CIDRON ROMANOV LIMITED
ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
TABLE OF CONTENTS
Pages
Report of the Directors
2 to 3
Statement of Directors' responsibilities in respect of the financial statements
4 to 5
Independent Auditor's Report
6 to 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 to 24
CIDRON ROMANOV LIMITED
______________________________________________________________________________________
1
REPORT OF THE DIRECTORS
ACTIVITIES
RESULTS AND DIVIDENDS
GOING CONCERN
FINANCIAL RISK MANAGEMENT
The total comprehensive loss for the year amounted to SEK 750,332 (2023: SEK 1,355,940).
The Directors did not recommend a dividend for the year (2023: nil).
The Company was established as a special purpose vehicle to facilitate the financing requirements of the
Nordax Group. Although the Company’s statement of financial position is in a net liability position of SEK
15,262,240 (2023: SEK 14,511,908), this arises largely from the issuance of the PIK notes and the related
accrued interest. The PIK notes are not due for a minimum period of one year and it is expected that the
proceeds from the Company's related party loans receivable, along with additional financial support from the
shareholders, as defined within the letter of support, will be sufficient to meet the Company's obligations. The
Company expects to collect the related party loans receivable upon maturity of the loans or upon the sale of
the Nordax Group, whichever is earlier. The Company has the right, upon election, to request the Borrowers
to prepay the loans at any time prior to the maturity date.
In the case where the Company is unable to pay the accrued interest from the PIK Notes then the Company
has the right, not the obligation, to capitalise the accrued interest. Furthermore, the Company's operating
expenses are expected to be minimal and it also has the ability to recharge reasonable costs and expenses
incurred to the Borrowers in line with the equalisation agreement. The Directors, therefore, continue to adopt
the going concern basis in preparing the financial statements.
The Directors can confirm that they have considered the applicable risks as disclosed in note 12 to the
financial statements.
The net liability position of the Company as at 31 December 2024 was SEK 15,262,240 (2023: SEK
14,511,908).
CIDRON ROMANOV LIMITED
The Directors present the annual report and the audited financial statements (the "financial statements") of
Cidron Romanov Limited (the "Company") for the year ended 31 December 2024.
The principal activity of the Company is the issuance of Senior Secured Floating Rate Notes ("PIK Notes")
and facilitation of debt to both Cidron Humber Limited and Cidron Xingu 3 Limited (the "Borrowers").
On 21 October 2021, the Company issued PIK Notes for a nominal amount of SEK 2,550,000,000 and NOK
2,500,000,000 ("Senior Secured Floating Rate Notes "). Each note accrues interest calculated on the
aggregate of the margin of 9.3% and the 1-year SEK Mid-Swap rate for SEK notes, and the 1-year NOK Mid-
Swap rate for NOK notes; both mature on 21 October 2026. The PIK Notes are secured by security granted
over the shares in NDX Intressenter Invest Holding AB and Nordax Holding AB (the "Nordax Group"). For
further information refer to note 9.
______________________________________________________________________________________
2
REPORT OF THE DIRECTORS (CONTINUED)
DIRECTORS
M. Le Bourgeois (appointed 1 August 2024)
SECRETARY AND ADMINISTRATOR
REGISTERED OFFICE
26 Esplanade
St Helier
Jersey
JE2 3QA
BANKING
The Royal Bank of Scotland International
Royal Bank House
71 Bath Street
St Helier
Jersey
JE4 8PJ
INDEPENDENT AUDITOR
PricewaterhouseCoopers AS
Dronning Eufemias gate 71
Oslo N-0194
Norway
BY ORDER OF THE BOARD
Director: I GLYNN
Director: R. BEEBY
Director: M. LE BOURGEOIS
Date:
The Directors who held office during the year and subsequently are:
M. Kelly (resigned 1 August 2024)
N. Lyons (resigned 1 August 2024)
I. Glynn
R. Beeby (appointed 1 August 2024)
Nordic Capital Limited was secretary during the year and Aztec Financial Services (Jersey) Limited became
secretary effective 1 January 2025 and is administrator to the Company.
PricewaterhouseCoopers AS have expressed their willingness to continue in office.
CIDRON ROMANOV LIMITED
______________________________________________________________________________________
3
16 April 2025
In preparing the financial statements the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
*
*
Principles for Corporate Governance
Internal control and risk management systems
Provisions in the AoA governing appointment and replacement of Board of Directors
Appointment of Directors:
The Directors also confirm that the annual report provides a true and fair overview of the development,
results, and position of the company, along with a description of the principal risks and uncertainties facing
the company.
The Company’s Senior Secured Floating Rate Notes are listed on Euronext Oslo Børs. Euronext Oslo Børs
has set requirements for the Company to provide a report on corporate governance as detailed in this section
6.3.6 of EURONEXT OSLO RULE BOOK II - ISSUER RULE.
The board is responsible for ensuring that the Company maintains effective internal controls and suitable risk
management systems aligned with the scope and nature of its operations. Regularly, the board reviews the
Company's key risk areas and internal control systems. Refer to note 12 of the financial statements which list
the main risks that the Company faces and how they are mitigated. Internal controls over financial reporting
include reviewing and approving significant transactions, reviewing financial risk management strategy and
ensuring that there is appropriate segregation of duties and period financial reviews.
The Articles of Association for Cidron Romanov Limited include provisions governing the appointment and
replacement of members of the executive board. The Company has not appointed a Nomination Committee.
Article 23.1 allows the Directors to appoint any person to be a Director, either to fill a casual vacancy or as an
addition to the existing Directors.
Article 23.2 states that the Company may appoint or remove any Director by ordinary resolution.
So far as the Directors are aware, there is no relevant audit information of which the Company's independent
auditors are unaware, and the Directors have taken all the steps that they ought to have taken in order to
make themselves aware of any relevant audit information and to establish that the Company's independent
auditors are aware of that information.
CIDRON ROMANOV LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL
STATEMENTS
The Directors are responsible for preparing the Annual Report of the Directors and the financial statements of
the Company in accordance with applicable laws and regulations.
