder has as a general rule the right to vote for all of its shares. AGM decisions are taken by a simple majority of the votes cast. To protect the smaller shareholders, certain decisions taken by qualified majority of the votes cast and the shares represented. In addition, as a general rule the shareholders' meeting must not take decisions which may give an unfair advantage to certain shareholders or be detrimental to the Company or other shareholders. AGM 2025 The next Annual General Meeting of shareholders in the Company will be held on April 3, 2025, in Stockholm. This Annual General Meeting will be held in accordance with the Company's by-laws and comply with the requirements of Swedish law. The Board Directors' responsibilities According to the Swedish Companies Act and the Company’s by-laws, the Board of Directors is responsible for establishing comprehensive, long-term strategies and objectives, setting budgets and business plans, review and approve financial statements and make decisions regarding investments and significant changes in the Company's organization and operations. The Board also appoints the CEO and sets his/her salary and other compensation.
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Annual Report 2024 Page 22 of 65 Board composition NAXS’s Board of Directors shall consist of not less than 3 and not more than 8 members, with up to 5 substitutes. During 2024, the board has consisted of five regular members (no deputies). During the financial year, the board consisted of Daniel Gold (chairman of the board), Meg Eisner, Nikolai Jebsen, Børge Johansen and Synne Syrrist. Further information regarding the directors is set forth below: Dan Gold, Chairman of the Board Mr. Gold (born 1968) has built and managed QVT Financial LP (“QVT”) since its inception, starting with a proprietary trading group at Deutsche Bank A.G. He is QVT’s Chief Executive Officer and Chief Investment Officer and a Managing Member of the general partner of QVT. Mr. Gold previously served as a Managing Director of DB Advisors L.L.C. He founded the QVT Group at Deutsche Bank shortly after joining Deutsche Bank in 1992, having previously worked as a proprietary trader at Daiwa Securities America and at Bear, Stearns & Co. Mr. Gold earned an A.B. in Physics from Harvard College. Mr. Gold has an indirect economic interest in NAXS through the shares held by the Majority Shareholder. Mr. Gold is an American citizen and resident. — Shareholding in the Company: 0 — Attendance at board meetings: 7 of 8 — Dan Gold is independent of the Company. He is a nominee of the Company's largest shareholder. Meg Eisner, director Ms. Eisner (born 1986) is a partner at QVT and acts as its Chief Compliance Officer. Prior to joining QVT in 2007, Ms. Eisner earned an A.B. in International Political Economy, summa cum laude, from Fordham University. Ms. Eisner has an indirect economic interest in NAXS through the shares held by the Majority Shareholder. Ms. Eisner has been Chairman of the Company’s Nomination Committee, acting as the representative of QVT and the Majority Shareholder, since 2019. Ms. Eisner is an American citizen and resident. — Shareholding in the Company: 0 — Attendance at board meetings: 8 of 8 — Meg Eisner is independent of the Company. She is a nominee of the Company's largest shareholder. Nikolai Jebsen, director and interim CEO Mr. Jebsen (born 1984) is an independent consultant and investor. He was previously the Chief Financial Officer of Aurora LPG, a publicly traded provider of liquid petroleum gas transportation services, from its inception until its acquisition in 2017. Mr. Jebsen has extensive experience within the equity and debt capital markets from his time with Carnegie, Pareto and SEB, as well as in producing official financial reporting. He holds a BSc in Finance from BI Norwegian Business School. Mr. Jebsen holds dual Norwegian and American citizenship and is a Norwegian resident. — Shareholding in the Company: 0 — Attendance at board meetings: 8 of 8 — Nikolai Jebsen is independent of the Company. He is a nominee of the Company's largest shareholder.
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Annual Report 2024 Page 23 of 65 Børge Johansen, director Mr. Johansen (born 1974) is an independent investor and a board member of Sector Alarm. He was also the Chief Executive Officer of Aurora LPG. Prior to Aurora, Mr. Johansen held research and investment management positions covering the maritime sector at Oslo Asset Management AS and Carnegie Investment Bank. He also brings several years of experience in M&A and corporate finance from engagements at Creo Advisors and Andersen Consulting. He holds an MSc from the Norwegian University of Science and Technology. Mr. Johansen is a Norwegian citizen and resident. — Shareholding in the Company: 0 — Attendance at board meetings: 8 of 8 — Børge Johansen is independent of the Company. He is a nominee of the Company's largest shareholder. Synne Syrrist, director Ms. Syrrist (born 1972) is an independent business consultant and has extensive experience as a non-executive director of both private and public companies. Ms. Syrrist was previously a partner and financial analyst at First Securities AS. She currently serves on the board of several public companies, including Awilco LNG ASA, Awilco Drilling Ltd. and Aqualisbraemar LOC ASA. She holds an MSc from the Norwegian University of Science and Technology and qualified as an authorised financial analyst at the Norwegian School of Economics and Business Administration. Ms. Syrrist is a Norwegian citizen and resident. — Shareholding in the Company: 0 — Attendance at board meetings: 8 of 8 — Synne Syrrist is independent of the Company. She is a nominee of the Company's largest shareholder. Nikolai Jebsen has been CEO since October 7, 2024. Gösta Lundgren, who was CEO for the period 1 January - 6 October 2024, is not part of the board but participates in the board meetings and provides any required information and conducts presentations. NAXS meets the Nasdaq Stockholm stock exchange regulations and the Code's requirements that a majority of the elected board members are independent of the company and the Group management and that at least two of its members are also independent of the company's shareholders. Board Rules The Board's work is governed by the Rules of Proceedings governing the Board's work, decision-making, signatories and meeting schedule, which are adopted annually. The Board follows as a guiding principle a set of proceedings designed that the requirement for a satisfactory information and division of work between the Board and CEO are met. The Board has established specific CEO's instructions set forth in the Board's Rules. The Board monitors the CEO's activities, is responsible for establishing guidelines for the management of the Company and ensures that the Company’s liquid assets are appropriately invested. The Board is also responsible for developing and monitoring the Company's strategies, plans and objectives, taking decisions on acquisitions and disposals of businesses, major investments, appointments and remuneration of the management and ongoing monitoring of operations during the year.
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Annual Report 2024 Page 24 of 65 Chairman The Chairman is responsible for the Board members receiving regularly the information required to monitor the Company's financial position, earnings, liquidity, economic planning and development, to verify that the Board's decisions are implemented in an efficient manner and that the Board's work is duly evaluated. Furthermore, the Chairman is responsible for the organization of the Nomination Committee and participates in its work. The Board's work in 2024 During the fiscal year 2024, the Board of NAXS held 8 meetings, whereof one per capsulam meeting. All meetings were held by telephone and video conferencing. Under the current rules, the Board shall hold at least 5 regular meetings per calendar year. All the regular Board meetings follow a pre-defined agenda, which includes a report from the CEO as well as financial reports, updates on investments, financing issues and strategic issues. Key issues discussed during the fiscal year 2023 included financing issues, investment issues, share repurchase issues and distribution issues. Audit Committee The Company has decided that the entire Board shall be included in the Audit Committee. The Audit Committee's tasks are described in the Board's Rules. The Audit Committee shall inter alia monitor the Company's financial reporting, the effectiveness of the Company's internal controls, risk management on financial reporting, keep itself informed about the audit of annual and consolidated accounts, review and monitor the auditors' impartiality and independence, as well as assist the Nomination Committee in relation to the proposal for the appointment of the auditors. Compensation Committee The Company has decided that the entire Board shall be included in the Compensation Committee. The Remuneration Committee's tasks are described in the Board's Rules. The Remuneration Committee shall, inter alia, examine whether the compensation paid to senior executives (i.e. the CEO) is on market terms. Evaluation of the Board’s work The Chairman of the Board evaluates annually the quality of the Board’s work and what areas of improvements should be targeted to develop the quality and efficiency of the Board's work. The evaluation results are reported to the Nomination Committee. Company Management During 2024, NAXS's Group Management consisted of Gösta Lundgren as CEO for the period 1 January to 6 October. He was succeeded as CEO by Nikolai Jebsen, who is also a member of the Board. Gösta Lundgren remains as CFO of the Company. Gösta Lundgren has extensive experience as a consultant with a focus on interim CFO assignments and on consolidated financial statements for mainly listed companies. Prior to that, Lundgren has been CFO of Korbe Fastigheter KB and Max Matthiessen AB and as auditor of Osborne Johnson Revisionsbyrå AB. Lundgren has been CFO of NAXS AB (publ) since 2007 when the company was formed. Lundgren holds a bachelor's degree in business administration and a law degree from Uppsala University. Gösta Lundgren is a Swedish citizen. Shareholding in NAXS: 12,500 through endowment insurance in own company. The company's CEO The CEO is responsible for the Company's operational management in accordance with the guidelines and instructions of the Board of Directors and shall ensure that the Board receives the information required for decision-making regarding the Company's and Group's financial
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Annual Report 2024 Page 25 of 65 position, earnings, liquidity and development. The CEO attends the board meetings, where he provides the required reporting. Auditors NAXS’s auditors are appointed by the AGM for a period of one year. The current period runs out in 2024, and the next election is thus to take place at the 2025 AGM. The Company's registered accounting firm is Ernst & Young, and its chief auditor is authorized auditor Mona Alfredsson. The external auditor's role is to, on the shareholders' behalf and in accordance with applicable laws and regulations, review the Company's accounts, consolidated accounts, annual report, the Board of Directors and Corporate Governance Report. In addition, the Company's interim report for the third quarter of 2024 was reviewed by the auditors. The chief auditor also submits an audit report to the AGM. Remunerations Board fees In accordance with the decisions of the AGM 2024, the Board of Directors received annual fees amounting to a total of 918,750, whereof Synne Syrrist, Nikolai Jebsen and Børge Johansen, receives a fee of SEK 306,250 each. The 2 QVT representatives on the board did not receive any remuneration. For more information on remuneration paid to the Board and senior executives, see Note 7, Employees and staff costs. Guidelines for remuneration and other benefits for executives’ remuneration Before each AGM, the Board shall develop guidelines regarding salaries and other compensation for the CEO and other senior executives of the Company. The 2024 AGM adopted the proposal submitted by the Board regarding the guidelines for remuneration to the CEO and senior executives. Current guidelines for executive compensation The executive management of NAXS AB (publ) (“NAXS” or the “Company”) fall within the provisions of these guidelines. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2024. These guidelines do not apply to any remuneration decided or approved by the general meeting. The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability In short, the Company’s business strategy is the following. NAXS primarily in private equity funds with a Nordic focus. NAXS may also make direct investments or co-investments alongside private equity or other alternative assets funds. In addition, NAXS may, to a limited extent, make other types of investments. For further information on the Company's business strategy, see https://www.naxs.se/om-naxs/. A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the executive management a competitive total remuneration. No long-term share-related incentive plans have been implemented by the Company. If the Company would implement any long-term share-related incentive plans it would be resolved by the general meeting and any such plans are therefore excluded from these guidelines.
