34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 3 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 34086796 2024-01-01 2024-12-31 cmn:ConsolidatedMember 34086796 2025-12-31 cmn:ConsolidatedMember 34086796 2024-12-31 cmn:ConsolidatedMember 34086796 2024-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 34086796 2024-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 34086796 2024-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueOfHedgingMember 34086796 2024-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 34086796 2024-12-31 cmn:ConsolidatedMember fsa:ProposedDividendRecognisedInEquityMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueOfHedgingMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ProposedDividendRecognisedInEquityMember 34086796 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 34086796 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 34086796 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueOfHedgingMember 34086796 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 34086796 2025-12-31 cmn:ConsolidatedMember fsa:ProposedDividendRecognisedInEquityMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 34086796 2024-01-01 2024-12-31 cmn:ConsolidatedMember 1 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 34086796 2024-01-01 2024-12-31 cmn:ConsolidatedMember 1 34086796 2023-12-31 cmn:ConsolidatedMember 34086796 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ShorttermDeferredIncomeMember 34086796 2025-01-01 2025-12-31 34086796 2024-01-01 2024-12-31 34086796 2025-12-31 34086796 2024-12-31 34086796 2024-12-31 fsa:ContributedCapitalMember 34086796 2024-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34086796 2024-12-31 fsa:ReserveForDevelopmentExpenditureMember 34086796 2024-12-31 fsa:RetainedEarningsMember 34086796 2024-12-31 fsa:ProposedDividendRecognisedInEquityMember 34086796 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 34086796 2025-01-01 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34086796 2025-01-01 2025-12-31 fsa:ReserveForDevelopmentExpenditureMember 34086796 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 34086796 2025-01-01 2025-12-31 fsa:ProposedDividendRecognisedInEquityMember 34086796 2025-12-31 fsa:ContributedCapitalMember 34086796 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 34086796 2025-12-31 fsa:ReserveForDevelopmentExpenditureMember 34086796 2025-12-31 fsa:RetainedEarningsMember 34086796 2025-12-31 fsa:ProposedDividendRecognisedInEquityMember 34086796 2025-01-01 2025-12-31 fsa:ShorttermDeferredIncomeMember iso4217:DKK xbrli:pure Annual report 2026-06-23 Bjarke Brøns The Board of Directors and the Executive Board have today considered and approved the annual report of DESMI A/S for the financial year 01.01.2025 - 31.12.2025. The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view​of the Group's and the Parent's financial position at 31.12.2025and of the results of their operations and the consolidated cash flows for the financial year01.01.2025 -31.12.2025. We believe that the management commentary contains a fair review of the affairs and conditions referred to therein. We recommend to the Annual General Meeting that the consolidated financial statements and the parent financial statements for the next financial year not ​be audited. We recommend the annual report for adoption at the Annual General Meeting. Nørresundby Hung Chung Humphrey Lau Hung Chung Humphrey Lau Niels Erik Olsen Bjarke Brøns To the shareholders of DESMI A/S We have audited the consolidated financial statements and the parent financial statements of DESMI A/S for the financial year 01.01.2025 - 31.12.2025, which comprise the income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for the Group as well as the Parent, and the consolidated cash flow statement. The consolidated financial statements and the parent financial statements are prepared in accordance with the Danish Financial Statements Act. ​​ ​​In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view​of the Group's and the Parent's financial position at 31.12.2025 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2025 - 31.12.2025 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and 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 consolidated financial statements and the parent financial statements" section of this auditor’s report. We are independent of the Group 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. Management is responsible for the preparation of consolidated financial statements and parent 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 consolidated financial statements and parent financial statements that are free from material misstatement, ​whether due to fraud or error. ​​ ​​In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and the Entity’s ability to continue ​as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going ​concern basis of accounting in preparing the​consolidated financial statements and the parent financial statements unless Management either intends to liquidate ​the Entity or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent 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 consolidated financial statements and parent 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 consolidated financial statements and the parent 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 Group's and the Entity’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 consolidated financial statements and the parent 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 Group's and the Entity’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 consolidated financial statements and the parent 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 ​Group and the ​Entity to cease to continue as a going concern.​Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures ​in the notes, and whether the consolidated financial statements and the parent 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 consolidated financial statements and the parent 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. Management is responsible for the management commentary. ​ ​Our opinion on the financial statements does not cover the management commentary, 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 the management ​commentary and, in doing so, consider whether the management commentary is materially inconsistent with ​the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. ​ ​Moreover, it is our responsibility to consider whether the management commentary provides the information ​required by relevant law and regulations.Based on the work we have performed, we conclude that the management commentary is in accordance with ​​the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary. Aalborg Deloitte Statsautoriseret Revisionspartnerselskab Deloitte Statsautoriseret Revisionspartnerselskab 33963556 33963556 Jakob Olesen State Authorised Public Accountant mne34492 Lars Dam Østergaard State Authorised Public Accountant mne34501 Financial highlights2025​DKK'0002024​DKK'0002023​DKK'0002022​DKK'0002021​DKK'000Key figuresRevenue1,865,3641,703,7321,953,7191,879,5311,275,226Gross profit/loss623,855597,852639,419568,008404,623Operating profit/loss163,733176,409243,382217,172113,280Net financials(7,541)(2,627)(23,422)(17,676)9,511Profit/loss for the year114,43894,290167,089152,38395,553Balance sheet total1,361,7661,234,0631,346,7981,252,4881,114,958Equity753,713767,591727,738574,926586,527Average number of ​employees1,0331,0441,029976905RatiosGross margin (%)33.4435.0932.7330.2231.73Net margin (%)6.135.538.558.117.49Return on equity (%)15.0412.6125.6526.2417.29Equity ratio (%)55.3562.2054.0345.9052.61Financial highlights are defined and calculated in accordance with the current version of "Recommendations & ​Ratios" issued by the CFA Society Denmark.Gross margin (%) :​Gross profit/loss * 100​​RevenueNet margin (%) : Profit/loss for the year * 100 ​​RevenueReturn on equity (%) :Profit/loss for the year * 100 ​​​Average equityEquity ratio (%) :​Equity * 100 ​​​Balance sheet total Primary activitiesThe Group designs, produces, markets and services pumps, environmental equipment and solutions related to these. ​ ​The Group’s activity is divided into the following segments and ​customer verticals: ​• Marine, pumps and systems for vessels all over the world ​• Industry & Utility, pumps and systems for small to large-scale industry & utility sites ​• Defence, pumps and supporting systems for naval applications ​• Aquaculture, critical flow processes for well-boats and land-based fish farming ​• New Green Solutions, pumps supporting the green transition ​• EnviRo-Clean, clean-up solutions for oil spill, seaweed & plastics ​ ​The product range, which is complemented by agency products from globally leading manufacturers, is also supplemented by associated services in the form of complete design and installation of pumping systems including automation/controls and aftersales service through the well-developed group network of subsidiaries and service centers. ​ ​The mission of the DESMI Group is to develop leading flow technology products, solutions, and services, tailored to optimize critical processes in core customer applications. Since 1834, DESMI has pioneered the development and optimization of critical flow processes providing our customers the dependable solutions they need to operate with a high degree of product reliability and efficiency. DESMI exist to keep the businesses of our customers and end-users flowing – summarized in our purpose “Make life flow”. ​ ​In February 2025 Nordan Marine was acquired by the DESMI Group. Nordan Marine has approx. 