34469784 2025-01-01 2025-12-31 34469784 2025-01-01 2025-12-31 1 34469784 2025-01-01 2025-12-31 2 34469784 2025-01-01 2025-12-31 1 34469784 2025-01-01 2025-12-31 2 34469784 2025-01-01 2025-12-31 3 34469784 2025-01-01 2025-12-31 1 34469784 2024-01-01 2024-12-31 34469784 2025-12-31 34469784 2024-12-31 34469784 2024-12-31 fsa:ContributedCapitalMember 34469784 2024-12-31 fsa:SharePremiumMember 34469784 2024-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34469784 2024-12-31 fsa:RetainedEarningsMember 34469784 2024-12-31 fsa:ProposedDividendRecognisedInEquityMember 34469784 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 34469784 2025-01-01 2025-12-31 fsa:SharePremiumMember 34469784 2025-01-01 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34469784 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 34469784 2025-01-01 2025-12-31 fsa:ProposedDividendRecognisedInEquityMember 34469784 2025-12-31 fsa:ContributedCapitalMember 34469784 2025-12-31 fsa:SharePremiumMember 34469784 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34469784 2025-12-31 fsa:RetainedEarningsMember 34469784 2025-12-31 fsa:ProposedDividendRecognisedInEquityMember 34469784 2023-12-31 fsa:ContributedCapitalMember 34469784 2023-12-31 fsa:SharePremiumMember 34469784 2023-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34469784 2023-12-31 fsa:RetainedEarningsMember 34469784 2023-12-31 fsa:ProposedDividendRecognisedInEquityMember 34469784 2023-12-31 34469784 2024-01-01 2024-12-31 fsa:ContributedCapitalMember 34469784 2024-01-01 2024-12-31 fsa:SharePremiumMember 34469784 2024-01-01 2024-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34469784 2024-01-01 2024-12-31 fsa:RetainedEarningsMember 34469784 2024-01-01 2024-12-31 fsa:ProposedDividendRecognisedInEquityMember iso4217:USD Management’s Statement The Board of Directors and the Executive Board have today discussed and approved the Annual Report of Ultranav ApS for the financial period 1 January – 31 December 2025. The Annual Report has been prepared in accordance with the Danish Financial Statements Act. It is our opinion that the financial statements give a true and fair view of the Company's financial position at 31 December 2025 and of the results of the Company's operations for the financial year 1 January – 31 December 2025. Further, in our opinion, the Management's review gives a fair review of the development in the Company's operations and financial matters and the results of the Company's operations and its financial position. We recommend that the Annual Report be approved at the annual general meeting. Gentofte Gerardo Andrés Hüne Bent Jensen Per Lange Jan Vermeij Francisco Larrain Chairman To the Shareholders of Ultranav ApS Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2025, and of the results of the Company’s operations for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of Ultranav ApS for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including material accounting policy information (“the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s responsibilities for the audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Statement on Management’s Review Management is responsible for Management’s Review. Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, in our view, Management’s Review is in accordance with the Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Management’s responsibilities for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, 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. In preparing the Financial Statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark 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 Financial Statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement 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, 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. • Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’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 Financial Statements or, if such disclosures are 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 contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view • Plan and perform the group audit to obtain sufficient 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 Financial Statements. 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 audit opinion. We communicate with those charged with governance 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. Hellerup PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Henrik Bøye Laursen State Authorised Public Accountant mne49062 Ultranav ApS Smakkedalen 6 2820 Gentofte Denmark 34469784 Gentofte, Denmark Strandvejen 44 DK -2900 Hellerup Management's Review Principal activities The purpose of the Company is to own shares in other companies, and do any other activities which, in the opinion of the board of directors, are related thereto, including taking out financing in connection herewith. Development in the company's activities and financial conditions The Company has in 2025 changed its purpose to own shares in other companies and has further invested in subsidiaries and associated companies, which has been financed by capital contribution from the parent company Ultranav International ApS. On 7 February 2025, the Company increased the share capital of the Company by nominally DKK 500,000 from DKK 125,000 to DKK 625,000 by subscription of nominally DKK 500,000 shares by cash payment of USD 18,100,000 equal to DKK 130,327,240 (based on exchange rate between USD/DKK of 7.20 quoted by the central bank of Denmark on 6 February 2025). On 29 April 2025, the Company increased the share capital of the company by nominally DKK 500,000 from DKK 