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Annual Report 2024 Page 26 of 65 Variable cash remuneration covered by these guidelines shall aim at promoting the Company’s business strategy and long-term interests, including its sustainability. Types of remuneration, etc. The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 50 per cent of the fixed annual cash salary. For the CEO and other executives, pension benefits, if applicable, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall not qualify for pension benefits unless required for the executive in question by mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 percent of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical insurance and Company cars. Such benefits may amount to not more than 10 percent of the fixed annual cash salary. Termination of employment The notice period may not exceed six months without any right to severance pay if notice of termination of employment is made by the Company. The period of notice may not exceed six months without any right to severance pay when termination is made by the executive. Criteria for awarding variable cash remuneration, etc. The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the Company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The board of directors is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company. Salary and employment conditions for employees In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The decision-making process to determine, review and implement the guidelines The board of directors shall prepare a proposal for new guidelines for executive remuneration at least every fourth year and submit it to the general meeting. The guidelines
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Annual Report 2024 Page 27 of 65 shall be in force until new guidelines are adopted by the general meeting. The board of directors shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. Derogation from the guidelines The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. Financial reporting The Board should document how it ensures the quality of financial reporting and communicating with the auditors. The Board is responsible for the quality of financial reporting in each quarterly report. The Board reviews critically the accounting and financial reports issued by the Company, compliance, and any significant uncertainty in the reporting. The auditors attended two regular meetings of the Board during 2024, which were held digitally via Zoom. The entire Board reviews the interim reports before they are published. The Company's auditors attend the Board meeting in connection with the approval of the Company's annual report. Internal control of financial reporting Internal control The Board is responsible for the internal controls under the Swedish Companies Act and the Code. The following description of internal control and risk management of financial reporting has been prepared in accordance with the Code. NAXS has a centralized organization in the group with a CEO and CFO hired on a consulting basis. The other professionals being engaged on a consultancy basis. The Group has a clear division of responsibilities and internal controls, which is the reason why the need for a separate internal audit function does not exist. Internal control and performance monitoring are conducted at several levels within the Group, both at the subsidiaries’ level and at Group level. Control environment Internal control covers all companies within the Group and includes controlling the accuracy and reliability of reporting and ensuring that the adopted practices and policies are followed. NAXS has established policies and procedures, including rules of proceedings for the Board, instructions for the CEO, instructions for financial reporting, financial and investment policy and authorization rules. Guidelines are also for decisions regarding the costs, private equity fund investments and more. Reporting Instructions are designed to support a relevant reporting that follows the organization’s structure. NAXS accounting policies and principles follow IFRS, which ensures a consistent and rigorous financial reporting. Risk assessment NAXS is exposed to a variety of risks, both externally and internally. The basis for risk management and risk assessment is to identify and analyse the Company's risks. Risk
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Annual Report 2024 Page 28 of 65 management is an integral part of the funds evaluation process to ensure that its policies are followed. Comprehensive risk assessments are carried out and where appropriate lead to specific measures to address existing risks. Control Activities Control activities consist of procedures and procedures that ensure that management's directives are implemented and that set control targets are achieved to manage significant risks. Control activities are carried out in the organisation. The activities include approval, verifications, reconciliations, performance follow-up and distribution of tasks. NAXS assesses the valuations in the fund reports received from the funds on a quarterly basis. Group management conducts regular performance follow-ups that are reported to the Board. Information and communication Appropriate information and communication are essential for the internal control systems to function appropriately. NAXS receives quarterly or semi-annual reports from underlying funds relating the development of each fund. The Company's CFO and interim CEO then compiles a report on the Company's stake in the private equity fund investments and the value of such investments, which is presented to the Board. NAXS is a small organization, which facilitates effective communication and information between the Company’s management and the Board. Follow-up Monitoring is conducted in the ordinary course of business and forms part of the management's regular activities when carrying out their duties. Any weaknesses in internal controls should be reported to the Board.
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Annual Report 2024 Page 29 of 65 Board of Directors’ Report The Board of Directors and the CEO of NAXS AB (publ) (” NAXS”,” the Company”, or the ”Parent Company”), Swedish corporate identification number 556712-2972, are hereby presenting the annual report for the Group and the Parent Company for the financial year 2024. The financial statements are subject to their adoption by the Annual General Meeting of the shareholders to be held on April 3, 2025. Group General operations NAXS is listed on Nasdaq Stockholm. NAXS primarily invests in private equity funds with a Nordic focus. NAXS may also make direct investments or co-investments alongside private equity or other alternative assets funds and may invest up to forty percent of its net asset value in any securities or assets in any jurisdiction. Operations commenced on April 17, 2007, and the Company was listed on First North on May 14, 2007, where it traded until its change of listing to Nasdaq Stockholm on June 8, 2010. The share trades under the designation “NAXS”. NAXS AB, corporate ID 556712-2972 is the Group’s parent company. NAXS AB has its registered office in Stockholm. QVT Financial LP with org.no 156508, with registered office in New York, USA, controls, via Tompkins Square Park SARL, 68.7% of the outstanding shares in NAXS AB. In addition to the parent company, the group consists of the subsidiaries NAXS A/S, registered in Copenhagen, NAXS Nordic Access Buyout AB, registered in Stockholm, and NAXS Nordic Access Buyout AS, registered in Oslo. The Danish and Swedish subsidiaries operate as holding companies for the Group’s investments. Naccess Partners AB is contracted as the investment advisor to the Danish subsidiary NAXS A/S. Objective and investment strategy Overall investment strategy The strategy of NAXS AB (publ) (together, with its subsidiaries, "NAXS") is to seek to produce investment returns commensurate with the risk incurred in making those investments. Investment criteria NAXS may without limitation, except as set forth below, invest in private equity funds, which have one or more of the Nordic countries (Denmark, Finland, Norway and Sweden) as their investment focus. NAXS may without limitation, except as set forth below, invest alongside private equity funds and other alternative assets funds. Up to forty percent of NAXS’s net asset value may be invested in any securities or assets in any jurisdiction. Investment size and diversification NAXS intends to hold a diversified portfolio of investments. However, NAXS may decide based on market conditions to place up to 40 percent of NAXS’s net asset value at the time of the investment in a single investment.
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Annual Report 2024 Page 30 of 65 Financial performance Significant occurrences during the financial year — A decrease of 7.2% in net asset value (NAV) per share (incl. dividend paid). — A MEUR 1.3 investment in Equip Capital SPV SCSp, the continuation vehicle established to acquire 2 portfolio companies (Rush and iteam) from Equip Capital Fund I. — A MEUR 1.7 commitment increase in Celero Capital Fund (E) AB, bringing its total commitment to the fund to MEUR 3.2 (NAXS had made a MEUR 1.5 commitment at the first close of the fund in 2023). — The subscription of 577,636 shares at 1 NOK per share in Awilco Drilling Plc through the exercise of warrants issued as part of the June 2023 new share offering in the company. — NAXS received 26,066 shares in JDE Peet's (listed on Euronext Amsterdam) as an in-kind distribution from JAB Consumer Fund GCB II, amounting to a value of MUSD 0.5 at the time of the distribution. — NAXS' underlying funds acquired 7 new portfolio companies, bringing the total number of portfolio companies acquired since NAXS’s inception to 191 (including the 124 portfolio companies that have been fully divested – see below). — NAXS' underlying funds signed or closed 5 new divestments/exits, bringing the total number of portfolio companies exited since NAXS’s inception to 124). — The 124 total divestments completed since NAXS’s inception have generated an average IRR amounting to 17.4%. — In October, board member Nikolai Jebsen was appointed as interim CEO of NAXS. — The 2024 Annual General Meeting resolved to pay a dividend of SEK 4.25 per share. Net asset value (NAV) KSEK 2024 2023 Private equity fund investments 503 103 639 030 Other Investments 102 548 75 001 Other assets and liabilities -841 -1 192 Net cash 203 600 209 226 Net asset value (NAV) 808 410 922 065 Net asset value per share 72,98 83,24 Changes in Net asset value (NAV) KSEK 2024 2023 Net asset value (NAV) at the beginning of the period 922 065 959 252 Value changes on Private equity fund investments reported through the income statement -78 247 3 107 Value changes on Other Investments reported through the income statement 21 541 10 734 Operating costs -15 921 -16 811 Net financial items 6 057 7 333 Income tax -5 -9 Dividend to shareholders -47 080 -41 541 Net asset value (NAV) at the end of the period 808 410 922 065
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Annual Report 2024 Page 31 of 65 Changes in Private equity fund investments and Other Investments Private equity fund investments Other investments KSEK 2024 2023 2024 2023 At the beginning of the period 639 030 687 989 75 001 60 801 Investments 51 336 65 953 6 601 21 158 Repayments/divestments -109 016 -118 019 -595 -17 692 Net investments -57 680 -52 066 6 006 3 466 Changes in value -83 577 10 407 17 234 11 595 Dividends and interest income - - 595 1 277 Unrealized exchange rate changes 5 330 -7 300 3 712 -2 138 Reported through the income statement -78 247 3 107 21 541 10 734 Reported value at the end of the period 503 103 639 030 102 548 75 001 The total change in value for Private equity fund investments and Other Investments amounts to KSEK -56,707 (13,841). Net cash KSEK 2024 2023 Cash, bank and short-term investments 203 600 209 226 203 600 209 226 Net cash per share, KSEK 18,38 18,89 During the year, cash and cash equivalents were invested in interest-bearing instruments or held on interest-bearing bank accounts, in accordance with the Company’s policy. Changes in net cash KSEK 2024 2023 Net cash at the beginning of the period 209 226 211 668 Investments in Private equity funds -51 336 -65 953 Distributions from Private equity funds 109 016 118 019 Investments in Other Investments -6 601 -21 158 Distributions from Other Investments 595 17 692 Cash flow from operating activities -9 754 -9 501 Cash flow from changes in working capital* -466 - Dividend to shareholders -47 080 -41 541 Net cash at the end of the period 203 600 209 226 * Including exchange rate difference in cash and cash equivalents
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Annual Report 2024 Page 32 of 65 Net financial items KSEK 2024 2023 Interest income 6 172 7 322 Interest expenses -1 -3 Currency effects -114 14 Net financial items 6 057 7 333 Financing The Group is financed with shareholders’ equity. Shareholders’ equity amounted to KSEK 808,410 (922,065) at the end of the year, corresponding to SEK 72.98 (83.24) per share and an equity/asset ratio of 99,8 (99.8) percent. Dividend to shareholders for FY 2023 amounted to KSEK 47,080 (41,541) corresponding to SEK 4.25 (3.75) per share Results and investments Profit after financial items amounted to KSEK -66,575 (4,363). The result is mainly attributable to changes in the value of Private equity fund investments of KSEK amounting to -78,247 (3,107) and in Other Investments amounting to KSEK 21,541 (10,734). The decrease in value of Private Equity Fund investments experienced during the financial year was primarily due the underperformance of one manager in the portfolio, reflecting the more challenging macro-economic environment as well. During the financial year, NAXS invested KSEK 51,336 (65,979) in Private equity fund investments. Repayments from Private equity fund investments amounted to KSEK 102,977 (118,019). KSEK 562 (21,158) was invested in Other Investments and repayments from Other Investments amounted to KSEK 595 (17,692). Environment The Company does not conduct any activity that may require an environmental permit. Parent Company The parent company’s revenues for the financial year amounted to KSEK 557 (591). Net interest amounted to SEK 2,542 (4,131). During the year, own shares were repurchased by subsidiaries, resulting in KSEK 35,298 (-) in profit from participations in subsidiaries The profit/loss before and after tax amounted to KSEK 33,985 (227). Proposal for appropriation of earnings At the disposal of the Annual General Meeting are the following amounts in SEK: Share premium reserve 577 705 947 Retained earnings -95 415 123 Net profit for the year 33 985 086 Total 516 275 910 The Board of Directors and the CEO proposes that available earnings to be appropriated as follows: Dividend, SEK 4.25 per share 47 079 736 To be carried forward 469 196 174 Total 516 275 910 In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate to repurchase own shares to the extent that the Company’s holding of its own shares, on any occasion, does not exceed 10% of all shares in the Company.