35 employees and is a Global Service Provider specializing in maintenance and repair of cryogenic gas handling systems on LPG,​LEG, and LNG carriers, as well as propulsion systems on LNG and alternative fuel-capable vessels. Development in activities and financesDESMI Group’s revenue reached DKK 1,865 million in 2025, which is an increase of 9% (7% without acquisitions) compared to 2024. ​ ​The Group increased revenue and extended its market position in the Marine, Defense, Aquaculture, and New Green Solutions segments and in the market for environmental response equipment. The aftersales business comprising spare parts and aftersales service grew significantly in 2025 as a result of focused Group efforts on further developing and widening offering to customers. ​ ​The revenue from Ballast Water Management Systems (BWMS) continued the expected decline in 2025 as the deadline for mandatory retrofit of BWMS on the existing fleet reached the deadline in the fall of 2024. ​ ​In 2025 the Group’s Operating Profit amounted to DKK 163,7 million in 2025 compared to DKK 176,4 million in 2024. The development was related to higher sales and with continued investments in development in the organization e.g. within product development, commercial setup, IT infrastructure and efficiency in processes. The profit in 2025 amounted to DKK 114,4 million compared to DKK 94,3 million in 2024. Profit/loss for the year in relation to expected developmentsFor 2025 expectations were higher revenue. With a sales growth of 9% this target was realized. ​ ​The expectations for 2025 for the Company and the Desmi Group were profit for the year of DKK 130-150 million and the profit for the year of DKK 114,4 million is considered below expectations. OutlookThe Desmi Group has implemented a number of activities to increase sales and improve earnings in 2026 and forward. As a result of this the Group expects revenue in 2026 between DKK 1.900 to 1.950 million. Profit for the year for the Group and the Company is expected to be between DKK 100 to 120 million in 2026. Use of financial instrumentsFinancial Resources ​Cash flow from operating activities amounted to DKK 158,7 million in 2025. The net investments in fixed assets amounted to DKK -108,9 million in 2025 and, included among other, the acquisition of Nordan Marine, investments into production and testing setup for new products as well as IT investments primarily into the Group’s future ERP platform. The Group considers its financial resources to be fully adequate. ​ ​Financial Risks ​In connection with the global activities of the Group, exchange rate fluctuations are considered a risk factor. The Group’s currency policy is to hedge commercial exchange rate risks when deemed ​attractive. Forward exchange contracts are the primary method used for exchange rate hedging. ​A major part of the cost of goods sold in the Group relates to metals, primarily copper, and consequently fluctuations in metal cost prices are considered a risk factor in relation to the current order book and quotations. The price development is followed, and ad hoc hedging of this risk is done when considered attractive based on expected future price development. ​ ​Parts of the Group are dependent on certain key suppliers. To mitigate this risk, the Group develops alternative solutions such as alternative suppliers, alternative components, safety stocks etc. Research and development activitiesThe Group is engaged in a number of development projects, which aims to develop, optimize and extend the existing product range. Especially within the automation and digitization field and the ​products within the New Green Solutions verticals, concepts and solutions are being developed, which supports the strategy and contributes to an increase in long-term competitiveness. Statutory report on corporate social responsibilityCorporate Social Responsibility ​The Group’s approach to sustainability and corporate social responsibility approach builds on the belief that the Group, as a business, influences and impacts people, environments, and ​communities around the globe, and that the Group has a responsibility for reducing any potential harm while maximizing benefits for our stakeholders. The approach further builds on a number of policies laying out the principles for the Group’s approach – including Environmental, Procurement, Health & Safety, Compliance and Whistleblower policies as further detailed below in this section. Also, the Group has identified how it can contribute to the UN’s Sustainable Development Goals (SDGs) within its various business areas as further detailed​at the Group’s website at https://www.desmi.com/about-desmi/un-sdgs/. ​ ​During 2025, the Group continued to strengthen its focus on ESG-related matters and the further integration of sustainability into relevant business processes. The Group continued its work with environmental, social and governance topics, building on the policies and priorities established in previous years, including the Environmental and Health and Safety policies developed following the Double Materiality Assessment conducted in 2024. ​ ​The Double Materiality Assessment continued to provide an important foundation for the Group’s ESG priorities, with material areas identified within climate mitigation and adaptation, own workforce and workers in the value chain. During 2025, the Group also continued to develop its approach to ESG performance monitoring and external sustainability expectations. ​ ​As part of this work, the Group implemented EcoVadis as a platform to support ESG assessments and transparency, both in relation to the Group’s own sustainability performance and in connection with increasing customer and supplier expectations. In addition, the Group continued to focus on energy efficiency initiatives. At the Danish factory, a new calorifier heating system was installed, contributing to improved energy performance and supporting the Group’s ongoing efforts to reduce environmental impact from operations. ​ ​The Group also participated in projects related to the use and valorization of waste materials, supporting the continued focus on resource efficiency and circularity. Furthermore, the Group maintained its group-wide measurement of key ESG performance indicators, including greenhouse gas scope 1 and 2 emissions, employee safety, and employee satisfaction and motivation. ​During 2025, the Group continued to monitor developments in the ESG regulatory framework, including the EU Omnibus simplification package and its proposed amendments to the Corporate Sustainability Reporting Directive. The Group recognizes that the regulatory landscape is evolving and that the scope, timing and reporting requirements related to sustainability reporting may be subject to further clarification. Irrespective of these developments, the Group remains committed to improving ESG data quality, governance and reporting processes, also in response to increasing customer, supplier and financing-related sustainability expectations. ​ ​In 2025, the Group’s loan portfolio remained characterized as sustainability-linked, meaning that the Group’s development within certain key ESG areas may impact on the financing costs of the Group. Going forward, the Group expects to further strengthen its ESG/CSR focus, including continued work with energy efficiency, ESG data maturity, supplier and customer-related sustainability requirements, resource efficiency, and preparations for future measurement of greenhouse gas scope 3 emissions. ​​Business Model ​As a Group, DESMI is globally active in manufacturing and selling pumps, environmental equipment and related solutions. Manufacturing takes place at the Group’s assembly facilities in China, Denmark, India and the USA, supported by sub-suppliers located across these geographies, with a significant part of the supplier base historically located in China. ​ ​In addition to the four assembly facilities, the Group has established its own foundry in China, from where approximately 80% of the required castings in precious metals are delivered. This continues to be important in relation to controlling the environmental and climate impact of the casting process, as well as maintaining oversight of social and employee-related conditions. ​ ​During 2025, the Group also initiated sourcing of selected components in Europe for the European market. This initiative supports the Group’s efforts to reduce transportation-related emissions, improve supply chain resilience, balance geopolitical and logistical risks, and shorten lead times for European customers. The initiative also reflects the Group’s continued focus on developing a more robust and regionally balanced supply chain while​maintaining quality, cost-efficiency and sustainability considerations . ​​​Material ESG Impacts, Risks and Opportunities ​Based on the Double Materiality Assessment, Group Management has assessed that the most material ESG matters for the DESMI Group relate to climate change mitigation and adaptation, own workforce, and workers in the value chain. ​ ​The most significant climate-related impacts are linked to greenhouse gas emissions across the value chain, including emissions from suppliers, the Group’s own manufacturing activities, and the use phase of the Group’s products. As DESMI’s products are used in industrial, marine, defence, aquaculture and utility applications, product efficiency, durability and lifecycle performance are important factors in reducing environmental impact for customers. ​ ​Material social