36477865 2025-01-01 2025-12-31 2 36477865 2025-01-01 2025-12-31 3 36477865 2025-01-01 2025-12-31 5 36477865 2025-01-01 2025-12-31 6 36477865 2025-01-01 2025-12-31 36477865 2025-01-01 2025-12-31 1 36477865 2024-01-01 2024-12-31 36477865 2025-12-31 36477865 2024-12-31 36477865 2025-01-01 d:InvestmentsInGroupEnterprisesMember 36477865 2024-01-01 d:InvestmentsInGroupEnterprisesMember 36477865 2025-01-01 2025-12-31 d:InvestmentsInGroupEnterprisesMember 36477865 2024-01-01 2024-12-31 d:InvestmentsInGroupEnterprisesMember 36477865 2025-12-31 d:InvestmentsInGroupEnterprisesMember 36477865 2024-12-31 d:InvestmentsInGroupEnterprisesMember 36477865 2025-01-01 2025-12-31 d:SubsidiaryMember 1 36477865 2025-12-31 d:SubsidiaryMember 1 36477865 2025-01-01 d:DepositsLongtermInvestmentsAndReceivablesMember 36477865 2025-12-31 d:DepositsLongtermInvestmentsAndReceivablesMember 36477865 2025-01-01 d:ContributedCapitalMember 36477865 2024-01-01 d:ContributedCapitalMember 36477865 2025-01-01 2025-12-31 d:ContributedCapitalMember 36477865 2024-01-01 2024-12-31 d:ContributedCapitalMember 36477865 2025-12-31 d:ContributedCapitalMember 36477865 2024-12-31 d:ContributedCapitalMember 36477865 2025-01-01 d:RetainedEarningsMember 36477865 2024-01-01 d:RetainedEarningsMember 36477865 2025-01-01 2025-12-31 d:RetainedEarningsMember 36477865 2024-01-01 2024-12-31 d:RetainedEarningsMember 36477865 2025-12-31 d:RetainedEarningsMember 36477865 2024-12-31 d:RetainedEarningsMember 36477865 2025-01-01 2025-12-31 1 36477865 2025-01-01 2025-12-31 1 36477865 2025-01-01 2025-12-31 2 36477865 2025-01-01 2025-12-31 3 36477865 2025-01-01 2025-12-31 4 iso4217:DKK xbrli:pure Årsrapport 32285201 Martinsen, Statsautoriseret Revisionspartnerselskab Edison Park, 4 6715, Esbjerg N 2024-01-01 2024-12-31 2025-01-01 2025-12-31 36477865 EXOWAVE ApS Kanalen 1 6700 Esbjerg 2014-12-30 Esbjerg Martinsen, Statsautoriseret Revisionspartnerselskab 32285201 Alexander Hardy Josef Müller Rasmussen statsautoriseret revisor mne24721 Edison Park 4 6715 Esbjerg N Danmark 76 11 44 00 2026-06-25 Peter Helbo Langsted Regnskabsklasse B Revisionspåtegning CaseWare fra Revisorgruppen Danmark kapitalejerne Esbjerg 2026-06-25 Esbjerg 2026-06-25 Grundlag for konklusion Konklusion -37969 201336 3215322 2462522 -3253291 -2261186 -176658 -384105 27982 311 111 0 -3402078 -2644980 -1356555 -1636362 -2045523 -1008618 -2045523 -1008618 33999 33999 33999 33999 33999 33999 825000 0 825000 0 764655 1636362 401030 1879138 56910 44307 1222595 3559807 967720 324268 3015315 3884075 3049314 3918074 0 79385 79385 -1323008 722515 -1243623 801900 6500 6500 6500 6500 1204875 1204875 1204875 1204875 157 0 2452253 1809338 629152 95461 3081562 1904799 4286437 3109674 3049314 3918074 3187940 2436653 10791 10692 16591 15177 3215322 2462522 3 3 111 0 111 0 421001 40001 176658 381000 597659 421001 -424106 -40001 -176658 -384105 -600764 -424106 3105 3105 3105 3105 Patentselskabet af 30. november 2014 ApS Esbjerg 100 33999 33999 33999 79385 78284 0 1101 79385 79385 722515 -365268 -2045523 -1008618 0 2096401 -1323008 722515 Today, the Board of Directors and the Managing Director have approved the annual report of EXOWAVE ApS for the financial year 2025. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and 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. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Lars Wigant Gabriele Rampinelli Lars Wigant Michael Smedegaard Hannes Reuter We have audited the financial statements of EXOWAVE ApS for the financial year 1 January - 31 December 2025, which comprise a summary of significant accounting policies, income statement, balance sheet and notes, for the Company. The financial statements are prepared under the Danish Financial Statements Act. 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. Basis for OpinionWe 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. 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. 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 judgment and maintain professional skepticism 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 audit of the financial statements to obtain sufficient appropriate audit evidence regarding consolidated financial information of the entities or business units 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. 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. Statement on Management’s ReviewManagement 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, we conclude that Management’s Review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of Management’s Review. IntroductionTransforming Ocean Waves into Fresh Water and Clean Energy. The world is entering a period where access to fresh water and clean energy will become increasingly critical to economic development, social stability and environmental sustainability. More than two billion people live in water-stressed regions, while global demand for electricity continues to grow rapidly as economies develop and societies transition away from fossil fuels. Addressing these challenges requires innovative technologies capable of delivering sustainable resources in a reliable, affordable and environmentally responsible manner. Exowave was founded on the belief that the oceans can become part of the solution. Our mission is to harness the power of ocean waves to produce fresh water and renewable energy, helping communities, industries and nations build a more resilient and sustainable future. Ocean waves represent one of the largest untapped renewable resources on Earth. Unlike many other renewable energy sources, waves are highly predictable and available across vast coastal regions worldwide. By converting this natural energy into valuable resources, Exowave aims to create technologies capable of delivering meaningful environmental, social and economic impact on a global scale. Principal ActivitiesExowave ApS develops technologies to convert ocean wave energy into renewable electricity and fresh water.  The company’s activities include:Research, development and testing of wave energy conversion technologiesDevelopment of wave-powered freshwater production systemsEngineering and optimization of ocean-based energy and water solutionsIntellectual property development and protectionCommercialization, licensing and strategic partnership development Exowave’s technology platform is designed to address two complementary markets. The first is the global renewable energy market, where the company continues to pursue its long-term vision of enabling large-scale wave energy deployments capable of contributing significantly to future electricity production. The second is the rapidly growing freshwater market, where Exowave is developing smaller-scale wave-powered desalination systems capable of producing fresh water directly from the ocean without dependence on conventional energy infrastructure. – our ExoMare product line.  