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Annual Report 2024 Page 33 of 65 Consolidated income statement KSEK Not 2024 2023 Change in value 4 -56 706 13 841 Operating costs 6 -15 002 -15 893 Cost for personnel 7 -919 -919 Operating profit -72 627 -2 971 Financial items Financial income ** 9 6 058 7 337 Financial expenses** 10 -1 -3 Net Financial items 6 057 7 334 Profit after financial items -66 570 4 363 Income taxes 14 -5 -9 Net profit -66 575 4 354 Attributable to: Equity holders of the parent company -66 575 4 354 Earnings per share, SEK* -6,01 0,39 * Basic and diluted. ** Includes interest calculated in accordance with the effective interest rate method, 6,170 (7,323) The Group’s comprehensive income is consistent with the net profit.
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Annual Report 2024 Page 34 of 65 Consolidated balance sheet Amounts in KSEK Not 2024-12-31 2023-12-31 Assets Private equity fund investments 12 503 103 639 030 Other Investments 13 102 548 75 001 Total non-current assets 605 651 714 031 Other current receivables 15 319 325 Prepaid expenses and accrued income 16 306 178 Cash and cash equivalents 203 600 209 226 Total current assets 204 225 209 729 Total assets 809 876 923 760 Equity 17 Share capital 750 750 Other capital contribution 577 706 577 706 Retained earnings 229 954 343 609 Equity attributable to equity holders of the parent company 808 410 922 065 Total equity 808 410 922 065 Liabilities Accounts payable 346 659 Other current liabilities 51 25 Accrued expenses and deferred income 18 1 069 1 011 Total current liabilities 1 466 1 695 Total liabilities 1 466 1 695 Total equity and liabilities 809 876 923 760
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Annual Report 2024 Page 35 of 65 Consolidated statement of changes in equity Amounts in KSEK Equity attributable to shareholders of the Parent Company Share capital Other contributed capital Retained earnings, incl. profit/ loss for the year Total equity Opening equity 2024-01-01 750 577 706 343 609 922 065 Total comprehensive income Net profit for the year -66 575 -66 575 Other comprehensive income for the year - - Total comprehensive income for the year - - -66 575 -66 575 Value transfers to owners Dividend -47 080 -47 080 Total value transfers to owners - - -47 080 -47 080 Total transactions with the Group's owners for the year - - -47 080 -47 080 Closing equity 2024-12-31 750 577 706 229 954 808 410 Amounts in KSEK Equity attributable to shareholders of the Parent Company Share capital Other contributed capital Retained earnings, incl. profit/ loss for the year Total equity Opening equity 2023-01-01 750 577 706 380 796 959 252 Total comprehensive income Net profit for the year 4 354 4 354 Other comprehensive income for the year - - Total comprehensive income for the year - - 4 354 4 354 Value transfers to owners Dividend -41 541 -41 541 Total value transfers to owners - - -41 541 -41 541 Total transactions with the Group's owners for the year - - -41 541 -41 541 Closing equity 2023-12-31 750 577 706 343 609 922 065
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Annual Report 2024 Page 36 of 65 Consolidated statement of cash flows Amounts in KSEK Note 20 2024 2023 Operating activities Profit after financial items -66 570 4 363 Adjustment for non-cash items, etc. 56 821 -13 855 Sum -9 749 -9 492 Income tax, paid -5 -9 Cash flow from operating activities before changes in working capital -9 754 -9 501 Increase (-)/decrease (+) in operating receivables -121 -289 Increase (-)/decrease (+) in operating liabilities -231 275 Cash flow from operating activities -10 106 -9 515 Investing activities Acquisitions of Private equity fund investments -51 336 -65 953 Repayments of Private equity fund investments 102 977 118 019 Sale of Other Investments -562 -21 223 Acquisitions of Other Investments 595 17 757 Cash flow from investing activities 51 674 48 600 Financing activities Dividend -47 080 -41 541 Cash flow from financing activities -47 080 -41 541 Cash flow during the year -5 512 -2 456 Cash and cash equivalents, beginning of the year 209 226 211 668 Exchange-rate differences in cash and cash equivalents -114 14 Cash and cash equivalents at the end of the year 203 600 209 226
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Annual Report 2024 Page 37 of 65 Parent company income statement Amounts in KSEK Note 2024 2023 Other operating income 5 557 591 Operating costs 6 -3 493 -3 795 Cost for personnel 7 -919 -919 Operating loss -3 855 -4 123 Financial items Profit from shares in group companies 8 35 298 219 Financial income 9 2 543 4 134 Financial expenses 10 -1 -3 Profit/loss after financial items 33 985 227 Income taxes 14 - - Net profit/loss for the year 33 985 227 The result for the year corresponds to the total result for the year.
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Annual Report 2024 Page 38 of 65 Parent company balance sheet Amounts in KSEK Note 2024-12-31 2023-12-31 Assets Non-current assets Financial assets Shares in group companies 11 367 236 422 008 Total financial assets 367 236 422 008 Total non-current assets 367 236 422 008 Current assets Receivables from group companies 71 219 Other current receivables 15 184 327 Prepaid expenses and accrued income 16 306 178 Total current assets 561 724 Cash and cash equivalents 150 455 108 916 Total current assets 151 016 109 640 Total assets 518 252 531 648 Shareholder's equity and liabilities Equity 17 Restricted Share capital 750 750 Total restricted equity 750 750 Non-restricted Share premium reserve 577 706 577 706 Retained earnings -95 415 -48 562 Earnings for the year 33 985 227 Total non-restricted equity 516 276 529 371 Total equity 517 026 530 121 Current liabilities Accounts payable 346 659 Other liabilities 20 - Accrued expenses and deferred income 18 860 868 Total current liabilities 1 226 1 527 Total equity and liabilities 518 252 531 648
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Annual Report 2024 Page 39 of 65 Parent company statement of changes in equity Amounts in KSEK Restricted equity Unrestricted equity Share capital Share premium reserve Retained earnings Profit/loss for the year Total equity Opening equity 2024-01-01 750 577 706 -48 562 227 530 121 Total comprehensive income Profit for the year 33 985 33 985 Total comprehensive income for the year - - - 33 985 33 985 Appropriations of profits 227 -227 0 Dividend -47 080 -47 080 Closing equity 2024-12-31 750 577 706 -95 415 33 985 517 026 Amounts in KSEK Restricted equity Unrestricted equity Share capital Share premium reserve Retained earnings Profit/loss for the year Total equity Opening equity 2023-01-01 750 577 706 -83 789 76 768 571 435 Total comprehensive income Profit for the year 227 227 Total comprehensive income for the year - - - 227 227 Appropriations of profits 76 768 -76 768 0 Dividend -41 541 -41 541 Closing equity 2023-12-31 750 577 706 -48 562 227 530 121
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Annual Report 2024 Page 40 of 65 Parent company statement of cash flows Amounts in KSEK Note 20 2024 2023 Operating activities Profit after financial items 33 985 227 Cash flow from operating activities before changes in working capital 33 985 227 Increase (-)/decrease (+) in operating receivables 163 -509 Increase (-)/decrease (+) in operating liabilities -301 232 Cash flow from operating activities 33 847 -50 Investing activities Investments in financial assets -10 000 -40 000 Divestment / reduction of financial assets 64 772 - Cash flow from investing activities 54 772 -40 000 Financing activities Dividend -47 080 -41 541 Cash flow from financing activities -47 080 -41 541 Cash flow during the year 41 539 -81 591 Cash and cash equivalents, beginning of the year 108 916 190 507 Cash and cash equivalents, end of the year 150 455 108 916
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Annual Report 2024 Page 41 of 65 Notes to the financial statements Note 1. Accounting policies Corporate information The consolidated financial statements for the financial year 2024 for NAXS AB (publ) ("NAXS", "Group", "the Company"), have been prepared by the Board of Directors and the CEO. The Annual Report will be submitted to the Annual General Meeting on April 3, 2025 for approval. The Parent Company is a Swedish limited liability company (publ) listed on Nasdaq Stockholm, with its registered office in Stockholm, with address Nybrogatan 8 114 34 Stockholm, Sweden. NAXS invests mainly in private equity funds with a Nordic focus, but can also make direct investments together with private equity and other funds in alternative assets. NAXS can, to a limited extent, also make other types of investments. The aim is to make the Nordic venture capital market accessible to a wider circle of investors who are also offered liquidity through NAXS' market-listed share. The investment strategy focuses on a selective and diversified fund portfolio. General accounting principles This Annual Report has been prepared in accordance with the following accounting principles. The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS accounting standards) issued by the International Accounting Standards Board (IASB) and the interpretative statements of the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the EU. Furthermore, the Swedish Financial Reporting Council and Recommendation RFR 1 Supplementary Accounting Rules for Groups have been applied. The annual report for the parent company has been prepared in accordance with the Annual Accounts Act, Swedish Financial Reporting Council RFR 2 Accounting for legal entities. Differences between the Parent Company's and the Group's applied accounting principles are due to limitations in the possibilities of applying IFRS in the Parent Company because of the Annual Accounts Act and, in some cases, due to applicable tax rules. The most significant differences are described below under "Differences between the Group's and the parent company's accounting policies". Application of new and amended accounting rules The International Accounting Standards Board (IASB) and the International Financial Reporting Committee (IFRIC) have issued, and the EU has adopted new and revised standards and interpretations with effect from the 2024 financial year. The Group has assessed that the new standards, amendments and interpretations that have entered into force will not have any material effect on the Group's financial results and position. Standards, amendments and interpretations that have not yet entered into force or been approved by the EU and that have not been applied prematurely by the Group. A number of new standards, amendments and interpretations of existing standards have been published but have not yet entered into force. Apart from IFRS 18, which will come into effect for financial years beginning on 1 January 2027, the Group has assessed that the new standards, amendments and interpretations that have not yet entered into force will not have any material effect on the Group's financial results and position. On 9 April, the International Accounting Standards Board (IASB) published a new IFRS® Accounting Standard, IFRS 18. The accounting standard will entail changed and new requirements for presentation and disclosures in the financial statements, with a particular focus on improving the reporting of financial results.