625,000 to DKK 1,125,000 by subscription of nominally DKK 500,000 shares by cash payment of USD 12,600,000 equal to DKK 82,688,760 (based on exchange rate between USD/DKK of 6.56 quoted by the central bank of Denmark on 29 April 2025). On 1 June 2025, the Company changed its purpose and amended the nominal value of each share from DKK 1,250 to DKK 1,000 per share as well as increased the share capital of the company by nominally DKK 98,875,000 through a non-cash contribution of assets equal to USD 1,053,029,389 equal to DKK 6,940,306,097 (based on exchange rate between USD/DKK of 6.59 on 28 May 2025. There have been no further significant events during the financial year that require mention in the Management’s Review. The development and results of the year are considered satisfactory. Events after the balance sheet date No events have occurred after the balance sheet date that materially affect the assessment of the annual report. Accounting Policies The Annual Report of Ultranav ApS for 2025 has been prepared in accordance with the provisions applying to reporting class B enterprises under the Danish Financial Statements Act. The annual report has been presented in USD thousands (USD ´000), except when otherwise indicated. Currency translation Transactions in foreign currency are translated into USD at the exchange rate at the date of the transaction. The exchange rate USD/DKK as at 31 December 2025 stated at 6.35 (7.14 as at 31 December 2024). The average exchange rate USD/DKK for the year 2025 is 6.62 (6.89 for the year 2024). Recognition and measurement Assets are recognized in the balance sheet when it is probable that future economic benefits will flow to the company and the asset can be measured reliably. Liabilities are recognized in the balance sheet when it is probable that future economic benefits will flow from the company and the value can be measured reliably. On initial recognition assets and liabilities are recognized at cost. Subsequently, assets and liabilities are recognized as described for each item below. Certain financial assets and liabilities are measured at amortized cost, including a constant effective yield to maturity. Amortized cost is calculated as original cost less any repayments and plus / minus the cumulative amortization of the difference between cost and nominal amount. Recognition and measurement take into account gains, losses and a risk arising before the annual report is finalized and that confirms or denies conditions that existed at the balance sheet date. Income is recognized in the income statement as it accrues, including value adjustments of financial assets and liabilities measured at amortized. Moreover, costs incurred to generate the year's earnings, including depreciation, amortization and provisions and reversals due to changed accounting estimates of amounts previously recognized in the income statement. Gross profit Freight income and voyage related costs are presented as Gross profit in accordance with the Danish Financial Statements Act paragraph 32. Freight income The freight income reflects the income earned by the vessels operated. For vessels on time charter contracts, income is recognized upon delivery of the services in accordance with the charter parties concluded. Commission income are recognized over the period from loading the vessel in the first load port to the vessel’s departure from the last discharge port. Voyage related cost Voyage related expenses includes charter hire and other costs incidental to the commercial operation of the vessels and are recognized under a percentage of completion. Administrative expenses Administrative expenses comprise expenses incurred during the year for company management and administration. Financial income and expenses Financial income and expenses comprise interest income and expense, and other financial expenses. Balance sheet Investment in subsidiaries, associates and joint-ventures Investments in subsidiaries are recognized and measured according to the equity method. In the balance sheet under the items “Investments in subsidiaries” and “Investment in associates and joint-ventures”, the proportional ownership share of the companies’ net asset value is recognized. In the Company’s profit and loss, the proportional share of earnings is recognized under the item “share of subsidiaries’ profit after tax”. The total net revaluation of investments in subsidiaries is transferred through the distribution of profits to “Reserve for net revaluation according to equity method” under equity. The reserve is reduced by dividend payments to the Company and is adjusted with other changes in equity in subsidiaries. Subsidiaries with negative asset value are recognized if such a present obligation for this purpose exists. Corporation tax and deferred tax Ultranav ApS is jointly taxed with the parent company Ultranav International ApS which is the administration company for the jointly taxed companies. The current Danish corporation tax is allocated between the jointly taxed companies in proportion to their taxable income. Companies that use tax losses in other companies pay the joint tax contribution to the parent company at an amount corresponding to the tax value of the tax losses used. Companies whose tax losses are used by other companies receive joint tax contributions from the parent company corresponding to the tax value of the losses used (full absorption). The jointly taxed companies are taxed under the tax prepayment scheme. Tax for the year comprises current tax and changes in deferred tax for the year. The tax expense relating to the profit/loss for the year is recognized in the income