The Directors have elected to prepare the financial statements in accordance with the International Financial
Reporting Standards as adopted by the European Union ("EU IFRS"). The financial statements are required
by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the
Company for that year.
state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
prepare the financial statements on a going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors confirm that that the financial statements, to the best of their belief, are prepared in accordance
with applicable accounting standards and that the information in the statements provides a true and fair view
of the company's assets, liabilities, financial position, and results.
______________________________________________________________________________________
4
Principles for Corporate Governance (continued)
Resignation, Disqualification, and Removal:
Provisions regarding repurchase or issuance of shares
Equal opportunities and diversity policy
Director: I GLYNN
Director: R. BEEBY
Director: M. LE BOURGEOIS
Date:
CIDRON ROMANOV LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL
STATEMENTS (continued)
Article 24.1 outlines circumstances under which a Director's office may be vacated, including resignation,
disqualification by law, bankruptcy, or removal by resolution of the Members
Article 4.2 and 4.3 allows the Directors in their discretion to issue shares of the Company as they deem fit.
As the company has no employees. Therefore, no such policy is applied.
The Directors confirm they have complied with the above requirements throughout the year and
subsequently.
______________________________________________________________________________________
5
16 April 2025
PricewaterhouseCoopers AS, Kanalsletta 8, Postboks 8017, NO-4068 Stavanger
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the Members of Cidron Romanov Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Cidron Romanov Limited (the Company), which comprise the
statement of financial position as at 31 December 2024, the statement of comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the financial
statements, including material accounting policy information.
In our opinion the financial statements give a true and fair view of the financial position of the Company as
at 31 December 2024, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the
Statements section of our report. We are independent of the Company as required by relevant laws and
Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and
we have fulfilled our other 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 opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of Cidron Romanov Limited for 1 year from the election by the Directors on 9
December 2024 for the accounting year 2024.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key Audit Matters
How our audit addressed the Key Audit Matter
Valuation of Related Party Loans Receivable
We focused on valuation of Related Party Loans
the principal element of total assets as disclosed in
the statement of financial position.
The value of the Loans drives a number of key
performance indicators, such as the amounts
available to repay the Senior Secured Floating
Rate Notes.
We considered the appropriateness of
accounting policies related to
valuation of the Loans and assessed the
methodologies applied, comparing these to the
requirements of the IFRS Accounting Standards
as
.
We held discussions with management to obtain an
understanding of and evaluate the process for
2 / 4
The Loans shall be repaid using
proceeds from the
disposal of the unlisted Nordax group investment.
Further, t
he assessment of the recoverable value of
the Loans is complex
and subject to judgment, as it
considers the liquidity
position of the related parties, including the
expected proceeds from disposal of the investment
(based on the fair value of this unlisted investment)
.
the complexity attributable to the assessment, the
recoverable value of the Loans has been identified
as an area of significance in the current year audit
Refer to Note 6 to the financial statements for
further details on Related Party Loans Receivable
s.
assessing the value of the Loans, including
relevant internal controls.
We evaluated the judgements made and
assumptions used by management and assessed
the need for possible impairment or other
adjustments required by IFRS. Specifically, we
liquidity position, and assessed
the
ability to settle the respective
Loans. We also assessed
of the Nordax group.
No deviations were identified as a result of our
procedures.
Finally, we assessed the disclosures in note 6 to
the financial statement, and found them to be
adequate and appropriate.
Other Information
information accompanying the financial statements. The other information comprises information in the
annual report, but does not include the financial sta Our opinion on
the financial statements does not cover
accompanying the financial statements.
the other information accompanying the financial statements. The purpose is to consider if there is material
inconsistency between the Directo
report and the other information accompanying the financial statements otherwise appears to be materially
information accompanying the financial statements. We have nothing to report in this regard.
is consistent with the financial statements and
contains the information required by applicable statutory requirements.
Our opinion on the Directors' report applies correspondingly to the statement on Corporate Governance.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
3 / 4
conducted in accordance with ISAs 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 these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. 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 internal control relevant to the 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 management.
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
bility to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
inadequate, to modify our opinion. 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 the Company to
cease to continue as a going concern.
evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee 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 safeguards applied.
From the matters communicated with Directors, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key audit matters. We
t unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
4 / 4
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Cidron Romanov Limited, we have performed an
assurance engagement to obtain reasonable assurance about whether the financial statements included in
the annual report, with the file name Cidron-Romanov-Limited-2024-12-31-en.xhtml, have been prepared, in
all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section
5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with
ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements
(ISAE) 3000
standard requires us to plan and perform procedures to obtain reasonable assurance about whether the
financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation.
processes for preparing the financial statements in compliance with the ESEF Regulation. We examine
whether the financial statements are presented in XHTML-format. We believe that the evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Stavanger, 24 April 2025
PricewaterhouseCoopers AS
Roy Henrik Heggelund
State Authorised Public Accountant
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Notes
2024
2023
SEK
SEK
INCOME
Loan interest income
6 942,645,668 792,132,682
Recharges income
2,437,515 2,020,526
Net foreign exchange gain
86,608 390,096
Bank Interest Income
8,575 -
TOTAL INCOME
945,178,366 794,543,304
EXPENSES
Administration fees
548,559
234,830
Director fees
301,602
401,274
Legal and professional fees
845,623
531,610
Audit fees
410,630
321,066
Regulatory fees
135,511
125,603
Transaction fees
181,717
393,750
TOTAL OPERATING EXPENSES
2,423,642 2,008,133
Finance expense
5
943,505,056
793,891,111
LOSS BEFORE TAX
(750,332) (1,355,940)
Tax expense
4
-
-
LOSS FOR THE YEAR
(750,332) (1,355,940)
Other comprehensive income - -
(750,332) (1,355,940)
*All results have been derived from continuing operations
CIDRON ROMANOV LIMITED
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(The notes on pages 15 to 24 form an integral part of these audited financial statements).