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Annual Report 2024 Page 42 of 65 Reporting according to CSRD and ESEF Introduction NAXS confirms the applicability of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS) as part of its reporting obligations. Currently, NAXS has not implemented any comprehensive ESG policies, but NAXS intends to comply with the statutory minimum requirements. The rules are expected to begin to be complied with for NAXS from 1 January 2026 at the earliest. Environmental factors (ESRS A1-A4) NAXS has no formal environmental strategy, including climate change or biodiversity policy. NAXS monitors these areas and will report any material Impacts, risks and opportunities as they arise. Social factors (ESRS S1-S4) NAXS currently has no formal social responsibility policies, such as human rights due diligence, labour law, or social impact assessments. These areas may be investigated in future reporting. Corporate Governance (ESRS G1) NAXS follows basic governance practices required by Swedish law but has not yet developed a specific framework for ESG governance, such as anti-corruption policies or executive salaries linked to sustainability. Conclusion and future commitments Although NAXS does not have a detailed ESG policy in place, NAXS will monitor what is required of the company under Swedish law. Basis for establishing the parent company and consolidated financial statements The Parent Company's functional currency is the Swedish krona, the reporting currency of the Parent Group. This means that the financial statements are presented in Swedish kronor. All figures, unless otherwise indicated, rounded to the nearest thousand. Rounding differences may occur. Valuation of assets and liabilities is based on historical cost. The following assets and liabilities are valued in other ways: Private equity fund investments and Other Investments are valued at fair value — Valuation of deferred tax assets and liabilities based on how the carrying values of assets or liabilities are realized or settled. — Deferred tax is calculated using the current tax rate. The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The following accounting policies for the Group and parent company have been applied consistently to all periods presented in the consolidated and Parent Company financial statements. Basis of consolidation The consolidated accounts comprise the Parent Company and subsidiaries:
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Annual Report 2024 Page 43 of 65 Subsidiaries are companies that are under a controlling influence from NAXS AB. When assessing whether controlling influence exists, consideration is given to both influence and influence on returns and partly whether de facto control exists. Subsidiaries are reported according to the acquisition method. For more information, see Note 11, Shares in Group companies. When preparing the consolidated financial statements, intra-group transactions and transactions are eliminated. Financial instruments Financial instruments are reported according to IFRS 9 Financial Instruments. Financial instruments that NAXS reports in the balance sheet include, on the asset side, cash and cash equivalents, private equity fund investments and Other Investments. Liabilities include accounts payable. Only the categories that are relevant to the group are described below. Financial assets The Group classifies its financial assets in the following categories: Amortized cost (Hold to collect) and Fair value through the income statement. Classification and valuation of financial assets based on debt instruments is based on the business model applied for the management of the financial asset and the instrument's contractual cash flows. Accrued acquisition value Assets classified as in this category are financial assets that are held for the purpose of collecting contractual cash flows and where these cash flows consist solely of capital amounts and interest. This category includes cash and cash equivalents. Fair value via the income statement, mandatory Financial assets that are managed and evaluated based on fair values are always classified at fair value via the income statement. This category includes Private equity fund investments and Other Investments. Accounting and removal from the balance sheet Purchases and sales of financial assets are reported on the business day, the date on which the Group commits to buy or sell the asset. Financial assets are removed from the balance sheet when the right to receive cash flows from the instrument has expired or has been transferred and the Group has transferred virtually all risks and benefits associated with ownership. Valuation Financial assets are initially measured at fair value plus, in cases where the asset is not recognized at fair value through the income statement, transaction costs directly attributable to the purchase. Transaction costs attributable to financial assets recognized at fair value through profit or loss are expensed directly in the income statement. Holdings of unlisted bonds are usually reported at amortised cost. In 2023, NAXS held publicly traded bonds and were therefore measured at fair value in the income statement. Financial assets with embedded derivatives are regarded as a unit when an assessment is to be made if the cash flows from the asset consist solely of principal amounts and interest. Investments in debt instruments Subsequent valuation of investments in debt instruments depends on the Group's business model for managing the asset and what kind of cash flows the asset gives rise to. The Group classifies its investments in debt instruments in two valuation categories:
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Annual Report 2024 Page 44 of 65 Amortized cost: Assets held for the purpose of collecting contractual cash flows and where these cash flows consist solely of capital amounts and interest, are reported at amortized cost. Interest income from such financial assets is reported as financial income by applying the effective interest method. Gains and losses arising from derecognition from the balance sheet are recognized directly in profit or loss within other gains and losses together with the exchange rate result. Impairment losses are reported on a separate line in the income statement. Fair value through the income statement: Assets that do not meet the requirements for being recognized at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. A gain or loss on a debt instrument that is reported at fair value through the income statement, and which is not included in a hedging relationship is reported net in the income statement in the period when the gain or loss arises. Financial liabilities valued at amortized cost Accounts payable have a short-expected duration and are valued at face value. In addition, the Group has no significant financial liabilities. Transactions, receivables, and liabilities in foreign currency Transactions in foreign currencies are translated at the exchange rate prevailing on the transaction date. Monetary assets and liabilities are translated at the closing date balance sheet date. Exchange differences arising on translation are recognized in the income statement. Non-monetary assets and liabilities are recorded at historical rates, i.e. the rates prevailing at each transaction date except for holdings in Private equity funds which is valuated at fair value through the income statement. Foreign operations The consolidated financial statements are presented in Swedish kronor, the Group's reporting currency. The Company has assessed that the functional currency of the Danish and Norwegian subsidiaries is SEK, i.e. the same as the Parent Company's in accordance with IAS 21.11(a). This means that the functional currency of the subsidiaries is considered to be the same as that of the parent company and effects of exchange rates reported in the income statement under changes in value. Provisions A provision is recognized when as a result of a past event there is a legal or informal obligation and it is likely that it must be met, and the amount can be reliably estimated. Where the effects of when in time the payment is made is material, the provision should be made at the present value of the expenditure which is expected to be required to settle the obligation. Contingent liabilities A contingent liability exists if there is a possible obligation that arises from past events and whose existence will be confirmed only by one or more uncertain future events, and when there is a commitment that is not recognized as a liability or provision because it is unlikely that an outflow of resources will be required, or the liability cannot be measured with sufficient reliability. The disclosure is made unless the possibility of an outflow of resources is remote.