statement. Tax attributable to entries directly under comprehensive income is recognized directly in equity. Receivables Receivables comprise trade receivables, other receivables and receivables from related parties, which are measured at amortised cost, less provisions for credit losses. Prepayments Prepayments comprise expenses incurred in relation to subsequent financial years. Cash and cash equivalents Cash and cash equivalents comprise cash and short-term marketable securities with a term of three months or less that are readily convertible to cash and are subject to an insignificant risk of changes in value. Equity Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital. Dividends are recognised as a liability at the date when they are adopted at the annual general meeting (declaration date). The proposed dividend payment for the year is disclosed as a separate item under equity. Interim dividends are recognised as a liability at the date when the decision to pay interim dividends is made. Trade and other payables Trade payables, payables to related parties and other payables are measured at amortised cost. true -17000 47000 47000 7000 -64000 40000 61747000 0 21021000 0 140000 0 33000 2000 82811000 38000 16130000 8000 66681000 30000 -16087000 0 82768000 0 0 30000 66681000 30000 758481000 0 364519000 0 1187400000 0 500000 514000 1487000 185000 0 5000 21721000 185000 23708000 889000 1211108000 889000 15171000 23000 0 30000 1152771000 11000 24983000 0 1192925000 64000 2009000 100000 50000 717000 16124000 8000 18183000 825000 18183000 825000 1211108000 889000 23000 0 0 11000 30000 64000 0 0 0 0 30000 30000 0 0 -82768000 16087000 0 -66681000 15148000 1083667000 0 0 0 1098815000 0 -1083667000 0 1083667000 0 0 0 0 85180000 -85180000 0 0 0 0 27395000 0 0 27395000 15171000 0 24983000 1152771000 0 1192925000 23000 0 0 11000 100000 134000 0 0 0 0 100000 100000 0 0 0 0 30000 30000 23000 0 0 11000 30000 64000 1 Administrative expenses During the year, the Company had no employees, which was also the case in previous year USD ‘000 2025 2024 2 Investment in subsidiaries Cost at 1 January - - Addition 749,339 - Cost at 31 December 749,339 - Value adjustment at 1 January - - Share of result for the year 61,747 - Dividends received -80,000 - Equity movements in subsidiaries 27,395 - Value adjustment at 31 December 9,142 - Carrying amount 758,481 - On 1 June 2025, the Company increased its share capital through a non-cash contribution of assets amounting to USD 1,053,029,389. A part of the non-cash contribution comprised investments in subsidiaries of USD 749,339,130, including Ultrabulk A/S, Ultranav International II S.A. and Ultranav Fluvial ApS. 3 Investment in associates and joint-ventures Cost at 1 January - - Addition 328,306 - Cost at 31 December 328,306 - Value adjustment at 1 January - - Share of result for the year 23,753 - Dividends received -5,180 - Other increase (decrease) -4,880 - Value adjustment at 31 December 13,693 - Goodwill Cost at 1 January - - Addition 20,373 - Cost at 31 December 20,373 - Value adjustment at 1 January - - Adjustment 2,148 - Value adjustment at 31 December 2,148 Carrying amount 364,519 - On 1 June 2025, the Company increased its share capital through a non-cash contribution of assets amounting to USD 1,053,029,389. A part of the previous described non-cash contribution comprised USD 318,726,250 investments in associates with Navigator Holdings Ltd. being the material investment. During the year, the Company also made investments in Oslo Caribbean Carriers A/S, Tenerife Shipyard S.A. and other minor investments totaling USD 29,856,500. 4 Tax on profit for the year 2025 2024 Current tax for the year -16,129 -8 Current tax, prior years -1 0 -16,130 -8 5 Share capital The share capital comprises 100,000 shares of DKK 1,000 each. All shares rank equally. On 7 February 2025, the share capital was increased by nominally DKK 500,000 from DKK 125,000 to DKK 625,000 by cash contribution. On 29 April 2025, the share capital was increased by nominally DKK 500,000 from DKK 625,000 to DKK 1,125,000 by cash contribution. On 1 June 2025, the share capital was increased by nominally DKK 98,875,000 from DKK 1,125,000 to DKK 100,000,000 through a non-cash contribution of assets. 6 Related party disclosure In accordance with section 98 c(6) of the Danish Financial Statements Act, the Company has not disclosed any related party transactions as they were conducted on an arm’s length basis. Ownership: The following shareholders are registered in the Company's register of shareholders as holding minimum 5% of the voting rights or minimum 5% of the share capital: Ultranav International ApS, Smakkedalen 6, 2820 Gentofte, Denmark. 7 Disclosure of events after the balance sheet date No events have occurred after the balance sheet date that materially affects the financial position of the Company. 8 Contingent liabilities The Company is in joint taxation with other Danish companies in the Ultranav International ApS through its immediate parent Ultranav International ApS. The companies are jointly and unlimited liable for Danish corporation tax and withholding taxes on dividends, interest and royalties in the joint taxation. Any subsequent corrections of taxable joint taxation of income or withholding taxes on dividends, etc. could lead to companies' liability constitutes a larger amount. The group as a whole shall not be liable towards others. Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2025-01-01 2025-12-31 2024-01-01 2024-12-31 2026-04-30 Bent Jensen Reporting class B 2012-01-01 2026-04-30 34469784 Ultratank Shipping ApS Smakkedalen 6 2820 Gentofte Opinion Basis for Opinion 2026-04-30