_______________________________________________________________________________
11
CIDRON ROMANOV LIMITED
STATEMENT OF FINANCIAL POSITION
Notes
31 Dec 2024
31 Dec 2023
SEK
SEK
ASSETS
Non-current assets
Related party loans receivable
6 6,906,771,678
5,030,025,000
6,906,771,678 5,030,025,000
Current assets
Accrued interest receivable
6 472,731,514
1,474,338,446
Accounts receivable
7 51,893,291
49,195,376
Cash and cash equivalents
254,509
8,804
Total current assets 524,879,314 1,523,542,626
TOTAL ASSETS
7,431,650,992 6,553,567,626
EQUITY AND LIABILITIES
Capital and reserves
Stated capital
10 20
20
Accumulated deficit
(15,262,260)
(14,511,928)
TOTAL SHAREHOLDERS' DEFICIT (15,262,240) (14,511,908)
Current liabilities
Other payables and accrued expenses
8 52,398,545
49,394,554
Accrued interest on Senior Secured Floating Rate Notes
9 472,541,663
1,488,659,980
Total current liabilities 524,940,208 1,538,054,534
Non-current liabilities
Senior Secured Floating Rate Notes
9 6,921,973,024
5,030,025,000
6,921,973,024 5,030,025,000
TOTAL LIABILITIES 7,446,913,232 6,568,079,534
TOTAL EQUITY AND LIABILITIES
7,431,650,992 6,553,567,626
Director: I GLYNN
Director: R. BEEBY
Director: M. LE BOURGEOIS
Date:
AS AT 31 DECEMBER 2024
The financial statements on pages 11 to 24 were approved and authorised for issue by the Board of Directors
and were signed on its behalf by:
(The notes on pages 15 to 24 form an integral part of these audited financial statements).
_______________________________________________________________________________
12
16 April 2025
CIDRON ROMANOV LIMITED
STATEMENT OF CHANGES IN EQUITY
Year ended
Year ended
Year ended
Note Stated capital
Accumulated
deficit
Total
SEK
SEK
SEK
As at 1 January 2023 20 (13,155,988) (13,155,968)
Total comprehensive loss for the year - (1,355,940) (1,355,940)
As at 31 December 2023 20 (14,511,928) (14,511,908)
As at 1 January 2024 20 (14,511,928) (14,511,908)
Total comprehensive loss for the year - (750,332) (750,332)
As at 31 December 2024 20 (15,262,260) (15,262,240)
FOR THE YEAR ENDED 31 DECEMBER 2024
(The notes on pages 15 to 24 form an integral part of these audited financial statements).
_______________________________________________________________________________
13
STATEMENT OF CASH FLOWS
Notes
2024 2023
SEK SEK
Cash flows from operating activities
Total comprehensive loss for the year (750,332) (1,355,940)
PIK Notes interest expense
5, 9
943,491,183 793,878,718
Loan interest income
6
(942,645,668) (792,132,682)
Net unrealised foreign exchange (gain)/loss (86,608) (390,096)
Increase in other payables and accrued expenses 987,477 132,723
Increase in accounts receivable (2,310,012) (2,020,529)
Net cash provided by/(used in) in operating activities (1,313,960) (1,887,806)
Cash flows from investing activities
Loans provided
7
(387,903) -
Net cash used in investing activities (387,903) -
Cash flows from financing activities
Loans received
8
2,016,514 -
Net cash provided from financing activities 2,016,514 -
Net movement in cash and cash equivalents 314,651 (1,887,806)
Cash and cash equivalents at the beginning of the year 8,804 1,945,518
Effects of exchange rate changes on cash and cash equivalents (68,946) (48,908)
Cash and cash equivalents at the end of the year
254,509 8,804
CIDRON ROMANOV LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2024
(The notes on pages 15 to 24 form an integral part of these audited financial statements).
_______________________________________________________________________________
14
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
GENERAL INFORMATION
2.
ACCOUNTING POLICIES
Effective date
1 January 2025
1 January 2026
1 January 2027
1 January 2027
Postponed
indefinitely
The Company was established as a special purpose vehicle to facilitate the financing requirements of the Nordax Group. Although the
Company’s Statement of Financial Position is in a net liability position of SEK 15,262,240 (2023: SEK 14,511,908), this arises largely
from the issuance of the PIK notes and the related accrued interest. The PIK notes are not due for a minimum period of two years and
it is expected that the proceeds from the Company's related party loans receivable, along with additional financial support from the
shareholders as defined within the letter of support, will be sufficient to meet the Company's obligations. The Company expects to
collect the related party loans receivable upon maturity of the loans or upon the sale of the Nordax Group, whichever is the earlier.
The Company has the right, upon election, to request the borrowers to prepay the loans at any time prior to the maturity date.
In the case where the Company is unable to repay the accrued interest then the Company has the right, not the obligation, to
capitalise the accrued interest. Furthermore, the Company's operating expenses are expected to be minimal and it also has the ability
to recharge reasonable costs and expenses incurred to the Borrowers in line with the equalisation agreement. The Directors,
therefore, continue to adopt the going concern basis in preparing the financial statements.
Amendments to IFRS 9 and IFRS 7: 'Classification and Measurement of Financial Instruments'
IFRS 18: 'Presentation and Disclosure in Financial Statements'
IFRS 19 : 'Subsidiaries without Public Accountability: Disclosures'
Amendments to IFRS 10 and IAS 28: 'Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture'
Going concern
The Company meets its working capital requirements through (i) issuance of shares, (ii) cash proceeds received from related party
loans receivable and (iii) issued PIK Notes.
At the date of authorisation of the financial statements, the following Standards and Interpretations (which are applicable to the
operations of the Company) have not been applied in the financial statements but were in issue and are not yet effective:
Amendments to IAS 21: 'Lack of exchangeability'
Basis of preparation
The financial statements, which give a true and fair view, have been prepared on a going concern basis and in accordance with
IFRS® Accounting Standards as adopted by the European Union (“EU IFRS”) as issued by the International Accounting Standards
Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).