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Annual Report 2024 Page 45 of 65 Income tax Income taxes consist of current and deferred taxes. Income taxes are recognised in the income statement when the tax is attributable to items recognised in the income statement. Income taxes are recognized directly against equity as the tax is attributable to items that are recognized directly in equity. Current tax comprises tax based on taxable income for the current year and any adjustments relating to prior years. Deferred tax is calculated on the differences (temporary differences) between assets and liabilities and taxable values on the other hand, their carrying values. The deferred tax is calculated on the basis of the tax rates that are deemed applicable to the tax regulation. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized only when it is probable that the deductible temporary differences can be utilized and lead to a reduction in future tax payments. The cash flow statement In preparing the cash flow analysis, the indirect method is used. In the application of the indirect method the net change in receipts and disbursements in operating activities is calculated by adjusting the net income for the change in operating assets and liabilities, items not included in cash and items included in cash flow for investing and financing activities. Cash equivalents in the cash flow statement is included in cash when the placements are short term only and is subject to an insignificant risk of changes in value. Reporting by operating segment Operating segments are reported in a manner consistent with the internal reporting provided to the CEO. The CEO is responsible for allocating resources and assessing the operating segments. The group has been identified this function as the CEO. The investment strategy is oriented towards a diversified fund portfolio so that the holdings in the funds be evaluated as a whole, the Group has only one operating segment. Alternative performance measures The definitions for Alternative performance measure such as equity ratio, net asset value, net cash/net debt and gross IRR performance measures are provided on page 15. These alternative performance measures are essential for the understanding and evaluation of NAXS’s business. Differences between the Group and Parent Company The Parent Company follows the same accounting principles as the Group with the following exceptions. Formats The balance sheet and income statement of the Parent Company are established in accordance with what is stated in the Annual Accounting Act. Shares in subsidiaries Shares in subsidiaries are accounted for under the cost method. Group contributions and shareholder contributions Group contributions are reported in accordance with the main rule. Group contributions that the parent company receives from a subsidiary are recognized as financial income. Group contributions made by the parent company to a subsidiary are reported as an increase in participations in group companies. Group contributions that a subsidiary receives from the
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Annual Report 2024 Page 46 of 65 parent company are recognized in the subsidiary in equity. Group contributions made by a subsidiary to the parent company are also recognised in equity. Shareholder contributions made by the parent company are transferred directly to the equity of the recipient and capitalized in shares and participations with the donor, to the extent that impairment is not required. Note 2. Important estimates and assessments In the application of valuation principles, assumptions and estimates are made in relation to factors that are uncertain at the time the valuation. Changes in assumptions could have a significant effect on the financial statements of the periods when the assumptions change. Private equity fund investments are valued at fair value. The Group applies its methods on a consistent basis between periods, but the fair value measurement always requires a significant degree of assessments. Private equity fund investments are valued at fair value according to the methods described on page 43. Private equity fund investments are valued under the fair value method at fair value through the profit and loss statement. All Private equity fund investments are unlisted. The funds follow the IPEV Valuation Guidelines when valuing their holdings. The International Private Equity and Venture Capital Valuation (IPEV) Guidelines set out recommendations, intended to represent the current best practice, on the valuation of Private Capital Investments. Private equity fund investments are valued based on the Company's portion of the value that the fund manager attributes to the fund's total holdings and is normally updated when the new valuation is obtained. The valuations that form the basis of the Private equity investments in NAXS annual report are made during the fourth quarter based on the information available at the time. If NAXS estimates that the fund manager has not sufficiently taken into account factors affecting the value of the underlying holdings, or if the valuation has been considered to differ materially from IFRS rules, NAXS proceeds to a valuation adjustment. Public holdings held by underlying funds are valued based on the holdings' share price at closing. At the end of the financial year, the Company did not adjust the fund managers' valuations to a significant extent. The above-mentioned unlisted holdings constitute important sources of uncertainty in estimates at the end of the reporting period, which entail a significant risk of a material adjustment of the carrying amounts of assets and liabilities in the coming financial year. The unlisted fund holdings are shown in Note 12 and amount to KSEK 503,103 (639,030). The unlisted shares in other financial investments are shown in Note 13 and amount to KSEK 24,165 (18,468). These unlisted holdings have been valued according to the same principles as the unlisted fund holdings. The expected outcome of uncertainty and the range of reasonably possible outcomes in the coming financial year with respect to the carrying amounts of the assets and liabilities concerned are presented in sensitivity analyses in Note 3 and Note 23. Changes in exchange rates by 10 percent affect the result by KSEK +/- 22,784 (+/-30,392) and changes in unobservable data by 10 percent affect the result by KSEK +/- 52,727 (+/-65,750). Based on the controls that it applies, NAXS believes that the actual figures reported in the balance sheet and changes in fair value recognized in the income statement are thorough and balanced and reflect the underlying economic values. while at the same time recognizing that there are several factors that could adversely affect the valuation of the balance sheet and the fund holdings including but not limited to macroeconomic conditions, geopolitical
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Annual Report 2024 Page 47 of 65 events, market liquidity, changes in interest rates, and other unforeseen developments that may impact the valuation of underlying assets and investments. Additionally, non-systemic risks, such as the potential for valuation assumptions or methodologies to be overly optimistic or misaligned with market realities, could also influence the reported values. Review of valuations of fund holding is also made by Naccess Partners AB which provide quarterly an annual review of the reports received from the respective fund managers including valuation. Note 3. Risk exposure and risk management The Company's business, financial condition and results could be impacted by a number of risk factors. NAXS may without limitation, except as set forth below, invest in Private equity funds, which have one or more of the Nordic countries (Denmark, Finland, Norway and Sweden) as their investment focus. NAXS may without limitation, except as set forth below, invest alongside Private equity funds and other alternative assets fund. Up to forty percent of NAXS’s net asset value may be invested in any securities or assets in any jurisdiction. As the interest and therefore the competition for investment in private equity as an asset class increases, the number of investment opportunities with reasonable risk/return profile may decline. Much of the Company's return on invested capital will depend on the respective underlying Private equity funds’ ability and success to generate returns, which in turn is partly due to how skilful the fund managers and their portfolio companies' management teams are in implementing value-enhancing improvements in the portfolio companies. Furthermore, the returns largely depend on the valuation of portfolio companies at the time of the investment and divestment, respectively. Private equity funds generally use leverage to finance their investments. In a situation where a portfolio company's profits do not reach an adequate level and where market interest rates rise, this may result in decreased and even negative returns for Private equity funds. Furthermore, market conditions that make it more difficult or expensive for Private equity funds to obtain loans to finance acquisitions may result in reduced returns compared with historical ones. Private equity funds are dependent on their investors having money available when the funds request drawn downs for investments. Under turbulent market conditions, there is a risk that some investors cannot meet their obligations. This could affect the Company's ability to pursue its investment strategy and affect the underlying funds’ and NAXS’s returns. The Investment Manager has been contracted by the NAXS Group to advise on the Group’s investment activities, under an advisory agreement. If the principals of the Investment Manager cease to work for the Investment Manager, this could have negative consequences for the Company's development, performance and financial position. NAXS is exposed to currency risks in the investments made in Private equity funds denominated in foreign currencies. No hedging is made on the Private equity fund investments.
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Annual Report 2024 Page 48 of 65 NAXS is also exposed to the risks related to the general macro-economic environment, including but not limited to, armed conflicts, trade wars, tariffs, currency and interest rates. Below is a description of financial risk exposure and risk management. Financial risks The main factors that help to limit the risks of NAXS activities are described below: — Careful due diligence for new investments in Private equity funds — Diversified portfolio — Active management and monitoring and relying on the Investment Adviser’s recommendations are the prerequisite for transparency in corporate development and thereby to identify risks. The main financial risks that NAXS is exposed to are market risks, including interest rate risk and currency risk. Price risks In a large extent, the Company's return on invested capital will depend on the respective underlying Private equity fund's performance. NAXS has an investment strategy that results in a diversified portfolio of interests in ten Private equity funds and one special situations fund. Moreover, the returns depend on the valuation of the portfolio companies at investment and divestment. In addition to Private equity fund investments, NAXS owned at year-end listed shares in Scout Gaming Group, Awilco Drilling, Jacktel, Keurig Dr Pepper, Krispy Kreme Doughnuts, JDE Peet’s and Novonesis as well as unlisted shares in Pret Panera, Panera Brands and Reledo AB. At the end of 2024, the carrying value of NAXS' holdings in private equity funds amounted to SEK 503 (639) million, which corresponds to 62 (69) percent of NAXS's equity. The capital is invested in 12 different active private equity funds whereof 2 are special situation funds, as well as in Other Investments in the form of listed shares and in three unlisted co-investments with funds and one unlisted share registered on an alternative list. The total exposure to Private equity fund investments and Other Investments is shown below. Amounts in KSEK 2024-12-31 2023-12-31 Private equity fund investments 503 103 639 030 Other Investments 102 548 75 001 Below are what the effect on the results of a currency change of 10% based on the investments at year-end. Amounts in KSEK 2024 2023 Investments in Private equity funds +/- 50 310 +/- 63 903 Other Investments +/- 10 255 +/- 7 500 Interest rate risks Private equity funds typically use high leverage to finance the investments in their target companies. In a situation where the target companies do not perform well and where market interest rates rise, this may lead to decreasing and even negative returns for Private equity funds.
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Annual Report 2024 Page 49 of 65 Regarding excess liquidity, which is exposed to interest rate risk, the goal is to maximize returns within NAXS’s established policy. In addition, a high flexibility is targeted in order to meet potential new needs for liquidity. The investments are made in interest-bearing securities with short maturity, which means that the interest rate duration is less than 12 months. The total exposure to Cash and cash equivalents is shown below. Amounts in KSEK 2024-12-31 2023-12-31 Cash and cash equivalents 203 600 209 226 Below are what the effect on the results of a change in interest of 1% based on the investments at year-end. Amounts in KSEK 2024 2023 Cash and cash equivalents +/- 2 036 +/- 2 092 Currency exchange rate risks NAXS’s operations are exposed to currency risk in the investments denominated in foreign currencies. No currency hedging is made in view of the long-term investment horizon. The total currency exposure of the Private equity fund investments is shown below. Total investments in foreign currency translated to SEK Amounts in KSEK 2024 2022 EUR 197 316 250 688 NOK 14 595 25 308 USD 15 927 27 922 227 838 303 918 Below are what the effect on the results of a currency change of 10% based on the investments at year-end. Amounts in KSEK 2024 2023 EUR +/-19 732 +/- 25 069 NOK +/- 1460 +/- 2 531 USD +/- 1593 +/- 2 792 As cash and cash equivalents in foreign currencies are exchanged into SEK when they are received, there is no currency risk in cash and cash equivalents. Credit risk Credit risk is the risk of a counterparty or issuer being unable to repay a liability to NAXS. NAXS is exposed to credit risk primarily through the placement of excess liquidity in interest- bearing securities. In order to minimize credit risk excess liquidity is invested in treasury bills and bank accounts with banks with high credit ratings. The total exposure to Cash and cash equivalents is shown below.