impacts and risks are primarily related to employee health and safety, working conditions within the Group’s own operations, and labour and social conditions in the supplier base. These matters are particularly relevant due to the Group’s global manufacturing footprint and international supply chain. ​ ​The Group manages these matters through policies, management systems and ongoing performance monitoring. Supplier expectations are addressed through procurement requirements, including requirements related to responsible business conduct, environmental performance and internationally recognized labour standards. The Group also continues to strengthen its supplier approach, including through ESG assessments and increased transparency in the value chain. ​In its own operations, the Group applies ISO 14001 as part of its environmental management approach and monitors key ESG performance indicators, including scope 1 and scope 2 greenhouse gas emissions, employee safety performance, and employee satisfaction and motivation. In product development, the Group continues to focus on solutions that support energy efficiency, reliability, long product lifetime and reduced environmental impact for customers. ​ ​Going forward, the Group will continue to develop its ESG risk management and data maturity, including further work on supplier-related ESG risks, scope 3 greenhouse gas emissions, product-related environmental impacts, and employee health and safety performance. ​​Environment and Climate ​As an internationally operating company, the Group acknowledges its role in addressing climate change and in limiting the negative environmental impact from its activities. Therefore, beyond ​developing and selling products and solutions that help to reduce energy usage in marine transportation, and which reduces negative biodiversity impact of the use of ballast water in marine ​transportation, the Group has formulated an Environmental Policy and a Procurement Policy to guide its efforts in limiting the negative environmental impact from its activities. While the Environmental Policy addresses the Group’s general position towards environmental sustainability, parts of the Procurement Policy address sustainability in relation to the Group’s external suppliers. ​ ​Environmental Policy ​In 2025, DESMI updated its Environmental Policy to further strengthen the Group’s commitment to environmental​responsibility, sustainable development and continual improvement. The policy establishes the framework for setting environmental objectives and ensures that environmental considerations are integrated into DESMI’s business strategy and operations. ​DESMI is committed to the protection of the environment, including prevention of pollution, sustainable use of resources and mitigation of climate change. The Group complies with applicable environmental laws, regulations and other requirements and is committed to reducing CO₂ emissions, minimizing waste, conserving water and energy, and improving environmental performance through defined objectives, targets and continuous improvement. ​ ​The Group’s key environmental objectives are to reduce Scope 1 and 2 CO₂ emissions year-on-year, reduce water consumption year-on-year, improve waste recycling and conduct an annual review of chemicals used in operations to identify and implement substitution of hazardous substances where feasible. The objectives are supported by measurable targets and key performance indicators and are reviewed at least annually as part of management review. ​ ​DESMI applies recognized frameworks such as the United Nations Sustainable Development Goals, ISO 14001 and the Greenhouse Gas Protocol to support the definition and monitoring of environmental objectives. Environmental performance is systematically monitored, measured and evaluated through ESG KPIs, internal and​external audits, management reviews, corrective and preventive actions, and integration with QHSE processes in the HOPEX system. ​ ​The policy also recognizes that customer expectations increasingly include environmental performance. Customer feedback related to sustainability, energy efficiency and environmental impact is therefore considered as input to environmental objectives, improvement activities and product development. DESMI also ensures that environmental communication is transparent, accurate and reliable, and that environmental claims are documented and substantiated to avoid misleading or overstated statements. ​ ​GHG emissions ​Scope 1 and Scope 2 greenhouse gas emissions are accounted for and reported with reference to the GHG Protocol Corporate Accounting and Reporting Standard and ISO 14064-1. Emissions are calculated based on actual consumption data and relevant emission factors for the applicable energy sources. ​​​​Scope 1 emissions comprise direct greenhouse gas emissions from sources owned or controlled by the Group. This includes emissions from fuel and other direct energy consumption at the Group’s manufacturing sites, where​applicable, as well as emissions from company-owned vehicles and leased vehicles controlled by the Group. ​ ​Scope 2 emissions comprise indirect greenhouse gas emissions from the Group’s consumption of purchased energy, including electricity and heating used in the Group’s own facilities. The Group’s Scope 2 emissions are primarily related to purchased electricity consumed at the Group’s foundry in China. ​ ​Scope 3 emissions are not currently included in the Group’s reported greenhouse gas emissions. The Group recognizes that Scope 3 emissions may represent a relevant part of the Group’s total value chain emissions, including emissions related to purchased goods and services, transportation, and the use of sold products. The Group will continue to develop its approach to greenhouse gas reporting, including future assessment and measurement of relevant Scope 3 emission categories. ​ ​In 2025, Scope 1 emissions decreased from 939.8 tonnes CO₂ in 2024 to 829.3 tonnes CO₂, corresponding to a reduction of 110.5 tonnes CO₂ or approximately 11.8%. Scope 2 emissions increased from 4,416.9 tonnes CO₂ in 2024 to 4,885.0 tonnes CO₂ in 2025, corresponding to an increase of 468.1 tonnes CO₂ or approximately 10.6%. ​ ​Combined Scope 1 and Scope 2 emissions increased from 5,356.7 tonnes CO₂ in 2024 to 5,714.3 tonnes CO₂ in 2025, corresponding to an increase of 357.6 tonnes CO₂ or approximately 6.7%. ​ ​The calculation of the per employee emissions is based on the total emissions divided by the average number of employees in the year. ​​Employees and society ​The employees of the Group are one of the most important assets of the Group. Management therefore prioritizes ensuring a safe and healthy working environment with a strong focus on employee safety, well-being and continuous improvement. This was further confirmed by the Double Materiality Assessment, in which the Group’s own workforce, including health, safety and well-being, was identified as a material ESG area. ​ ​All companies in the Group work actively with health and safety. The production sites in China, US and India are certified in accordance with the international occupational health and safety management standard ISO 45001, and the principles of this standard are being applied across the Group’s other production sites. ​ ​The key performance indicator for the Group’s health and safety performance is the Lost Time Incident Rate, which measures the number of work-related incidents resulting in absence beyond the day of the incident relative to active working hours. From 2025, the Group has introduced a revised calculation method, under which the number of lost time incidents is measured per 200,000 active working hours. This method has been applied to provide a more operationally relevant and consistent basis for monitoring health and safety performance across the Group. ​ ​Based on the revised calculation method, the Group’s Lost Time Incident Rate improved from 3.1 in 2024 to 1.2 in 2025. This represents a significant positive development and reflects the increased focus on safety across the organization. During the year, the Group continued to strengthen its safety initiatives, including increased awareness, improved follow-up on incidents and safety observations, local improvement actions, and a stronger management focus on health and safety performance. ​​​​The health and safety performance in 2025 showed clear improvement compared to 2024. In 2024, performance was not considered satisfactory, particularly at the main production facility in Denmark, where several actions were initiated to improve layout, awareness, equipment and safe working practices. These initiatives, combined with increased organizational focus on safety, contributed to the improved performance in 2025. Health and safety remain a key focus area across all production units, including the foundry and assembly site in China. ​ ​To further support health and safety performance, the Group has implemented a group-wide Health and Safety Policy. The objectives of the policy are to eliminate hazards, continuously reduce the number of accidents, and ensure ongoing improvements in employee safety. The policy covers the organization of health and safety work, compliance with applicable laws and requirements, maintenance of equipment, alcohol and substance abuse principles, and processes for handling and following up on incidents. ​ ​To further monitor and improve employee well-being, the DESMI Group conducts an annual standardized, group-wide survey measuring employee satisfaction across a broad range of topics, including working