The financial statements are prepared under the historical cost basis, as modified by the revaluation of certain financial assets and
liabilities and in accordance with the principal policies adopted, as set out below.
New accounting standards, amendments to existing standards and/or new interpretations of existing standards (separately
or together, “New Accounting Requirements”)
CIDRON ROMANOV LIMITED
Cidron Romanov Limited (the "Company") is a private company, incorporated and domiciled in Jersey, Channel Islands on 24
December 2020. The registered office is located at 26 Esplanade, St Helier, Jersey, Channel Islands, JE2 3QA. The Company's
principal activity is issuance of Senior Secured Floating Rate Notes ("PIK Notes"), which are secured by security granted over the
shares in NDX Intressenter Invest Holding AB and Nordax Holding AB (the "Nordax Group"), and facilitation of debt to both Cidron
Humber Limited and Cidron Xingu 3 Limited.
The Company was established as a special purpose vehicle to facilitate the financing requirements of the Nordax Group in support of
its planned growth including the acquisition of Bank Norwegian. The PIK Notes and related party loans receivable are both
denominated in Swedish Krona ("SEK") and Norwegian Krone ("NOK") and are under the same interest terms. Refer to notes 6 and 9
for further information. The debt, as detailed in note 9, is listed on the Oslo Bors EuroNext exchange. The Directors consider that the
carrying value approximates the fair value of these loans.
The Directors have assessed the impact, or potential impact, of all New Accounting Requirements. In the opinion of the Directors,
there were no mandatory New Accounting Requirements applicable in the current year that had any material effect on the reported
performance, financial position or disclosures of the Company.
Certain New Accounting Requirements have been published that are not mandatory for the 31 December 2024 reporting period and
have not been adopted early by the Company. None of these are expected to have a material effect on the financial statements of the
Company.
IFRS in issue but not yet effective:
____________________________________________________________________________________
15
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2.
ACCOUNTING POLICIES (CONTINUED)
a) Functional and presentation currency
b) Transaction balances
Financial Instruments
a) Recognition and derecognition
b) Classification of financial assets
c) Initial and subsequent measurement of financial assets
d) Impairment of financial assets
Subsequent to initial recognition, related party loans receivable, accrued interest receivable and cash and cash equivalents are
measured at amortised cost using the effective interest rate method, less any impairment.
measure the loss allowance at an amount equal to 12-month expected credit losses. The expected credit losses are estimated based
on the Company’s experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e., the magnitude of the loss
if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on
historical data based on previous loans held by the parent companies within the Nordax Group adjusted by forward-looking
information, including the current valuation of the Nordax Group. At each reporting date, the Company shall measure the loss
allowance on debt assets carried at amortised cost at an amount equal to the lifetime expected credit losses if the credit risk has
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been
transferred and the Company has transferred substantially all the risks and rewards of ownership. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expires.
The Company’s related party loans receivable, accrued interest receivable and cash and cash equivalents are measured at amortised
cost as these are held to collect contractual cash flows which represent solely payments of principal and interest.
All financial instruments are initially measured at fair value plus or minus transaction costs, in the case of a financial asset not at fair
value through profit or loss.
The preparation of the financial statements in accordance with EU IFRS requires the Directors to make judgements, estimates and
assumptions that affect the application of policies and the reported amounts of assets and liabilities and income and expenses. The
estimates and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if
the revision affects both current and future periods. Please refer to note 3 for details of key judgements and major sources of
estimation uncertainty.
Foreign currency translation
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in
which the entity operates, the Company's functional currency. The financial statements are presented in SEK, which is the
Company's functional and presentation currency.
Monetary assets and liabilities are translated into SEK at the rate of exchange ruling at the Statement of Financial Position date.
Foreign currency transactions are translated in SEK using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currency are recognised in the Statement of Comprehensive Income.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the
financial instrument. Purchases and sales of financial assets are recognised on the trade date, being the date on which the Company
commits to purchase or sell the asset.
CIDRON ROMANOV LIMITED
Critical accounting judgements and key sources of estimation uncertainty
____________________________________________________________________________________
16
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2.
ACCOUNTING POLICIES (CONTINUED)
Financial Instruments (continued)
e) Classification and measurement of financial liabilities
Cash and cash equivalents
Stated capital
Other expenses
Recharges income
Interest income and interest expenses
3.
Critical accounting estimates and assumptions
The Directors consider the items set out below to be the critical accounting estimates, judgements and sources of estimation in the
financial statements.
The following are the critical judgements made in the process of applying the accounting policies that have the most significant effect
on the financial statements:
Other expenses are recognised on an accrual basis.
Recharges income are expenses initially incurred by the Company and subsequently recharged to the Borrowers as outlined in the
Report of the Directors. In line with the equalisation agreement, the Company has the ability to recharge reasonable costs and
expenses incurred to the Borrowers.
Interest income and expense are recognised on a time-proportionate basis using the effective interest method. Interest income
includes interest from cash and cash equivalents and related party loans receivable. Interest expense includes interest from debt
securities.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The Directors make estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The Directors have considered the impairment assessment of the related party loans receivable and have come to the conclusion that
there is no increase in the risk or probability of default on the loans.
Cash and cash equivalents include demand deposits and other short term highly liquid investments with original maturities of three
months or less, and bank overdrafts.
Cash equivalents are held to cover operating expenses of the entity. Cash equivalents received from financing activities are used to
cover the operating expenses for the entity and the cash equivalents provided in investing activities is to support other entities within
the investment structure.
Ordinary shares are classified as equity.
The effective interest rate method is a method of calculating the amortised cost of a financial liability and of allocating the interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
throughout the expected life of the financial liability or, when appropriate, a shorter period, to the net carrying amount of the financial
liability.
Financial liabilities are initially measured at fair value net of transaction costs that are directly attributable to their acquisition or issue,
other than those classified as at fair value through profit or loss in which case transaction costs are recognised directly in profit or
loss.
The Company does not have any financial liabilities classified as at fair value through profit or loss. Financial liabilities included in
Other payables and accrued expenses are recognised initially at fair value and subsequently at amortised cost. The fair value of a
non-
interest bearing liability is its discounted repayment amount. If the due date of the liability is less than one year, discounting is omitted.