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Annual Report 2024 Page 50 of 65 Amounts in KSEK 2024-12-31 2023-12-31 Cash and cash equivalents 203 600 209 226 Below is the effect on results if the counterparty or issuer is unable to meet its commitments corresponding to 10% of cash and cash equivalents based on the balance sheet date's holdings. Amounts in KSEK 2024 2023 Cash and cash equivalents +/- 20 360 +/- 20 923 Commitment Risk NAXS can make commitments up to 130 percent of equity. NAXS may without limitation, except as set forth below, invest in Private equity funds, which have one or more of the Nordic countries (Denmark, Finland, Norway and Sweden) as their investment focus. NAXS may without limitation, except as set forth below, invest alongside Private equity funds and other alternative assets funds. Up to 40 percent of NAXS’s net asset value may be invested in any securities or assets in any jurisdiction. Total exposure to Private equity funds at the end of 2024 amounted to 73 (79) percent of the equity. The remaining fund commitment at the year-end amounts to MSEK 86 (97). Note 4. Changes in value Group KSEK 2024 2023 Value change on Private equity fund investments Unrealized exchange rate fluctuations -83 577 10 407 5 330 -7 300 -78 247 3 107 Of which changes in value determined through valuation techniques -83 577 10 407 Of which changes in value caused by exchange rate changes 5 330 -7 300 Changes in value in Other Investments Dividends 595 584 Interest income - 693 Value changes 17 234 11 595 Unrealized exchange rate fluctuations 3 712 -2 138 21 541 10 734 Of which changes in value determined on an active market 11 918 11 337 Of which changes in value determined through valuation techniques 5 316 258 Of which changes in value caused by exchange rate changes 3 712 -2 138 Total reported changes in value -56 706 13 841
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Annual Report 2024 Page 51 of 65 Changes in value caused by changes in exchange rates are calculated by comparing the exchange rate at the date of acquisition/beginning of the year and end of the year. It is the relevant fund's reporting currency that is the basis for calculation. Note 5. Other operating income Parent Company KSEK 2024 2023 Management fees 557 591 Total 557 591 Note 6. Other external expenses Group Parent Company KSEK 2024 2023 2024 2023 Remuneration to the investment advisor 8 183 9 052 - - Carried interest to the investment advisor 2 662 2 518 - - Other consulting fees 1 557 3 486 1 168 3 137 Other expenses 2 600 837 2 324 658 Total 15 002 15 893 3 492 3 795 Auditors' fees are included in other professional fees in amounts as follows: Group Parent Company KSEK 2024 2023 2024 2023 Ernst & Young AB Auditing 796 770 633 567 Auditing in addition to the audit assignment 90 - - - Tax Advice - - - - Other Services - - - - Total remuneration to auditors 886 770 633 567 Auditing assignments involve the review of the accounting and annual financial statements, of the Board of Directors and the CEO. Audit outside of the auditing assignment relates to the costs of quality audits, such as review of prospectuses. Other expenses relate to costs that are not classified as Audit, Accounting Operations, or tax advice. Note 7. Employees and personnel expenses The CEO and CFO are employed on a consultancy basis, as well as for other administrative functions.
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Annual Report 2024 Page 52 of 65 Salaries and remuneration to the Board of Directors and the CEO 2024 2023 Board and CEO Variable remuneration Board and CEO Variable remuneration Sweden Parent Company 919 - 919 - Denmark - - - - Norway - - - - Total 919 - 919 - Salaries, remuneration and social security costs Group Parent Company KSEK 2024 2023 2024 2023 Salaries and other remuneration 919 919 919 919 Contractual pensions for the Board and CEO - - - - Contractual pensions to others - - - - Other social security costs - - - - Total 919 919 919 919 Proportion of men Group Parent Company 2024 2023 2024 2023 Board of Directors 55% 60% 55% 60% Group Management 100% 100% 100% 100% Remuneration and other benefits during the year Parent Company 2024 2023 Base salary/ board remuneration Base salary/ board remuneration Dan Gold - Meg Eisner - Nikolai Jebsen 306 306 Börge Johansen 306 306 Synne Syrrist 306 306 Other senior executives (0 people) - - Total 919 919 The remuneration to the Board of Directors for the period until the Annual General Meeting 2024 amounted to SEK 918,750. In accordance with a resolution at the Annual General Meeting, it was resolved that the remuneration to the Board of Directors would be the same for the period until the Annual General Meeting 2024. Nikolai Jebsen took over as interim CEO on October 7. Remuneration in the form of consultancy fees to Nikolai Jebsen for the work as CEO amounted to SEK 99,999 (-) excluding VAT and to Gösta Lundgren for the work as CEO and CFO amounted to SEK 1,694,777 (1,740,000) excluding VAT for 2024. The fee has been paid to companies owned by Jepson and Lundgren respectively. There are no agreements on severance pay. The notice period for the assignment as CEO is 3 months.
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Annual Report 2024 Page 53 of 65 Note 8. Results from shares in group companies Parent Company KSEK 2024 2023 Profit from repurchase of shares in NAXS A/S 35 227 - Received group contribution 71 219 Total 35 298 219 Note 9. Interest income and similar items Group Parent Company KSEK 2024 2023 2024 2023 Interest income Interest revenue from liquid assets 6 170 7 323 2 543 4 134 Net exchange-rate changes -112 14 - - Total 6 058 7 337 2 543 4 134 Note 10. Financial expenses Group Parent Company KSEK 2024 2023 2024 2023 Interest expenses Others -1 -3 -1 -3 Total -1 -3 -1 -3 Note 11. Participation in Group companies Parent Company KSEK 2024-12-31 2023-12-31 Accumulated acquisition value At the beginning of the year 422 008 382 008 Shareholder’s contribution 10 000 40 000 Repurchase of shares in NAXS A/S -64 772 - At the end of the year 367 236 422 008 Specification of participations in Group companies Group companies, Corp. Reg. No., registered office Number of shares % of share capital and voting rights Bokfört värde 2024-12-31 NAXS Nordic Access Buyout AS, 990 796 114, Oslo 100 100 8 172 NAXS A/S, 34801525, Copenhagen 1 227 500 100 288 789 NAXS Nordic Access Buyout AB, 556735-9947, Stockholm 1000 100 70 275 Total 367 236
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Annual Report 2024 Page 54 of 65 Note 12. Private equity fund investments Group KSEK 2024-12-31 2023-12-31 Unlisted holdings measured at fair value 503 103 639 030 Total 503 103 639 030 Participations in Private equity funds 2024 2023 Opening balance 639 030 687 989 Investments 51 336 65 953 Distributions -109 016 -118 019 Reported profit through profit and loss -78 247 3 107 Reported valuation at year end 503 103 639 030 The table below summarizes NAXS’s commitments to private equity funds (in alphabetical order). Fund Commitment Year Commitment Currency Initial Commitment Amount in (000s) 2024-12-31 2023-12-31 Apax Europe VII LP 2007 EUR 15 000 15 000 Celero Capital I 2023 EUR 3 200 1 500 Equip Capital Fund I LP 2020 NOK 20 000 20 000 Equip Capital SPV SCSp 2024 EUR 1 328 - JAB Consumer fund - GCB II 2018 USD 5 000 5 000 JAB Consumer fund - GCB III 2019 EUR 5 000 5 000 JAB Consumer Partners - JCP V 2022 EUR 5 000 5 000 Mimir Invest AB 2017 SEK 50 000 50 000 Mimir Industries AB 2022 SEK 75 000 75 000 Nordic Capital CV1 2018 EUR - 2 000 Nordic Capital X LP 2020 EUR 2 000 2 000 Nordic Capital Evo Fund I LP 2021 EUR 1 000 1 000 Valedo Partners Fund II AB 2011 SEK 65 000 65 000 In addition, NAXS had at December 31, 2024, a commitment to 1 private equity fund that had exited all its portfolio companies and was in a dissolution process (Nordic Capital CV1). At the end of 2024, NAXS’s total exposure to Private equity fund investments amounted to MSEK 589, of which Private equity fund investments amounted to MSEK 503 and remaining commitments to MSEK 86. Via the fund holdings, NAXS has an exposure to 67 (66) companies, where the 10 largest portfolio companies account for approximately 43% (54%) of the NAXS's net asset value, and no single portfolio company account for more than 15% (18%) of NAXS's net asset value.
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Annual Report 2024 Page 55 of 65 Note 13. Other Investments Group KSEK 2024-12-31 2023-12-31 Listed holdings measured at fair value 78 383 56 533 Unlisted holdings measured at fair value 24 165 18 468 Total 102 548 75 001 Other Investments 2024 2023 Opening balance 75 001 60 801 Investments 6 601 21 223 Distributions/Divestments -595 -17 757 Value changes 21 541 10 734 Reported value at year end 102 548 75 001 See description of other financial investments in Note 23 The table below describes NAXS 'holdings of other financial investments. Company Sector Type of instrument Date of initial investment Reported value, 2024.12.31 MSEK Reported value, 2023.12.31 MSEK Scout Gaming Group iGaming listed share (Nasdaq First North) Q4 2017 0.0 0.1 Awilco Drilling Energy listed share (Euronext Growth Oslo) Q1 2018 29.8 13.4 Keurig Dr Pepper Consumer goods & services listed share Nasdaq (NY) Q3 2020 23.2 21.9 Pret Panera Food & beverage unlisted share Q4 2020 2.1 2.6 Krispy Kreme Food & beverage listed share (Nasdaq NY) Q1 2021 4.7 6.5 Jacktel Energy unlisted share (registered on Euronext NOTC) Q1 2022 12.6 11.9 Novonesis Biotechnology listed share (Nasdaq Copenhagen) Q4 2022 3.2 2.8 Reledo Business Services unlisted share Q2 2023 9.7 5.7 Panera Brands Food & beverage unlisted share Q2 2023 12.3 10.2 JDE Peet’s Food & beverage listed share (Euronext Amsterdam) Q4 2024 4.9 - Total 102.5 75,0
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Annual Report 2024 Page 56 of 65 Note 14. Taxes Group Parent Company KSEK 2024 2023 2024 2023 Current tax Tax expenses for the year -5 -9 - - -5 -9 - - Deferred tax - - - - Total reported tax -9 -9 - - Reconciliation of actual tax Group Parent Company Tax-rate % 2024 Tax-rate % 2024 Profit before tax -66 570 33 985 Tax according to applicable tax rate 20,6% 13 714 20,6% -7 001 Effect of other tax rates for foreign subsidiaries -0,8% -506 0,0% 0 Tax effect of non-taxable income 17,0% 11 298 -21,4% 7 257 Tax effect in non-deductible expenses -32,6% -21 717 0,0% 0 Loss that cannot be utilized -4,5% -2 996 0,8% -256 Utilisation of previously uncapitalised deficit 0,3% 207 0,0% 0 Other taxes 0,0% -5 0,0% 0 Reported tax 0,0% -5 0% 0 Non-taxable income consists mainly of received dividends and non-deductible expenses consists mainly of reversed value changes from the funds exited portfolio companies during the year. Reconciliation of actual tax Group Parent Company Tax-rate % 2023 Tax-rate % 2023 Profit before tax 4 362 227 Tax according to applicable tax rate 20,6 -899 20,6 -47 Effect of other tax rates for foreign subsidiaries 25,2 -1 100 0,0 - Tax effect of non-taxable income -36,2 1 581 -0,4 1 Loss that cannot be utilized -9,6 419 -20,3 46 Other taxes 0,2 -9 0,0 - Reported tax 0,2 -9 0 0 Unrecognized deferred tax assets Group Parent Company 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Attributable to tax losses 10 627 10 554 7 287 7 031 10 627 10 554 7 287 7 031 The tax losses are attributable to the Swedish and Norwegian operations which are not expected to be utilized in the future. The deficits have no time limit.