conditions, leadership, processes, compensation, and collaboration. ​In 2026, the survey achieved a continued high response rate of 94% across all Group employees, reflecting strong engagement and commitment to providing feedback. Overall satisfaction and motivation reached a score of 74 at​Group level, indicating a stable and resilient employee base. ​The results show more positive developments. Leadership scores are improving across many teams, providing a strong foundation for further progress, while overall results demonstrate high stability and resilience across functions and geographies. The majority of positive feedback centers around the immediate manager, job content, company culture, and working environment, as well as overall management and direction. The survey continues to provide valuable insights at Group, functional, and local levels, supporting the ongoing efforts to strengthen employee engagement, well-being and maintain DESMI as an attractive employer. ​​Human Rights ​Based on the Double Materiality Assessment, the Group assesses that the most significant human rights-related risks are primarily linked to the supply chain, particularly in relation to working conditions and the treatment of workers employed by suppliers. ​ ​The Group manages these risks through its Procurement Policy and standard procurement terms, which set expectations for suppliers regarding responsible business conduct, respect for human rights, fair treatment of workers and safe working conditions. Suppliers are expected to comply with applicable labour laws and internationally recognised labour standards, including requirements related to fair wages and benefits, non-discrimination, freedom from forced labour and the prohibition of child labour. ​ ​Work continued during the year to implement the Group’s standard procurement terms, including requirements related to relevant international conventions and responsible labour practices, into supplier relationships across the Group. No violations of the Group’s procurement policy or standard procurement terms related to human rights, fair treatment of workers or safe working conditions were reported during the financial year. ​ ​In addition, the Group has implemented a Compliance Policy, including a Code of Ethics, which sets out the principles and expectations for employees and relevant stakeholders regarding ethical behavior, integrity, transparency and accountability. The policy supports the Group’s commitment to comply with applicable laws and regulations, including trade laws and regulations, avoid conflicts of interest, protect whistleblowers, and prevent bribery and corruption. ​ ​The Group has a formal whistleblower policy and reporting mechanism available to both internal and external stakeholders. Reports can be submitted anonymously if desired. The whistleblower policy and reporting portal are accessible through both the Group’s internal intranet and external website. ​ ​Whistleblower reports are handled confidentially. Reports are initially assessed by an independent third-party law​firm to determine whether further action is required. Where relevant, reports are subsequently handled by the Group’s designated Whistleblower Reporting Committee. During the financial year, the Group received no whistleblower reports. ​​Anti-Bribery and Anti-Corruption ​The Group has a zero-tolerance approach to bribery, corruption and unethical business practices. This position is set out in the Group’s Compliance Policy, which prohibits any form of bribery, corruption or improper payments, including offering, giving, requesting or receiving bribes or other undue advantages. ​ ​The Compliance Policy states that employees must not engage in activities that may violate applicable anti-corruption laws, compromise DESMI’s reputation or create conflicts between personal interests and the interests of the Group. The policy forms part of the Group’s broader compliance framework and supports a culture based on integrity, transparency and accountability. ​Anti-bribery and anti-corruption expectations are also reflected in the Group’s Global Employee Handbook, the Procurement Policy and the Group’s standard procurement terms. These requirements are being implemented in​supplier relationships as part of the Group’s ongoing work to strengthen responsible business conduct across the​value chain. ​ ​The Group’s whistleblower policy and reporting mechanism also support the prevention, detection and reporting of potential bribery, corruption or other unethical conduct. The mechanism is available to both internal and external stakeholders, and reports may be submitted anonymously. ​No incidents related to bribery or corruption were reported during the financial year. Statutory report on data ethics policyThe Group has adopted a Data Ethics Policy, which sets out the principles for DESMI’s ethical use of data and new technology. The purpose of the policy is to support responsible data practices, increase awareness of data ethics across the organization and ensure that data is used in a secure, transparent and accountable manner. ​ ​DESMI processes data related to employees, customers, suppliers, business partners and visitors to the Group’s website. This includes both personal and non-personal data. The Group’s data ethics principles are based on security, transparency and responsibility. DESMI strives to ensure that data is collected and processed only where​there is a legitimate and relevant purpose, and that such processing does not violate privacy rights or other fundamental rights. DESMI does not sell data to third parties. ​ ​During 2025, the Group continued its focus on maintaining a high level of IT and cyber security to protect confidential information, business-critical data and personal data against unauthorized access, use, disclosure or publication. This included ongoing employee awareness activities related to cyber security threats and responsible digital behavior. The Group also continued to use technical and organizational measures to reduce cyber security risks and support secure handling of data across the organization. ​ ​As the use of digital tools and new technologies continues to develop, including increased use of AI-enabled solutions, DESMI remains focused on ensuring that such technologies are applied responsibly and in accordance with applicable legal, ethical and information security requirements. The Group’s approach is based on ensuring appropriate human oversight, data protection, confidentiality and transparency when using data and digital technologies. ​In relation to its website, the Group has published a privacy notice which provides information to users regarding the collection and use of data. The privacy notice is available on the Group’s website. ​ ​The Group’s whistleblower policy and whistleblower reporting mechanism can be accessed internally through the Group’s intranet and externally through the Group’s website. The reporting mechanism allows internal and external stakeholders to report concerns confidentially and, if desired, anonymously. Personal data related to whistleblower reports is handled in accordance with applicable data protection requirements. ​​ Events after the balance sheet dateWhile the Group at present does not expect a material impact on the expectations for 2026 from the global macroeconomic situation, it cannot be ruled out that the resulting increase in global uncertainty that may impact global economic growth can have an impact on 2026 depending on how the uncertainty impacts economic growth. 1865364000 1703732000 1241509000 1105880000 623855000 597852000 342347000 315598000 117775000 105845000 163733000 176409000 6218000 10820000 13759000 13447000 156192000 173782000 41754000 79492000 114438000 94290000 47329000 48852000 20829000 202000 23603000 133000 72458000 40816000 164219000 90003000 18320000 20431000 28223000 28466000 11196000 13637000 13194000 4623000 70933000 67157000 10646000 7620000 10646000 7620000 245798000 164780000 219408000 260639000 89166000 73400000 135364000 130168000 8227000 0 452165000 464207000 380161000 302179000 87014000 24951000 0 3104000 0 995000 25633000 24015000 913000 4731000 15567000 29612000 509288000 389587000 154515000 215489000 1115968000 1069283000 1361766000 1234063000 29445000 29445000 -31668000 526000 18000 -3860000 645918000 641480000 110000000 100000000 753713000 767591000 20201000 5449000 3473000 5287000 23674000 10736000 70365000 106412000 244590000 158166000 125666000 22428000 61946000 56140000 73413000 83906000 8399000 28684000 584379000 455736000 584379000 455736000 1361766000 1234063000 29445000 526000 -3860000 675480000 100000000 0 0 0 -34000000 0 0 100000000 0 32194000 0 0 0 3878000 0 0 0 0 4438000 110000000 29445000 -31668000 18000 645918000 110000000 801591000 -34000000 100000000 32194000 3878000 114438000 753713000 27926000 25356000 -5287000 436000 67163000 -166443000 Exchange rate adjustments -29419000 9322000 461000 -2344000 224577000 42736000 6218000 10820000 13759000 13447000 58292000 69440000 158744000 -29331000 44910000 40184000 14849000 18558000 109000 846000 46990000 0 Other adjustments -2277000 0 -108917000 -57896000 -49827000 87227000 10801000 0 100000000 65000000 -110801000 -65000000 -60974000 -152227000 215489000 367716000 154515000 215489000 1 Revenue2025​DKK'0002024​DKK'000Denmark315,225192,373European Union274,461309,232Other countries1,275,6781,202,127Total revenue by geographical market1,865,3641,703,732Products1,450,3641,372,732Spare parts288,000269,000Service127,00062,000Total revenue by activity 1,865,3641,703,732 2 Fees to the auditor appointed by the Annual General MeetingWith reference to section 96(3), the fee to the auditor appointed by the Annual General Meeting has not been disclosed. The fee is included in the consolidated financial statements of Danish Flow Topco ApS. 3 Staff costs2025​DKK'0002024​DKK'000Wages and salaries339,807398,049Pension costs19,31913,313Other social security costs29,14629,917388,272441,279Average number of full-time employees1,0331,044With reference to section 98b(3) no. 1 of the Danish Financial Statements Act, the Group has not dislcosed remuneration of the Executive Board and Board of Directors for 2024 and 2025. The members of the Board of Directors do not receive any remuneration in their capacity as board members. 