Senior Secured Floating Rate Notes are initially recognised at fair value less directly attributable transaction costs. After initial
recognition, these interest bearing financial liabilities are subsequently measured at amortised cost using the effective interest
method.
CIDRON ROMANOV LIMITED
____________________________________________________________________________________
17
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3.
Going concern assumption
Impairment of Financial Assets
4.
TAXATION
Profits arising in the Company are subject to tax at the rate of 0% (2023: 0%).
5.
FINANCE EXPENSE
2024
2023
SEK
SEK
Bank interest expense 13,873 12,393
PIK Notes interest expense 943,491,183 793,878,718
943,505,056 793,891,111
PIK Notes interest expense is calculated as the aggregate of the Margin (meaning the Cash Margin (9.3%)) for the relevant interest
period plus, if the Company has exercised the right to roll-up the interest with respect to a tranche for the relevant interest period in
accordance with Condition 9.2 in the term sheet for the PIK NOTES (Interest), an additional 0.75% per annum with respect to that
tranche for that interest period) and the 1-year SEK Mid-Swap rate for SEK notes and the 1-year NOK Mid-Swap rate for NOK notes,
respectively. The interest is payable on 30 June each year, however, in line with the agreements the Company may elect the option to
capitalise the accrued interest.
The key sources of estimation uncertainty at the reporting period that may cause a material adjustment to the carrying amount of
assets and liabilities within the next financial year are as follows:
IFRS 9 requires an expected credit loss (ECL model) which requires the Company to account for expected credit losses and changes
in these at each reporting date to reflect changes in credit risk since initial recognition.
If the credit risk has not increased significantly since initial recognition the Company measures the loss allowance at an amount equal
to the 12 month expected credit loss.
The expected credit losses are estimated based on the Company’s experience, adjusted for factors that are specific to the debtors,
general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting
date, including time value of money where appropriate. The measurement of expected credit losses is a function of the probability of
default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the
probability of default and loss given default is based on historical data based on previous loans held by the parent companies within
the Nordax group structure (a collective reference applied for NDX Intressenter AB, Nordax Holding AB and their subsidiaries)
adjusted by forward-looking information, including the current valuation of the Nordax group structure. The related party loans
receivable are not due for a minimum period of two years and the borrowers may elect to roll up the accrued interest on an annual
basis, therefore, no default is expected before the maturity date.
Please refer to note 2 for the accounting policy on impairment note 12 for the credit risk assessment.
In assessing whether the going concern assumption is appropriate, IAS 1 requires an entity to consider all available information about
the future, which is at least, but not limited to, twelve months from the end of the reporting period. When an entity is aware of material
uncertainties related to events or conditions that may cast significant doubt upon the entity's ability to continue as a going concern,
such uncertainties must be disclosed.
The Company was established as a special purpose vehicle to facilitate the financing requirements of the Nordax Group. Although the
Company’s statement of financial position is in a net liability position of SEK 15,262,240 (2023: SEK 14,511,908), this arises largely
from the issuance of the PIK notes and the related accrued interest. The PIK notes are not due for a minimum period of two years and
it is expected that the proceeds from the Company's related party loans receivable along with additional financial support from the
shareholders as defined within the letter of support will be sufficient to meet the Company's obligations. The Company expects to
collect the related party loans receivable upon maturity of the loans or upon the sale of the Nordax Group, whichever is the earlier.
The Company has the right, upon election, request the borrowers to prepay the loans at any time prior to the maturity date. An
impairment assessment of the related party loans receivable was made, as referenced below.
Based on these factors, the Directors have a reasonable expectation that the Company will have adequate resources to continue in
operational existence and meet its obligations for the foreseeable future.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)
CIDRON ROMANOV LIMITED
____________________________________________________________________________________
18
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6.
RELATED PARTY LOANS RECEIVABLE
2024
2024
2024
Cidron Humber
Limited
Cidron Xingu 3
Limited
Total
SEK Related party loans receivable
SEK
SEK
SEK
Principal
1,125,559,288
1,424,440,712
2,550,000,000
Compounded interest
421,510,078
533,438,017
954,948,095
Accrued interest
100,463,719
127,140,892
227,604,611
Closing balance
1,647,533,085 2,085,019,621 3,732,552,706
NOK Related party loans receivable
Principal
1,094,672,617
1,385,352,383
2,480,025,000
Net foreign exchange loss
(21,102,527)
(26,706,100)
(47,808,627)
Closing balance of principal
1,073,570,090 1,358,646,283 2,432,216,373
Compounded interest
436,661,053
552,612,188
989,273,241
Accrued interest
108,197,985
136,928,918
245,126,903
Net foreign exchange loss
(8,680,503)
(10,985,528)
(19,666,031)
Closing balance of compounded and accrued interest
536,178,535 678,555,578 1,214,734,113
Total principal of SEK and NOK loans receivable
2,199,129,378
2,783,086,995
4,982,216,373
Total compounded and accrued interest of SEK and NOK loans receivable
1,058,152,332
1,339,134,487
2,397,286,819
2023
2023
2023
Cidron Humber
Limited
Cidron Xingu 3
Limited
Total
SEK Related party loans receivable
SEK
SEK
SEK
Principal
1,125,559,288 1,424,440,712 2,550,000,000
Compounded interest
224,790,806 284,481,839 509,272,645
Accrued interest
94,230,130 119,252,033 213,482,163
Closing balance
1,444,580,224 1,828,174,584 3,272,754,808
NOK Related party loans receivable
Principal
1,167,094,633 1,477,005,367 2,644,100,000
Net foreign exchange gain (72,422,016) (91,652,984) (164,075,000)
Closing balance of principal
1,094,672,617 1,385,352,383 2,480,025,000
Compounded interest
246,714,719 312,227,435 558,942,154
Accrued interest
96,595,910 122,246,024 218,841,934
Net foreign exchange gain (11,564,769) (14,635,681) (26,200,450)
Closing balance of accrued interest
331,745,860 419,837,778 751,583,638
Total principal of SEK and NOK loans receivable 2,220,231,905 2,809,793,095 5,030,025,000
Total compounded and accrued interest of SEK and NOK loans receivable 650,766,796 823,571,650 1,474,338,446
On 29 October 2021, the Company provided an unsecured loan of SEK 1,424,440,712 and NOK 1,396,510,502 to Cidron Xingu 3
Limited which accrues interest calculated on the aggregate of the Margin (as defined in note 5) and the 1-year SEK Mid-Swap rate for
SEK notes and the 1-year NOK Mid-Swap rate for NOK notes, respectively. The final repayment date of the loan is on 29 October
2026.