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Annual Report 2024 Page 57 of 65 Note 15. Other current receivables Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 183 130 183 130 Other current receivables - 49 - 49 136 146 1 148 Total 319 325 184 327 Note 16. Prepaid expenses and accrued income Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Accrued income - 8 - 8 Prepaid insurances 23 23 23 23 Other prepaid expenses 283 147 283 147 Total 306 178 306 178 Note 17. Equity Group Share capital in the Parent Company The share capital amounted as of December 31, 2024, to SEK 750,000 divided into 11,077,585 shares. Each share has one vote. The quota is SEK 0,068 per share. The number of outstanding shares in the company at the beginning and at the end of the financial year was 11,077,585. Other contributed equity Refers to equity contributed by shareholders. It also includes premiums paid in connection with new stock issues. Retained earnings, including income for the year Retained earnings, including income for the year, consist of accumulated income in the Parent Company and its subsidiaries. Parent Company Unrestricted equity Share premium reserve When shares are issued at a premium, that is, when the price to be paid for the shares exceeds the nominal value of the shares, an amount equivalent to the amount above the nominal value of the shares will be transferred out of the share premium reserve. The share premium reserve is recognized as unrestricted equity. Unrestricted equity Retained earnings Retained earnings consist of the preceding year’s unrestricted equity after any transfer to statutory reserve and after any dividend payment. Retained earnings, together with net income for year, comprise the total unrestricted equity in the Company, i.e. the funds available for the dividend to shareholders.
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Annual Report 2024 Page 58 of 65 Distributions The Board of Directors proposes to the Annual General Meeting a dividend for the fiscal year 2024, see the proposal for appropriation of earnings in note 24. In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate. Earnings per share Group 2024 2023 Net profit attributable to equity holders in the parent company, KSEK -66 575 4 354 Weighted average number of shares outstanding during the year, thousands 11 077 585 11 077 585 Profit per share (basic and diluted), SEK -6,01 0,39 Capital management NAXS is financed with equity. Note 18. Accrued expenses and prepaid revenues Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Accrued Board fee 695 695 695 695 Other accrued expenses 374 316 165 173 Total 1 069 1 011 860 868 Other accrued expenses pertain primarily to accrued overheads. Note 19. Pledged assets and contingent liabilities Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Pledged assets Inga Inga Inga Inga Contingent liabilities Inga Inga Inga Inga The Group has made investment commitments, see Note 23.
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Annual Report 2024 Page 59 of 65 Note 20. Notes to cash flow statement Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Adjustment for non-cash items Change in value 56 707 -13 841 - - Unrealized exchange-rate differences 114 -14 - - Total 56 821 -13 855 - - Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Dividend received 595 584 - - Interest received 6 170 7 331 2 543 4 134 Interest paid 1 3 1 3 Note 21. Transactions with related parties In addition to the remuneration of directors and board as described in Note 7 has as previous year no transactions with related parties occurred during the fiscal year. Other related parties are QVT Financial LP which holds 68.7% of the capital. Of the dividend decided by the Annual General Meeting, QVT Financial LP received KSEK 32,333 (28,529) in dividend. Note 22. Cash and cash equivalents Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Cash and cash equivalents in cash flow statements Cash on hand and balances with banks 203 600 209 226 150 455 108 916 Total 203 600 209 226 150 455 108 916 Reconciliation with balance sheet Group Parent Company KSEK 2024-12-31 2023-12-31 2024-12-31 2023-12-31 Cash and cash equivalents 203 600 209 226 150 455 108 916 Total 203 600 209 226 150 455 108 916
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Annual Report 2024 Page 60 of 65 Note 23. Financial assets and liabilities KSEK Group 2024 Category Amortized cost Mandatory at fair value through the income statement Total reported value Valuation Private equity fund investments 503 103 503 103 Other Investments 102 548 102 548 Other short-term receivables 318 318 Cash and cash equivalents 203 600 203 600 Total financial assets 203 919 605 651 809 570 Accounts payable 346 346 Other current liabilities 1 1 Accrued expenses 1 069 1 069 Total financial liabilities 1 416 - 1 416 KSEK Group 2023 Category Amortized cost Mandatory at fair value through the income statement Total reported value Valuation Private equity fund investments 639 030 639 030 Other Investments 75 001 75 001 Other short-term receivables 325 325 Accrued income 8 8 Cash and cash equivalents 209 226 209 226 Total financial assets 209 559 714 031 923 590 Accounts payable 659 659 Other current liabilities 25 25 Accrued expenses 1 011 1 011 Total financial liabilities 1 695 - 1 695 Disclosures for measurement at fair values in accordance with the fair value hierarchy Level 1 – Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2 – Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3 – Techniques which use inputs that are not based on observable data.
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Annual Report 2024 Page 61 of 65 As of December 31, 2024, the Group held the following financial assets and liabilities measure at fair value: Assets Level 1 Level 2 Level 3 Total Financial assets at fair value through profit or loss Private equity fund investments - - 503 103 503 103 Other Investments 78 383 - 24 165 102 548 78 383 - 527 268 605 651 As of December 31, 2023, the Group held the following financial assets and liabilities measure at fair value: Assets Level 1 Level 2 Level 3 Total Financial assets at fair value through profit or loss Private equity fund investments - - 639 030 639 030 Other Investments 56 533 - 18 468 75 001 56 533 - 657 498 714 031 There are no significant liabilities that are valued at fair value. In 2024, there was a transfer between levels of the fair value hierarchy from Private equity fund investments to Other Financial Investments when JAB Consumer Fund - GCB II distributed the shares in JDE Peet's N.V. Fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. A market is considered active if quoted prices from an exchange, broker, industry group, pricing service or supervisory body is readily and regularly available and those prices represent actual and regularly occurring market transactions on arm's length. The quoted market price used for the Group's financial assets is the current bid price. These instruments can be found in level 1. Fair value of financial instruments not traded in an active market is determined using valuation techniques. In this respect, public market information is used as much as possible when this is available while the company-specific information is used as little as possible. If all of the significant inputs needed for fair value measurement of an instrument are observable, the instrument is classified in level 2. In cases where one or more of the significant inputs are not based on observable market data, the instrument is classified in level 3. NAXS’s Private equity fund investments and three of the investments reported in Other Investments are classified in Level 3. The Company's specific valuation techniques and critical estimates are reported under accounting policies. For those instruments in the balance sheet that are not measured at fair value, NAXS believe that the carrying amount is a reasonable approximation to fair value for these instruments. Valuation techniques and significant unobservable input data for holdings belonging to level 3 Level 3 includes units in private equity funds and unlisted units included in Other Investments. The Company's holdings in private equity funds, which all are unlisted investment funds, are valued using an alternative valuation method for which observable inputs are not available. For private equity funds, this implies that valuations are based on prices and unit values received from the fund manager. The Private equity funds use the International Private Equity and Venture Capital (IPEV) Valuation Guidelines when valuing
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Annual Report 2024 Page 62 of 65 their holdings. These international guidelines contain recommendations on the valuation of private equity investments that are intended to reflect the current best practices. The valuation therefore follows accepted valuation principles for calculating fair values. The fair value is calculated by the underlying assets being valued at the market and setting the price by the fund manager. If NAXS assesses that the fund manager's valuation has not sufficiently considered factors that affect the value of the underlying holdings, or if the valuation made is deemed to deviate materially from the accounting principles for fair valuation, an adjustment of the value is made. In case Private equity funds have listed holdings, these are valued based on the share price of the holdings on the balance sheet date. Unlisted holdings in Other Investments consists of 3 co-investments in unlisted companies made together with Private equity funds. The fund managers manage these and value these holdings in the same way as described above for units in Private equity funds. Based on the controls applied, NAXS considers that the fair values recognised in the balance sheet and changes in fair value recognised in the profit and loss account are well prepared and balanced and reflect the underlying economic values. The sensitivity table below shows the effect on profit before tax in SEK million in the event of changes in unobservable data, defined as the net asset value (NAV rate), at a change of 10 percent. Amounts in KSEK Fair value +/- 10 % Private equity fund investments 503 103 +/- 50 310 Other Investments 24 165 +/- 2 417 527 268 +/- 52 727 Underlying assumptions and assessments are made by the respective fund managers. To measure fair value, fund managers use data that is not observable in the market in their valuation techniques. Material unobservable data includes but is not limited to EBITDA and EBIT multiples (adjusted or unadjusted, based on budgeted/forward-looking EBITDA expectations and EBITDA and EBIT multiples for comparable listed companies for a corresponding period), discount rates, capitalization rates, share price/book value, and P/E ratio and enterprise value/sales multiples. Other factors which can affect the valuations are for example credit ratings as well the physical and geographical location of assets. A significant proportion of the investments are valued at EBITDA and EBIT multiples. The EBITDA and EBIT multiples used show a wide range. The underlying assumptions and interpretation of the data and other factors is made by the respective fund managers. Although NAXS considers its fair value assessments to be reasonable, the application of different methodologies and unobservable data to the underlying investments in the private equity funds may lead to different fair value valuations. Due to the number of unobservable data used in the valuation of the investments and their broad spectrum, in particular in terms of profit multiples, a sensitivity analysis of underlying unobservable data factors does not yield any meaningful outcomes. NAXS is of the view that diversified private equity investments theoretically provide good risk diversification. The private equity funds that NAXS has invested in have investments in different geographical areas and different industries. In addition, the private equity funds have different vintages, and each fund has several holdings in different companies that totalled 67 (66) at the end of the financial year. However, the NAXS portfolio may occasionally experience a certain concentration on one or more investments, depending on factors such
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Annual Report 2024 Page 63 of 65 as the pace of investments, the size of commitments to private equity funds and the valuation evolution of the underlying investments. Despite good theoretic risk diversification, changes in input data in the valuation of the private equity funds' investments affect the value of NAXS' Private equity fund investments, as shown below. Change in value of NAXS Private equity investments by quarter, years 2022–2024. The private equity funds that NAXS has invested in report in different currencies. Note 3 presents a sensitivity analysis of the company's currency risk. The following table shows the changes of instruments at level 3 in 2024. Valued at fair value Funds Other Investments Summa Opening balance 639 030 18 468 657 498 Investments 51 336 - 51 336 Distributions/divestments -109 016 382 -108 634 Gains and losses recognized in profit or loss -78 247 5 315 -72 932 Closing balance 503 103 24 165 527 268 The following table shows the changes of instruments at level 3 in 2023. Valued at fair value Funds Other Investments Summa Opening balance 687 989 2 269 690 258 Investments 65 953 16 118 82 071 Distributions/divestments -118 019 -177 -118 196 Gains and losses recognized in profit or loss 3 107 258 3 365 Closing balance 639 030 18 468 657 498 46,832,338,664,60,511,812,8-21,91,4-31,6-45-3-50-30-1010305070Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024Change in value, MSEK
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Annual Report 2024 Page 64 of 65 Note 24. Proposal for appropriation of earnings At the disposal of the Annual General Meeting are the following amounts in SEK: Share premium reserve 577 705 947 Retained earnings -95 415 123 Net profit for the year 33 985 086 Total 516 275 910 The Board of Directors and the CEO proposes that available earnings to be appropriated as follows: Dividend* 47 079 736 To be carried forward 469 196 174 Total 516 275 910 * SEK 4.25 per share In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate to repurchase own shares to the extent that the Company’s holding of its own shares, on any occasion, does not exceed 10% of all shares in the Company. Note 25. Events after the year-end No significant events have occurred after the end of the fiscal year.