1033 1044 4 Other financial expenses2025​DKK'0002024​DKK'000Financial expenses from group enterprises2,9102,272Other financial expenses10,84911,17513,75913,447 5 Tax on profit/loss for the year2025​DKK'0002024​DKK'000Current tax26,00778,853Change in deferred tax15,74763941,75479,492 6 Proposed distribution of profit/loss2025​DKK'0002024​DKK'000Provision for future distributions110,000100,000Retained earnings4,438(5,710)114,43894,290 110000000 100000000 4438000 -5710000 114438000 94290000 7 Intangible assetsCompleted development projects​DKK'000Acquired intangible assets​DKK'000Goodwill​DKK'000Development projects in progress​DKK'000Cost beginning of year149,1839,00421,57240,816Addition through business combinations etc022,93125,9850Exchange rate adjustments(17)000Transfers9,75000(9,750)Additions3,5180041,392Disposals(25,497)000Cost end of year136,93731,93547,55772,458Amortisation and impairment losses beginning of year(100,331)(8,802)(21,439)0Amortisation for the year(14,314)(2,304)(2,515)0Reversal regarding disposals25,037000Amortisation and impairment losses end of year(89,608)(11,106)(23,954)0Carrying amount end of year47,32920,82923,60372,458During the financial year the Group has acquired the majority of Nordan Marine A/S, as part of the acquisition the​following identified intangible assets as been recognized:​​Goodwill: DKK 25,985k​Trademarks: DKK 10,522k ​Customer relations: DKK 12,409k ​ 8 Development projectsA part of the Groups activitiy is to develop, optimize and extend the existing product range. The Group is working continuously and intensively on completing development projects in progress and on new development projects as well as on the marketing production thereof. ​ ​Management is of the opinion that there continues to be a lucrative market for the sale of the Group's equipment, and it is the management's continued intention to support the development projects by allocating the necessary resources for completing the development of the projects as well as for production, marketing and sales etc. On this basis, management is of the opinion that the value of the development projects still exists at the ​balance sheet date. 9 Property, plant and equipmentLand and buildings​DKK'000Plant and machinery​DKK'000Other fixtures and fittings, tools and equipment​DKK'000Property, plant and equipment in progress​DKK'000Cost beginning of year15,371126,15661,3704,623Exchange rate adjustments(919)5,846(1,425)2Transfers0(84)7190Additions03,5552,7258,569Disposals0(6,644)(131)0Cost end of year14,452128,82963,25813,194Revaluations beginning of year8,171000Revaluations end of year8,171000Depreciation and impairment losses beginning of year(3,111)(97,690)(47,733)0Exchange rate adjustments(639)(5,490)(896)0Depreciation for the year(553)(3,962)(3,563)0Reversal regarding disposals06,5361300Depreciation and impairment losses end of​year(4,303)(100,606)(52,062)0Carrying amount end of year18,32028,22311,19613,194 10 Financial assetsOther receivables​DKK'000Cost beginning of year7,620Additions3,026Cost end of year10,646Carrying amount end of year10,646 11 Contract work in progress2025​DKK'0002024​DKK'000Contract work in progress144,066(16,384)Progress billings(127,417)(65,077)Transferred to liabilities other than provisions70,365106,41287,01424,951 12 Deferred tax​​Changes during the year2025​DKK'0002024​DKK'000Beginning of year(4,454)(3,815)Recognised in the income statement(15,747)(639)End of year(20,201)(4,454)Deferred tax has been recognised in the balance sheet as follows2025​DKK'0002024​DKK'000 Deferred tax assets0995 Deferred tax liabilities(20,201)(5,449)(20,201)(4,454) 13 PrepaymentsPrepayments consist of prepaid expenses relating to subsequent financial years 14 Contributed capitalThe contributed capital is divided into shares of DKK 1,000 or multiples thereof, total nominal value DKK 29,445k. The shares have not been divided into classes. 15 Other provisions Provisions for warranty obligations consist of known as well as unknown warranty costs on current and completed orders. The provisions has all matured within 2025. 16 Deferred incomeDeferred income consists of deferred income relating to subsequent financial years 17 Changes in working capital2025​DKK'0002024​DKK'000Increase/decrease in inventories21,278(11,762)Increase/decrease in receivables(114,342)12,465Increase/decrease in trade payables etc.160,227(167,146)67,163(166,443) 18 Acquisition of enterprises2025​DKK​'000Intangible assets48,916Property, plant and equipment1,336Inventories9,236Receivables10,603Cash and cash equivalent1,364Bank loans(10,566)Payables to other credit institutions(235)Deferred tax(5,045)Trade payables(4,064)Other payables(3,191)Total consideration48,354Cash and cash equivalent balances aquired(1,364)Cash consideration46,990 19 Other unrecognised commitmentsUnrecognised rental and lease commitments2025​DKK'0002024​DKK'000Total liabilities under lease rental or agreements until maturity 32,03283,405Besides the above rental or lease commitments, the Group has, as of the balance sheet date, entered into the following significant unrecognised commitments to be settled after the balance sheet date:Other unrecognised commitments2025​DKK'0002024​DKK'000Purchase orders from external parties200,058153,601 20 Contingent liabilitiesThe Parent and the Danish subsidiaries participate in a Danish joint taxation arrangement in which Flow Danish TopCo ApS serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Parent and the Danish subsidiaries are therefore liable for income taxes etc. for the jointly taxed entities, and also for obligations, if any, relating to the withholding of tax on interest, royalties and dividends for the jointly taxed entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the administration company's financial statements.​​Desmi Ro-Clean A/S has provided a recourse guarentee for the parent company and Flow Danish BidCo ApS' debt​to credit institutions.​​As an international Group there is a risk related to transfer pricing adjustments. Management is of the opinion that this risk is not material and consequently no provisions are recognized in this respect. 21 Assets charged and collateralThe group have provided pledged collateral (suretyship) for revolving credit facilities under a joint maximum limit for the Group. ​​The bank debt of group and the parent company, Flow Danish BidCo ApS is secured by way of company pledges in the shares of the company DESMI Ro-Clean A/S, nominal value DKK 7,500k. ​The bank debt of DESMI Ro-Clean A/S to the local bank is secured by way of company pledges in a number of assets of nominal DKK 5,000k. Carrying amount of assets charged is DKK 89,350k. ​​ The Group has pledged nominal vlaue GBP 150k capital in DESMI Ltd.​The Group has pledged nominal value NOK 2,000k capital in DESMI Norge AS.​​DESMI A/S has issued several guarantees through its bank connection - the following guarantees has been issued: ​Payment guarantees amounting to DKK 10,523k.​Warranty guarantees amounting to DKK 12,801k.​Performance guarantees amounting to DKK 16,633k.​Other guarantees amounting to DKK 7,585k.​The guarantees expire in the period between 2026-2031.​​DESMI Ro-Clean A/S have issued company pledge for assets of nominal DKK 5,000,000 in intangible assets, property, plant and equipment, inventories and trade receivables. The pledged assets has a carrying amount of DKK 89,350k.​​Nordan Marine A/S has provided security for bank debt and all outstanding balances. A floating charge mortgage with a nominal value of DKK 15,000k with a pledge of a nominal amount of DKK 1,230k. ​The floating charge covers the following assets​• Inventories: DKK 7,673k ​• Trade receivables: DKK 13,028k ​• Operating equipment: DKK 1,029k 22 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report.