CIDRON ROMANOV LIMITED
On 29 October 2021, the Company provided an unsecured loan of SEK 1,125,559,288 and NOK 1,103,489,498 to Cidron Humber
Limited which accrues interest calculated on the aggregate of the Margin and the 1-year SEK Mid-Swap rate for SEK notes and the 1-
year NOK Mid-Swap rate for NOK notes, respectively. The final repayment date of the loan is on 29 October 2026.
____________________________________________________________________________________
19
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6.
RELATED PARTY LOANS RECEIVABLE (CONTINUED)
7.
ACCOUNTS RECEIVABLE
2024
2023
SEK
SEK
Cidron Humber Limited
22,734,261
21,714,632
Cidron Xingu 3 Limited
29,159,030
27,480,744
51,893,291 49,195,376
8.
OTHER PAYABLES AND ACCRUED EXPENSES
2024
2023
SEK
SEK
Nordic Capital Fund IX
47,959,266
47,959,266
Cidron Xingu Limited
484,716
183,935
Cidron Xingu 2 Limited
1,631,604
-
Cidron Humber Midco Limited
838,965
-
Statutory Audit fees
176,917
159,006
Other professional services
618,796
-
Other payables
688,281
1,092,347
52,398,545 49,394,554
9.
SENIOR SECURED FLOATING RATE NOTES
2024
2023
SEK
SEK
PIK Notes issued: SEK
2,550,000,000
2,550,000,000
Compounded interest: SEK
962,300,726
515,690,344
Accrued interest: SEK
226,849,201
213,930,004
Closing balance
3,739,149,927
3,279,620,348
PIK Notes issued: NOK 2,500,000,000 2,480,025,000 2,644,100,000
Net foreign exchange (loss) (47,808,627) (164,075,000)
PIK Notes issued closing balance 2,432,216,373 2,480,025,000
Compounded interest: NOK 1,004,696,720 (2023: 544,039,661) 997,308,774 566,332,238
Accrued interest: NOK 252,539,684 (2023: 221,113,545) 245,692,462 219,346,848
Net foreign exchange (loss) (19,852,849) (26,639,454)
Compounded and accrued interest closing balance
1,223,148,387 759,039,632
Total NOK and SEK PIK Notes issued
4,982,216,373 5,030,025,000
Total NOK and SEK compounded and accrued interest
2,412,298,314 1,488,659,980
PIK Notes Loan and interest reconciliation: 2024 2023
SEK SEK
Opening balance
6,518,684,980 5,915,520,715
Interest expensed
943,491,183 793,878,719
Paid interest
- -
Other changes
(67,661,476) (190,714,454)
Closing balance
7,394,514,687 6,518,684,980
On 7 May 2024, the Company entered into an interest free loan for operational expenses with Cidron Humber MidCo Limited for an
amount of EUR 56,158 (SEK 655,981). The loan is repayable on demand.
On 7 May 2024, the Company entered into an interest free loan for operational expenses with Cidron Xingu 2 Limited for an amount of
EUR 116,474 (SEK 1,360,533). The loan is repayable on demand.
The audit fees incurred in 2024 is for audit and no other services have been rendered or expensed from the elected auditor. The Audit
fees shown in the Statement of Comprehensive income consist of the statutory audit fees and accruals for 2024. The Statutory Audit
fees as shown in note 8 consists of the final fee and accrual for 2024.
The total loan interest income for the year ended 31 December 2024 from SEK and NOK loans receivable amounted to SEK
942,645,668 (2023: SEK 792,132,682).
The accrued interest receivable is presented in line with Sections 9.2 and 9.5 of the Senior Secured Floating Rate Notes Agreement.
Cidron Xingu 3 Limited balance consists of an additional unsecured and interest free loan for operational expenses which was entered
into on 7 May 2024, the loan balance consists of EUR 33,282 (SEK 387,903). The loan is repayable on demand.
CIDRON ROMANOV LIMITED
____________________________________________________________________________________
20
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9.
SENIOR SECURED FLOATING RATE NOTES (CONTINUED)
10. STATED CAPITAL 2024 2023
SEK SEK
AUTHORISED:
Unlimited shares of no par value - -
ISSUED AND FULLY PAID:
1,000 no par value shares 20 20
11. CAPITAL RISK MANAGEMENT
12.
FINANCIAL RISK MANAGEMENT
Market risk
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company’s related party loans receivable and Senior Secured Floating Rate Notes interest are calculated on the
aggregate of the Margin and the 1-year SEK Mid-Swap rate for SEK notes and the 1-year NOK Mid-Swap rate for NOK notes, which are
both highly regulated markets. The negative interest on cash and cash equivalents is deemed marginal. Accordingly, the Directors
believe that there is no material net interest rate risk to the Company.
The Company's Board of Directors monitor the Company's variable interest rate risk exposure on an annual basis. At 31 December
2024, the Board of Directors considered that a 100 bps movement in market interest rates was reasonably possible. Had the interest
rates increased or decreased by 100 bps the net effect on profit or loss would be an increase or decrease of SEK 150,115 (2023: SEK
143,215).
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk.