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Annual Report 2024 Page 65 of 65 The Board of Directors’ certification The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS Accounting Standards) as adopted by the EU and give a true and fair view of the Group's financial position, results of operations and cash flow. The Parent Company's annual accounts have been prepared in accordance with the Annual Accounts Act and generally accepted accounting principles in Sweden and give a true and fair view of the Parent Company's financial position, results of operations and cash flow. The Board of Directors' Report gives a true and fair view of the development of the Group's and the Parent Company's operations, financial position and results and describes the significant risks and uncertainties faced by the Parent Company and the companies included in the Group. Signed electronically. Dating according to our electronic signatures NAXS AB (publ), Corp. Reg. No. 556712-2972 Daniel Gold Margaret (Meg) Eisner Børge Johansen Chairman Director Director Synne Syrrist Nikolai Jebsen Director Director and interim CEO Our Auditor’s Report was submitted on the date which appears according to our electronic signature Ernst & Young AB Mona Alfredsson Authorized/Approved Public Accountant
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THIS IS A TRANSLATION FROM THE SWEDISH ORIGINAL 1 | 4 Auditor’s report To the general meeting of the shareholders of NAXS AB (publ), corporate identity number 556712-2972 Report on the annual accounts and consolidated accounts Opinions We have audited the annual accounts and consolidated accounts of NAXS AB (publ) except for the corporate governance statement on pages 19-28 for the year 2024. The annual accounts and consolidated accounts of the company are included on pages 19-65 in this document. In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2024 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2024 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 19-28. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group. Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11. Basis for Opinions We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Key Audit Matters Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements. Valuation of fund units and other financial investments at fair value in level 3 Description of the area Fund units measured at fair value in level 3 amount to SEK 503 million in the consolidated balance sheet and other financial investments measured at fair value in level 3 amount to SEK 24 million in the consolidated balance sheet. The company's valuation of fund units at fair value in level 3 has been considered to be a particularly significant area due to the fact that the amounts are material for the financial reporting as a whole and that the valuation is associated with assessments. In accordance with the applicable accounting framework, financial instruments at fair value shall be divided into fair value hierarchies (levels 1, 2 and 3). Level 3 consists of assets where there is no directly or indirectly observable input. The company's fund units are reported in level 3. For level 3 fund units, fair values are determined using reporting by external managers. If the company deems that the fund administrator's valuation has not sufficiently taken into account factors that affect the value of the underlying or if the valuation made is deemed to deviate significantly from fair value, an adjustment is made to the value. The accounting principles are presented in Note 1, estimates and assessments are presented in Note 2 and Note 12 "Fund units in private equity funds" provide information on revaluations, and in Note 23 "Financial assets and liabilities" the principles for fair value and the classification in levels and principles for this are stated. How this area was taken into account in the audit In our audit, we have evaluated NAXS process for valuation of fund units and other financial investments. We have further reviewed the recorded values to the fund administrators’’ valuation and any adjustments made by the company. We have also reviewed disclosures provided in the financial statements regarding fund units and other financial instruments.
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THIS IS A TRANSLATION FROM THE SWEDISH ORIGINAL 2 | 4 Other Information than the annual accounts and consolidated accounts This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-18. The other information also includes the remuneration report and were obtained before the date of this auditor’s report. The Board of Directors and the Managing Director are responsible for this other information. Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company’s and the group’s ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so. Auditor’s responsibility Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: ► Identify and assess the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ► Obtain an understanding of the company’s internal control relevant to our audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. ► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Managing Director. ► Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company’s and the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company and a group to cease to continue as a going concern. ► Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation. ► Plan and perform the group audit to obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated accounts. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our opinions. We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any significant deficiencies in internal control that we identified. We must also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or related safeguards applied. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes disclosure about the matter.
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3 | 4 Report on other legal and regulatory requirements Report on the audit of the administration and the proposed appropriations of the company’s profit or loss Opinions In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of NAXS AB (publ) for the year 2024 and the proposed appropriations of the company’s profit or loss. We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year. Basis for opinions We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Responsibilities of the Board of Directors and the Managing Director The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group’s type of operations, size and risks place on the size of the parent company's and the group’s equity, consolidation requirements, liquidity and position in general. The Board of Directors is responsible for the company’s organization and the administration of the company’s affairs. This includes among other things continuous assessment of the company’s and the group’s financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the company’s financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors’ guidelines and instructions and among other matters take measures that are necessary to fulfill the company’s accounting in accordance with law and handle the management of assets in a reassuring manner. Auditor’s responsibility Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect: ► has undertaken any action or been guilty of any omission which can give rise to liability to the company, or ► in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. Our objective concerning the audit of the proposed appropriations of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act. As part of an audit in accordance with generally accepted auditing standards in Sweden, we exercise professional judgment and maintain professional skepticism throughout the audit. The examination of the administration and the proposed appropriations of the company’s profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with starting point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company’s situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss we examined the Board of Directors’ reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the Companies Act.
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THIS IS A TRANSLATION FROM THE SWEDISH ORIGINAL 4 | 4 The auditor’s examination of the ESEF report Opinion In addition to our audit of the annual accounts and consolidated accounts, we have also examined that the Board of Directors and the Managing Director have prepared the annual accounts and consolidated accounts in a format that enables uniform electronic reporting (the Esef report) pursuant to Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528) for NAXS AB (publ) for the financial year 2024. Our examination and our opinion relate only to the statutory requirements. In our opinion, the Esef report has been prepared in a format that, in all material respects, enables uniform electronic reporting. Basis for opinion We have performed the examination in accordance with FAR’s recommendation RevR 18 Examination of the ESEF report. Our responsibility under this recommendation is described in more detail in the Auditors’ responsibility section. We are independent of NAXS AB (publ) in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of the Esef report in accordance with Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), and for such internal control that the Board of Directors and the Managing Director determine is necessary to prepare the Esef report without material misstatements, whether due to fraud or error. Auditor’s responsibility Our responsibility is to obtain reasonable assurance whether the Esef report is in all material respects prepared in a format that meets the requirements of Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), based on the procedures performed. RevR 18 requires us to plan and execute procedures to achieve reasonable assurance that the Esef report is prepared in a format that meets these requirements. Reasonable assurance is a high level of assurance, but it is not a guarantee that an engagement carried out according to RevR 18 and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Esef report. The audit firm applies ISQM 1 Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management, including policies and procedures regarding compliance with professional ethical requirements, professional standards and applicable legal and regulatory requirements. The examination involves obtaining evidence, through various procedures, that the Esef report has been prepared in a format that enables uniform electronic reporting of the annual and consolidated accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the report, whether due to fraud or error. In carrying out this risk assessment, and in order to design audit procedures that are appropriate in the circumstances, the auditor considers those elements of internal control that are relevant to the preparation of the Esef report by the Board of Directors and the Managing Director, but not for the purpose of expressing an opinion on the effectiveness of those internal controls. The examination also includes an evaluation of the appropriateness and reasonableness of assumptions made by the Board of Directors and the Managing Director. The procedures mainly include a validation that the Esef report has been prepared in a valid XHTML format and a reconciliation of the Esef report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of whether the consolidated statement of financial performance, financial position, changes in equity, cash flow and disclosures in the Esef report have been marked with iXBRL in accordance with what follows from the Esef regulation. The auditor’s examination of the corporate governance statement The Board of Directors is responsible for that the corporate governance statement on pages 19-28 has been prepared in accordance with the Annual Accounts Act. Our examination of the corporate governance statement is conducted in accordance with FAR´s standard RevR 16 The auditor´s examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions. A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act. Ernst & Young AB was appointed auditor of NAXS AB (publ) by the general meeting of the shareholders on 4 April 2024 and has been the company’s auditor since 28 February 2010. Stockholm on the day shown in our electronic signature Ernst & Young AB Mona Alfredsson Authorized Public Accountant