​ No such transactions were conducted during the financial year. 23 Group relationsName and registered office of the Parent preparing consolidated financial statements for the largest group: ​OEP 82 BC., HollandName and registered office of the Parent preparing consolidated financial statements for the smallest group: ​Flow Danish BidCo ApS, Tagholm 1, 9400 Nørresundby 24 SubsidiariesRegistered inCorporate ​​formOwnership ​​​%DESMI Pumping Technology A/SDenmarkA/S100.00DESMI Ltd.EnglandLtd.100.00DESMI GmbH.GermanyGmbH100.00DESMI B.V.NetherlandsB.V.100.00DESMI sp. Z.o.o.Polandsp. Z.o.o.100.00DESMI Norge ASNorwayAS100.00DESMI SarlFranceSarl100.00DESMI China Holding A/SDenmarkA/S100.00DESMI Pumping Technology (Suzhou) Co. Ltd.ChinaLtd.100.00Desmi Pumping Technology (Xuancheng) Co. Ltd.ChinaLtd.100.00DESMI PTS Hong Kong LimitedHong KongLtd.100.00DESMI Singapore Pte. Ltd.SingaporeLtd.100.00DESMI Inc.USAInc.100.00DESMI Danmark A/SDenmarkA/S100.00DESMI Canada Inc.CanadaInc.100.00DESMI Sverige ABSverigeAB100.00DESMI India LLP.IndiaLLP100.00DESMI Africa LimitedTanzaniaLtd.100.00DESMI Ro-Clean A/SDenmarkA/S100.00DESMI Flow Technology West Africa Ltd. LagosNigeriaLtd.100.00Nordan Marine A/SDenmarkA/S100.00 15778000 8112000 15778000 8112000 27562000 12987000 114000 19000 -11670000 -4856000 123128000 98686000 3409000 17843000 2880000 14765000 111987000 96908000 -2451000 2618000 114438000 94290000 7831000 4283000 60829000 32087000 68660000 36370000 321000 568000 321000 568000 614752000 567564000 614752000 567564000 683733000 604502000 266313000 227442000 538000 3264000 2081000 0 5909000 9962000 274841000 240668000 0 131511000 274841000 372179000 958574000 976681000 29445000 29445000 289110000 287298000 53555000 28369000 271603000 322479000 110000000 100000000 753713000 767591000 98000 417000 98000 417000 10821000 16123000 189260000 188223000 3000000 3000000 1682000 1118000 0 209000 204763000 208673000 204763000 208673000 958574000 976681000 29445000 321298000 28369000 322479000 100000000 0 -31000000 0 -3000000 0 0 100000000 0 32194000 0 0 3878000 0 0 -96000000 96000000 0 25186000 -25186000 123128000 -118690000 110000000 29445000 289110000 53555000 271603000 110000000 801591000 -34000000 100000000 32194000 3878000 0 0 114438000 753713000 1 Staff costs2025​DKK'0002024​DKK'000Wages and salaries11,79911,208Pension costs474296Other social security costs652812,33811,532Average number of full-time employees1212Remunerationof Manage- ment​2025​DKK'000Total amount for management categories2,6022,602 12 12 Remunerationof Manage- ment​2025​DKK'000Total amount for management categories2,6022,602 2602000 2 Other financial income2025​DKK'0002024​DKK'000Financial income from group enterprises3,40915,600Other interest income02,2433,40917,843 3 Other financial expenses2025​DKK'0002024​DKK'000Financial expenses from group enterprises014,601Other interest expenses2,8801642,88014,765 4 Tax on profit/loss for the year2025​DKK'0002024​DKK'000Change in deferred tax(319)(382)Adjustment concerning previous years(51)3,000Refund in joint taxation arrangement(2,081)0(2,451)2,618 5 Proposed distribution of profit and loss2025​DKK'0002024​DKK'000Ordinary dividend for the financial year110,000100,000Retained earnings4,438(5,710)114,43894,290 110000000 100000000 4438000 -5710000 114438000 94290000 6 Intangible assetsCompleted development projects ​DKK'000Development projects in progress​DKK'000Cost beginning of year24,31932,087Transfers6,152(6,152)Additions034,894Cost end of year30,47160,829Amortisation and impairment losses beginning of year(20,036)0Amortisation for the year(2,604)0Amortisation and impairment losses end of year(22,640)0Carrying amount end of year7,83160,829 7 Development projectsThe group works on a number of develoopment projects, which partly aims to develop, optimize and extend the existing product ragne. Especially in the electrical automation field, concepts and solutions are being developed, which supports the strategy and contributes to an increase in competitiveness. The company is working continuously and intensively on completing development projects in progress and on new development projects as well as on the marketing production thereof. ​ ​The management is of the opinion that there contines to be a lucrative market for the sale of the company's equipment, and it is the management's continued intention to support the development projects by allocating the necessary resources for completing the development of the projects as well as for production, marketing, and ​sales, etc. On this basis, the management is of the opinion that the value of the development projects still exists at the balance sheet date. 8 Property, plant and equipmentOther fixtures and fittings, tools and equipment​DKK'000Cost beginning of year6,673Cost end of year6,673Depreciation and impairment losses beginning of year(6,105)Impairment losses for the year(247)Depreciation and impairment losses end of year(6,352)Carrying amount end of year321 9 Financial assetsInvestments in group enterprises​DKK'000Cost beginning of year277,266Addition through business combinations etc48,354Cost end of year325,620Revaluations beginning of year290,298Exchange rate adjustments(32,133)Amortisation of goodwill(4,155)Share of profit/loss for the year127,244Dividend(96,000)Fair value adjustments3,878Revaluations end of year289,132Carrying amount end of year614,752Goodwill or negative goodwill recognised during the financial year48,916A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements.During the financial year the company has acquired the majority of Nordan Marine A/S, as part of the acquisition the following identified intangible assets as been recognized.​​Goodwill: DKK 25.985k​Trademarks: DKK 10.522k ​Customer relations: DKK 12.409k​​The intangible assets are amortized over 10 years as the determined useful life. 10 PrepaymentsPrepayments consist of prepaid expenses relating to subsequent financial years. 11 Deferred tax​ ​​Changes during the year2025​DKK'0002024​DKK'000Beginning of year417798Recognised in the income statement(319)(381)End of year98417 12 Deferred incomeDeferred income consists of deferred income relating to subsequent financial years 13 Other unrecognised commitmentsUnrecognised rental and lease commitments2025​DKK'0002024​DKK'000Total liabilities under rental or lease agreements until maturity 592925 14 Contingent liabilitiesThe Entity participates in a Danish joint taxation arrangement in which Flow Danish TopCo ApS serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is​therefore liable for income taxes etc. for the jointly taxed entities,and also for obligations, if any, relating to the withholding of tax on interest, royalties and dividends for the jointly taxed entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the administration company's financial statements. 15 Assets charged and collateralThe company have provided pledged collateral (suretyship) for revolving credit facilities under a joint maximum limit for the Group. ​​DESMI A/S has issued several guarantees through its bank connection - the following guarantees has been issued:​Payment guarantees amounting to DKK 10,523 thousand.​Warranty guarantees amounting to DKK 12,801 thousand.​Performance guarantees amounting to DKK 16,633 thousand.​Other guarantees amounting to DKK 7,585 thousand.​​The guarantees expire in the period between 2026-2031. 16 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report.​ No such transactions were conducted during the financial year. This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act ​​governing reporting class C enterprises (large).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year. Material errors in previous yearsBy reference to section 54 of the Danish Financial Statements Act an error has been corrected, since the effect of a transfer pricing settlement related to the income years 2018-20 was not reflected in the financial statements for​2024. ​​The comparative figures for the consolidated financial statements 2024 have been adjusted as follows: ​- Tax on profit for the year is reduced from DKK -45,492k to DKK -79,492k ​- Profit for the year is reduced from DKK 128,290k to DKK 94,290k ​- Income tax payable is increased from DKK 0k to DKK 34,000k ​- Equity is reduced from DKK 801,591k to DKK 767,591k ​​The comparative figures for the parent financial statements 2024 have been adjusted as follows: ​- Income from investments in group enterprises is reduced from DKK 129,686k to DKK 98,686k ​- Tax on profit for the year is reduced from DKK 382k to DKK -2,618k ​- Profit for the year is reduced from DKK 128,290k to DKK 94,290k ​- Investments in group enterprises is reduced from DKK 598,564k to DKK 567,564k ​- Income tax payable is increased from DKK 0k to DKK 3,000k ​- Equity is reduced from DKK 801,591k to DKK 767,591k Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic ​​benefits will flow to the Entity, and the value of the asset can be measured reliably. ​​ ​​Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a ​​result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the ​​value of the liability can be measured reliably. ​​ ​​On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial ​​recognition is effected as described below for each financial statement item. ​​ ​​Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm ​​or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and ​​measurement. ​​ ​​Income is recognised in the income statement when earned, whereas costs are recognised by the amounts ​​attributable to this financial year. Consolidated financial statementsThe consolidated financial statements comprise the Parent and the group enterprises (subsidiaries) that are controlled by the Parent. Control is achieved by the Parent, either directly or indirectly, holding more than 50% of the voting rights or in any other way possibly or actually exercising controlling influence. Basis of consolidationThe consolidated financial statements are prepared on the basis of the financial statements of the Parent and its subsidiaries. The consolidated financial statements are prepared by combining uniform items. On consolidation, intra-group income and expenses, intra-group accounts and dividends as well as profits and losses on transactions between the consolidated enterprises are eliminated. The financial statements used for consolidation have been prepared applying the Group’s accounting policies.​​Subsidiaries’ financial statement items are recognised in full in the consolidated financial statements. Minority interests’ pro rata shares of the profit/loss and the net assets are disclosed as separate items in Management's proposal for the distribution of net profit/loss and equity, respectively.