CIDRON ROMANOV LIMITED
On 21 October 2021, the Company issued Senior Secured Floating Rate Notes for a total value of SEK 2,550,000,000 and NOK
2,500,000,000, each note accrues interest based on the aggregate of the Margin (as defined in note 5) and the 1-year SEK Mid-Swap
rate for SEK notes and the 1-year NOK Mid-Swap rate for NOK notes, respectively. The final repayment date is 21 October 2026 and
interest is payable on the 30 June each year. The Company has the right to capitalise the accrued interest in case it is unable to pay the
amount, to which an additional 0.75% is incurred. On 30 June 2024, the Company elected to capitalise the accrued interest of SEK
904,817,119 (30 June 2023: SEK 1,055,383,128).
The PIK Notes are secured by security granted over the shares in NDX Intressenter Invest Holding AB and Nordax Holding AB held by
Cidron Xingu SARL and Cidron Humber SARL (the "Pledgors"), relationship to the Company as defined in Note 13. The Pledgors
guarantee, as a first priority pledge, all the rights, title and interest over the shares in NDX Intressenter Invest Holding AB and Nordax
Holding AB. The security constituted shall be a continuing security, and shall extend to the ultimate balance of the secured obligations
and shall continue in force notwithstanding any intermediate payments or discharges until the maturity of the PIK Notes. No guarantee
commission has been charged for this pledge, but it is implicitly reflected in the borrowing rate.
The total NOK and SEK PIK Notes interest expense for the year ended 31 December 2024 amounted to SEK 943,491,183 (2023: SEK
793,878,718)
The accrued interest payable is presented in line with Sections 9.2 and 9.5 of the Senior Secured Floating Rate Notes Agreement.
Following the identification of the issuance of PIK notes to capitalise compound interest previously shown as current liability, the maturity
profile of the payables has been amended.
The maturity profile and characteristics of the compound interest receivables has been amended to reflect this.
There is no impact to the total net assets as at 31 December 2023 and 2022. There is no change in the statement of comprehensive
income and statement of cash flows.
The Company manages its capital to ensure that it will be able to continue as a going concern. The capital of the Company mainly
consists of net debt (borrowings disclosed in note 9 after deducting cash and cash equivalents) and stated capital. There are no
externally imposed capital requirements. The Company may issue new shares from time to time to support its capital management.
Furthermore, there is a letter of support received from the shareholders should the Company require additional financial support.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes
in market conditions and the Company’s activities. Below is a non-exhaustive summary of the risks that the Company is exposed to as a
result of its use of financial instruments:
____________________________________________________________________________________
21
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12. FINANCIAL RISK MANAGEMENT (CONTINUED)
Currency risk
Concentration of assets:
(amounts presented in equivalent amounts of SEK)
Total
As at 31 December 2024 SEK GBP EUR NOK SEK
Assets
Monetary
Cash and cash equivalents 2,975 - 251,485 49 254,509
Related party loans receivable 3,732,552,706 - - 3,646,950,486 7,379,503,192
(including accrued interest)
Accounts receivable 51,893,291 - - - 51,893,291
Total assets
3,784,448,972 - 251,485 3,646,950,535 7,431,650,992
Liabilities
Monetary
Other payables and accrued expenses
(22,621,358) (1,038,071) (3,049,632) (25,689,484) (52,398,545)
Senior Secured Floating Rate Notes (3,739,149,927) - - (3,655,364,760) (7,394,514,687)
(including accrued interest) -
Total liabilities
(3,761,771,285) (1,038,071) (3,049,632) (3,681,054,244) (7,446,913,232)
Total net assets/(liabilities)
22,677,687 (1,038,071) (2,798,147) (34,103,709) (15,262,240)
Concentration of assets:
(amounts presented in equivalent amounts of SEK)
Total
As at 31 December 2023 SEK GBP EUR NOK SEK
Assets
Monetary
Cash and cash equivalents 8,371 - - 433 8,804
Related party loans receivable 3,272,754,808 - - 3,231,608,638 6,504,363,446
(including accrued interest) -
Accounts receivable 49,195,376 - - - 49,195,376
Total assets
3,321,958,555 - - 3,231,609,071 6,553,567,626
Liabilities
Monetary
Other payables and accrued expenses
(22,848,551) (280,150) (583,877) (25,681,976) (49,394,554)
Senior Secured Floating Rate Notes (3,279,620,348) - - (3,239,064,632) (6,518,684,980)
(including accrued interest)
Total liabilities
(3,302,468,899) (280,150) (583,877) (3,264,746,608) (6,568,079,534)
Total net assets/(liabilities)
19,489,656 (280,150) (583,877) (33,137,537) (14,511,908)
The Company's Board of Directors monitor the Company's monetary and non-monetary foreign exposure on an annual basis. At 31
December 2024, the Board of Directors considered that a 10% movement in market currency was reasonably possible, based on
historical market analysis and current market conditions.
Had the exchange rates between SEK and the Euro weakened/strengthened by 10% with all other variables held constant, the increase
or decrease in net liabilities of the Company would amount to approximately SEK 279,815 (2023: SEK 58,387).
CIDRON ROMANOV LIMITED
Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange
rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities
(when revenue or expense is denominated in a foreign currency).
The Company's related party loans receivable and PIK Notes are also principally denominated in SEK and NOK. On the maturity of the
PIK Notes, any shortfall from the related party loans receivable shall be covered by the shareholders as provided by the letter of support.
This includes any exposure to the NOK fluctuation, however, since the related party loans receivable are also denominated in SEK and
NOK any exposure will be minimal.
The currency risk profile of the Company is detailed on the table below.
____________________________________________________________________________________
22
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12.
FINANCIAL RISK MANAGEMENT (CONTINUED)
Currency risk (continued)
Credit risk, including counterparty risk
1. Significant changes in internal price indicators of credit risk as a result of a change in credit risk since inception
2. An actual or expected significant change in the operating results of the borrower,
3. Significant changes in the expected performance and behaviour of the borrower, including changes in the payment status of borrower
The Company’s financial assets exposed to credit risks are as follows:
2024
2023
SEK SEK
Cash and cash equivalents 254,509 8,804
Accounts receivable 51,893,291 49,195,376
Related party loans receivable 7,379,503,192 6,504,363,446
(including accrued interest)
7,431,650,992 6,553,567,626
Liquidity risk
31 December 2024
1 year or less 2 years or less Total
Financial assets
SEK
SEK
SEK
Related party loans receivable - 4,982,216,373 4,982,216,373
Accrued interest 996,696,530 3,321,424,198 4,318,120,728
Cash and cash equivalents 254,509 - 254,509
Accounts receivable 51,893,291 - 51,893,291
Financial liabilities
Other payables and accrued expenses (52,398,545) - (52,398,545)
Senior Secured Floating Rate Notes - (4,982,216,373) (4,982,216,373)
(1,000,128,842) (3,312,063,112) (4,312,191,954)
Total
(3,683,057) 9,361,086 5,678,029
The PIK Notes are not due for repayment for a minimum period of two years and in case the Company has insufficient liquidity to cover
the interest repayment it has the right to capitalise the accrued interest on an annual basis. The Company also expects to collect the
related party loans receivable upon maturity of the loans or upon the sale of the Nordax Group, whichever is the earlier, or to otherwise
refinance the PIK Notes at or before maturity. The Company has the right, upon election, request the borrowers to prepay the loans at
any time prior to the maturity date.
Accrued interest on Senior Secured Floating Rate Notes
The maturity profile of the Company’s financial assets and liabilities is as follows:
Had the exchange rates between the SEK and Pound Sterling weakened/strengthened by 10% with all other variables held constant, the
increase or decrease in net liabilities of the Company would amount to approximately SEK 103,807 (2023: SEK 28,015).
Had the exchange rates between the SEK and NOK weakened/strengthened by 10% with all other variables held constant, the increase
or decrease in net liabilities of the Company would amount to approximately SEK 3,410,371 (2023: SEK 3,313,754).
Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date.
The Directors consider that the loan carrying value approximates fair value.
The Directors have considered the impairment assessment of the related party loans receivable and have come to the conclusion that
there is no increase in the risk or probability of default on the loans.
The Company is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfil contracted
obligations on its behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses
from these counterparties.
The bond has final repayment on 21 October 2026, with interest payable annually on 30 June, with an election to capitalize interest at
PIK margin. Accordingly, the bond has primarily a significant payment obligation beyond the next 12 months. Moreover, since little
quantitative credit risk data is available the Company has assessed whether there has been a significant increase in credit risk based on
a number of qualitative criteria such as:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach is to
ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
CIDRON ROMANOV LIMITED
____________________________________________________________________________________
23
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12.
FINANCIAL RISK MANAGEMENT (CONTINUED)
31 December 2023
1 year or less 2 years or less Total
Financial assets
SEK
SEK
SEK
Related party loans receivable - 5,030,025,000 5,030,025,000
Accrued interest 2,390,560,278 2,012,968,406 4,403,528,684
Cash and cash equivalents 8,804 - 8,804
Accounts receivable 49,195,376 - 49,195,376
Financial liabilities
Other payables and accrued expenses (49,394,554) - (49,394,554)
Senior Secured Floating Rate Notes - (5,030,025,000) (5,030,025,000)
(2,406,901,104) (1,989,598,269) (4,396,499,373)
Total
(16,531,200)
23,370,137
6,838,937
13. RELATED PARTY TRANSACTIONS
14.
IMMEDIATE AND ULTIMATE CONTROLLING PARTY
15.
SUBSEQUENT EVENTS
M. Le Bourgeois, R. Beeby and I. Glynn are Directors of Cidron Xingu 3 Limited and Cidron Humber Limited, fellow subsidiaries
alongside the Company, which are the counterparties to the related party loans receivable. Refer to note 6 for the year end balances
outstanding. The Company also recharged some administrative costs amounting to SEK 2,437,515 (2023: SEK 2,020,526) to Cidron
Xingu 3 Limited and Cidron Humber Limited, in line with the agreed splits according to the equalisation agreement. Refer to note 7 for
the outstanding year end balances.
Cidron Xingu SARL and Cidron Humber SARL, affiliates under a common structure as the Company, provided the guarantee for the PIK
Notes by security granted over their respective shares in NDX Intressenter Invest Holding AB and Nordax Holding AB. Refer to note 9
for further details.
Cidron Xingu 2 Limited and Cidron Humber MidCo Limited, companies incorporated in Jersey, are the immediate holding parties which
are majority owned by Nordic Capital Fund IX and Nordic Capital Fund VIII, respectively. In the opinion of the Directors, there is no
ultimate controlling party.
At the time of signing there have been no indicators of a significant change in the Company's financial instruments, and therefore, no
adjustments have been made post the statement of financial position date.
The Directors have evaluated the events and transactions that have occurred from 31 December 2024 to the date of approval of these
financial statements and noted no other items requiring adjustment or additional disclosure.
M. Kelly and R. Beeby are also Directors of Nordic Capital Limited, which provides ongoing secretarial and administration services to
the Company which amounted to SEK 643,673 in the year (2023: SEK 636,104). No transaction fees were recharged by Nordic Capital
Limited for the years ended 2024 and 2023. Refer to note 8 for the outstanding year end balances.
CIDRON ROMANOV LIMITED
Accrued interest on Senior Secured Floating Rate Notes
M. Kelly, I. Glynn and R. Beeby are Directors of Nordic Capital VIII Limited, the General Partner of Nordic Capital VIII Alpha, L.P. and
Nordic Capital VIII Beta, L.P. (collectively known as "Nordic Capital Fund VIII"), are the counterparties to the letter of support.
M. Kelly and R. Beeby are Directors of Nordic Capital IX Limited, the General Partner of Nordic Capital IX Alpha, L.P. and Nordic Capital
IX Beta, L.P. (collectively known as "Nordic Capital Fund IX"), are the counterparties to the letter of support. Nordic Capital Fund IX also
paid Project Romanov related costs amounting to SEK nil (2023 : SEK nil) on behalf of the Company during the year. Refer to note 8 for
the outstanding year end balances.
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