​​Investments in subsidiaries are offset at the pro rata share of such subsidiaries’ net assets at the acquisition date,​with net assets having been calculated at fair value. Business combinationsNewly acquired or newly established enterprises are recognised in the financial statements from the time ​​of acquiring or establishing such enterprises. Divested or wound-up enterprises are recognised in the income ​​statement up to the time of their divestment or winding-up. ​​ ​​The purchase method is applied at the acquisition of new enterprises, under which identifiable assets and ​​liabilities of these enterprises are measured at fair value at the acquisition date. Provisions for costs of ​restructuring of the enterprise acquired are only made in so far as such restructuring was decided by the ​​enterprise acquired prior to acquisition. Allowance is made for the tax effect of restatements.Positive differences in amount (goodwill) between cost of the acquired share and fair value of the assets ​​and liabilities taken over are recognised in intangible assets, and they are amortised systematically over ​​the income statement based on an individual assessment of their useful lives. If the useful life cannot be ​​estimated reliably, it is fixed at 10 years. Useful life is reassessed annually. Foreign currency translationOn initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction ​date. Receivables, payables and other monetary items denominated in foreign currencies that have not been ​settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange ​differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the ​rate at the balance sheet date, are recognised in the income statement as financial income or financial expenses. ​​ ​​When recognising foreign subsidiaries and associates that are independent entities, the income statements ​​are translated at average exchange rates for the months that do not significantly deviate from the rates at the ​transaction date. Balance sheet items are translated using the exchange rates at the balance sheet date. Goodwill​​is considered belonging to the independent foreign entity and is translated using the exchange rate at the ​balance sheet date. Exchange differences arising out of the translation of foreign subsidiaries’ equity at the ​beginning of the year at the balance sheet date exchange rates and out of the translation of income statements ​from average rates to the exchange rates at the balance sheet date are recognised directly in the translation reserve in equity. ​​ ​​Exchange adjustments of outstanding accounts with independent foreign subsidiaries, which are considered ​​part of the total investment in the subsidiary in question, are recognised directly in the translation reserve in equity.When recognising foreign subsidiaries that are integral entities, monetary assets and liabilities are translated ​using the exchange rates at the balance sheet date. Non-monetary assets and liabilities are translated at the ​exchange rate at the time of acquisition or the time of any subsequent revaluation or writedown. The items of the ​​income statement are translated at the average rates of the months; however, items deriving from non-monetary ​​assets and liabilities are translated using the historical rates applicable to the relevant non-monetary items. Derivative financial instrumentsOn initial recognition in the balance sheet, derivative financial instruments are measured at cost and ​subsequently at fair value, which has been calculated as the discounted value of expected future net cash flows by using an approximate risk-free interest rate adjusted for any factors that a potential market participant would attribute value to when acquiring the instrument. Derivative financial instruments are recognised in other receivables or other ​payables. ​​ ​Changes in the fair value of derivative financial instruments classified as and complying with the requirements ​for hedging the fair value of a recognised asset or a recognised liability are recorded in the income statement ​together with changes in the value of the hedged asset or the hedged liability. ​​ ​Changes in the fair value of derivative financial instruments classified as and complying with the requirements ​for hedging future transactions are recognised directly in the reserve for fair value adjustments of hedging instruments in equity. When the hedged transactions are realised, the accumulated changes are recognised as part of cost of the relevant financial statement items. ​​ ​For derivative financial instruments that do not comply with the requirements for being treated as hedging ​​instruments, changes in fair value are recognised currently in the income statement as financial income or ​​financial expenses.Changes in the fair value of derivative financial instruments applied for hedging net investments in independent ​​foreign subsidiaries or associates are recognised directly in the translation reserve in equity. RevenueRevenue from the sale of manufactured goods and goods for resale is recognised in the income statement ​​when delivery is made and risk has passed to the buyer. Revenue from the sale of services is recognised in the ​income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales ​discounts and is measured at fair value of the consideration fixed.Contract work in progress is included in revenue based onthe stage of completion so that revenue corresponds ​​to the selling price of the work performed in the financial year (the percentage-of-completion method). Production costsProduction costs comprise expenses incurred to earn revenue for the financial year. ​Production costs comprise direct and indirect costs forraw materials and consumables, wages and salaries, ​rent and lease, and amortisation, depreciation and impairment losses relating to intangible assets and property, ​plant and equipment included in the production process. In addition, the item includes normal writedown of ​inventories. Distribution costsDistribution costs comprise costs incurred for sale and distribution of the Entity’s products, including wages ​​and salaries for sales staff, advertising costs, travelling and entertainment expenses, etc., and amortisation, ​depreciation and impairment losses relating to intangible assets and property, plant and equipment involved in ​the distribution process. Administrative expensesAdministrative expenses comprise expenses incurred for the Entity’s administrative functions, includingwages ​and salaries for administrative staff and Management, stationery and office supplies, and amortisation, ​depreciation and impairment losses relating to intangible assets and property, plant and equipment used for ​​administration of the Entity. Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary ​​activities. Income from investments in group enterprisesIncome from investments in group enterprises comprises the pro rata share of the individual enterprises’ profit/loss after full elimination of intra-group profits or losses. Other financial incomeOther financial income comprises interest income, including ​interest income on receivables from group enterprises, net capital or exchange gains on securities, payables ​and transactions in foreign currencies etc. Other financial expensesOther financial expenses compriseinterest expenses, including interest expenses on payables to group ​​enterprises, net capital or exchange losses on securities, payables and transactions in foreign currencies etc. Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the ​​income statement by the portion attributable to the profit for the year and recognised directly in equity by the ​portion attributable to entries directly in equity.The Parent is jointly taxed with all of its Danish group enterprises. The current Danish income tax is allocated among the jointly taxed entities proportionally to their taxable income (full allocation with a refund concerning tax losses). GoodwillGoodwill is the positive difference between cost and fair value of assets and liabilities arising from acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by ​Management for each business area. For one amount of goodwill, it has not been possible to estimate useful ​life reliably, for which reason such useful life has been set at 10 years. For other amounts of goodwill, useful life has been determined based on an assessment of whether the enterprises are strategically acquired enterprises ​with a strong market position and a long-term earnings profile and whether the amount of goodwill includes ​intangible resources of a temporary nature that cannot be separated and recognised as separate assets. Useful ​lives are reassessed annually. The amortisation periods used are 5-20years. ​​ ​​Goodwill is written down to the lower of recoverable amount and carrying amount.Intellectual property rights etc.Intellectual property rights etc. comprise development projects completed and in progress with related ​intellectual property rights and acquired intellectual property rights.Development projects on clearly defined and identifiable products and processes, for which the technical rate ​​of utilisation, adequate resources and a potential future market or development opportunity in the enterprise ​​can be established, and where the intention is to manufacture, market or apply the product or process in ​question, are recognised as intangible assets. Other development costs are recognised as costs in the income ​​statement as incurred. When recognising development projects as intangible assets, an amount equalling ​​the costs incurred less deferred tax is taken to equity in the reserve for development costs that is reduced ​​as the development projects are amortised and written down. ​​​ ​​​The cost of development projects comprises costs such as salaries and amortisation that are directly and ​​indirectly attributable to the development projects. ​​​ ​Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible ​​assets and depreciation on property, plant and equipment used in the development process are recognised in ​cost based on time spent on each project. ​​ ​Completed development projects are amortised on a straight-line basis using their estimated useful lives ​​which are determined based on a specific assessment of each development project. If the useful life cannot ​​be estimated reliably, it is fixed at 10 years. For development projects protected by intellectual property rights, ​the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation periods ​used are 10-20years. Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents are amortised ​on a straight-line basis over their remaining duration, and licences are amortised on a straight-line basis over the term of the agreement.​ ​Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount. Property, plant and equipmentLand and buildings, plant and machinery, and other fixtures and fittings, tools and equipment are ​measured at ​​cost less accumulated depreciation and impairment losses. Land is not depreciated. ​​​ ​​​Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the ​​asset until the time when it is ready to be put into operation.​​ ​​​The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line ​depreciation is made on the basis of the following estimated useful lives of the assets:Useful life Buildings10-50 yearsPlant and machinery5-12 yearsOther fixtures and fittings, tools and equipment2-5 years​Estimated useful lives and residual values are reassessed annually. ​​ ​​Items of property, plant and equipment are written down to the lower of recoverable amount and carrying ​​amount. Investments in group enterprisesInvestments in group enterprises are recognised and measured in the parent financial statements according to the equity method. This means that investments are measured at the pro rata share of the enterprises’ equity value, prepared in accordance with the group's accounting policies, plus unamortised goodwill and plus or minus unrealised intra-group profits or losses. Reference is made to the above section on business combinations for more details about the accounting policies applied to acquisitions of investments in group enterprises. ​​ ​​Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to the reserve for net revaluation according to the equity method in equity. ​​ ​Goodwill is the difference between cost of investments and fair value of the pro rata share of assets and liabilities arising from acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by Management for each business area. For one amount of goodwill, it has not been possible to estimate useful life reliably, for which reason such useful life has been set at 10 years. For other amounts of goodwill, useful life has been determined based on an assessment of whether the enterprises are strategically acquired enterprises with a strong market position and a long-term earnings profile and whether the​amount of goodwill includes intangible resources of a temporary nature that cannot be separated and recognised​as separate assets. Useful lives are reassessed annually. The amortisation periods used are 5-20years. ​​ ​​Investments in group enterprises are written down to the lower of recoverable amount and carrying amount. ReceivablesReceivables are measured at amortised cost, usually equalling nominal value, less writedowns for bad and ​​doubtful debts. InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value. ​​ ​​Cost consists of purchase price plus delivery costs. Cost of manufactured goods and work in progress consists ​​of costs of raw materials, consumables, direct labour costs and indirect production costs. ​​ ​Indirect production costs comprise indirect materials and labour costs, costs of maintenance of, depreciation ​​on machinery, factory buildings and equipment used in the manufacturing ​process, and costs of factory administration and management. Finance costs are not included in cost. ​​​The net realisable value of inventories is calculated as the estimated selling price less completion costs and ​​costs incurred to execute sale. Contract work in progressContract work in progress is measured at the selling price of the work carried out at the balance sheet date. ​​ ​The selling price is measured based on the stage of completion and the total estimated income from the ​​individual contracts in progress. Usually, the stage of completion is determined as the ratio of actual to total ​​budgeted consumption of resources. ​​ ​If the selling price of a contract in progress cannot be made up reliably, it is measured at the lower of costs ​​incurred and net realisable value. ​​ ​​Each contract in progress is recognised in the balance sheet in receivables or liabilities other than provisions, depending on whether the net value, calculated as the selling price less prepayments received, is positive or negative. Deferred taxDeferred tax is recognised on all temporary differences between the carrying amount and the tax-based value of ​assets and liabilities, for which the tax-based value is calculated based on the planned use of each asset.​​ ​​Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at ​​their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets. Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's ​​taxable income, adjusted for prepaid tax.Joint taxation contributions payable or receivable Current joint taxation contributions payable or receivable are recognised in the balance sheet, stated as tax computed on this year's taxable income, adjusted for prepaid tax. For tax losses, joint taxation contributions receivable are only recognised if such losses are expected to be used under the joint taxation arrangement. PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at ​​cost. CashCash comprises cash in hand and bank deposits. DividendDividend is recognised as a liability at the time of adoption at the general meeting. Proposed dividend for ​​the financial year is disclosed as a separate item in equity. Other provisionsOther provisions comprise anticipated costs of non-recourse guarantee commitments, returns, loss on ​​contract work in progress, etc. ​​ ​​Other provisions are recognised and measured as the best estimate of the expenses required to settle the ​​liabilities at the balance sheet date. Provisions that are estimated to mature more than one year after the ​​balance sheet date are measured at their discounted value. ​​ ​Non-recourse guarantee commitments comprise commitments to remedy defects and deficiencies within ​​the guarantee period. ​​ ​​Once it is probable that total costs will exceed total income from a contract in progress, provision is made ​​for the total loss estimated to result from the relevant contract. Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income ​​is measured at cost. Cash flow statementThe cash flow statement shows cconsolidated cash flows from operating, investing and financing activities, and cash ​and cash equivalents at the beginning and the end of the financial year. ​​ ​​Cash flows from operating activities are presented using the indirect method and calculated as the operating ​​profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. ​​ ​​Cash flows from investing activities comprise payments in connection with acquisition of ​ enterprises, activities and fixed asset investments, and purchase, development, improvement and sale, ​etc. of intangible assets and property, plant and equipment. ​​ ​​Cash flows from financing activities comprise changes in the size or composition of the contributed capital ​​and related costs, and payment of dividend. ​​ ​​Cash and cash equivalents comprise cash. ​​No cash flow statement has been prepared for the Parent as its cash flows are included in the consolidated cash flow statement, refer to section 86(4) of the Danish Financial Statements Act. The cash flow statement shows cconsolidated cash flows from operating, investing and financing activities, and cash ​and cash equivalents at the beginning and the end of the financial year. ​​ ​​Cash flows from operating activities are presented using the indirect method and calculated as the operating ​​profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. ​​ ​​Cash flows from investing activities comprise payments in connection with acquisition of ​ enterprises, activities and fixed asset investments, and purchase, development, improvement and sale, ​etc. of intangible assets and property, plant and equipment. ​​ ​​Cash flows from financing activities comprise changes in the size or composition of the contributed capital ​​and related costs, and payment of dividend. ​​ ​​Cash and cash equivalents comprise cash. ​​No cash flow statement has been prepared for the Parent as its cash flows are included in the consolidated cash flow statement, refer to section 86(4) of the Danish Financial Statements Act. true Grundlag for konklusion Konklusion 2026-06-23 2026-06-23 Revisionspåtegning Regnskabsklasse C, stor virksomhed 2024-12-31 2024-01-01 33963556 Weidekampsgade 6 Deloitte Statsautoriseret Revisionspartnerselskab 2300 København S 2025-12-31 2025-01-01 DESMI A/S 34086796 Aalborg 9000 26, 4. sal Østre Havnepromenade Aalborg Nørresundby 9400 1 Tagholm