Management believes that freshwater production represents a particularly attractive near-term commercial opportunity due to increasing global water scarcity, rising desalination demand and the need for sustainable solutions in coastal and remote regions. Strategic Progress During 2025During 2025, Exowave continued to strengthen its technological foundation while advancing the transition from research and development toward future commercialization. A major milestone was achieved through the successful completion of activities under the EUDP-supported North Sea Wave Energy Project. The project provided important validation of key elements of the company’s technology platform, including a demonstrated Power Take-Off efficiency of 78%. The company also completed feasibility studies investigating the integration of wave energy conversion and desalination technologies. The results confirmed the technical viability and commercial potential of using ocean wave energy as a sustainable power source for freshwater production. Based on these findings, Exowave increased its strategic focus on freshwater applications and accelerated development activities related to smaller-scale wave-powered desalination systems. Management believes these solutions have the potential to serve a wide range of applications, including:Remote and island communitiesCoastal regions experiencing water scarcityAquaculture facilitiesIndustrial users requiring off-grid water supplyDisaster relief and emergency response applications The company continues to explore opportunities across these segments while refining product concepts and commercialization pathways. Innovation and Intellectual PropertyInnovation remains at the core of Exowave’s business model and long-term value creation strategy. During the year, the company continued expanding and strengthening its intellectual property portfolio. A significant achievement was the granting of the Exowave “Media Exchanger” patent in the United States, further reinforcing protection of key technological innovations and supporting future international growth. Management considers its growing patent portfolio a strategic asset that contributes to technological differentiation, competitive advantage and future commercial opportunities. Significant changes in the company's activities and financial mattersThere have been no significant changes in activities. Financial DevelopmentThe company reported a net loss of DKK 2,045,523 for 2025 compared to DKK 1,008,618 for 2024. The result is consistent with management expectations and reflects Exowave’s continued investments in technology development, engineering activities, intellectual property creation, business development and market preparation. As a technology company in a development and growth phase, Exowave remains focused on building long-term enterprise value through innovation, strategic partnerships and the advancement of proprietary technologies. Development costs capitalized during the year represent investments in technological assets, engineering know-how and intellectual property that are expected to support future commercial activities and value creation. Business Development and Market OutlookGlobal demand for sustainable water and energy solutions continues to accelerate. Climate change, population growth, industrialization and increasing pressure on existing water resources are driving substantial investment in technologies capable of improving resource security and sustainability. Management believes Exowave is uniquely positioned at the intersection of two major global megatrends:The increasing need for freshwater productionThe global transition toward renewable energy Throughout 2025, the company continued engaging with stakeholders, partners and potential customers across Europe, North America and Asia. While maintaining its long-term ambition within utility-scale wave energy, management increasingly views freshwater production as a significant commercial entry point capable of accelerating market adoption and demonstrating the practical value of Exowave’s technology platform. Expected developmentsOutlook for 2026Management expects 2026 to represent an important step in Exowave’s evolution from technology developer toward commercial deployment. The company will continue advancing its wave-powered freshwater solutions through engineering, procurement, assembly, testing and pilot deployment activities. Key priorities for the coming year include:Further product development and validationEstablishment of commercial partnershipsDevelopment of distributor and sales channelsPreparation for first commercial deployments of the ExoMare product lineContinued strengthening of the company’s intellectual property position In parallel, Exowave will continue pursuing opportunities related to larger-scale wave energy projects and the long-term development of its utility-scale technology platform. Management remains confident that growing global demand for freshwater, increasing focus on resource resilience and the accelerating energy transition create a strong long-term market opportunity for the company’s solutions.   Events occurring after the end of the financial yearSubsequent to year-end, Exowave successfully completed financing activities totaling approximately EUR 700,000 through a combination of equity investments, convertible loans and EIFO-supported funding. These activities significantly strengthen the company’s financial foundation and support execution of planned development and commercialization initiatives during 2026. The company also relocated to new premises in Esbjerg, providing expanded manufacturing, testing and warehouse capabilities and creating a stronger operational platform for future growth. Based on available financing, current project activities and planned commercialization efforts, management considers the company’s financial position sufficient to support operations and strategic initiatives during the coming year. Looking AheadThe challenges of water scarcity and sustainable energy supply will define much of the coming decades. Exowave’s ambition is to become a leading provider of technologies that transform the natural power of ocean waves into resources essential for human development and environmental sustainability. The company remains committed to advancing solutions that deliver fresh water and clean energy while creating long-term value for society, partners, customers and shareholders. Management believes that the oceans hold immense untapped potential, and Exowave’s purpose is to unlock that potential for the benefit of future generations. The annual report for EXOWAVE ApS has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class B enterprises. Furthermore, the company has decided to comply with certain rules applying to reporting class C enterprises. The accounting policies are unchanged from last year, and the annual report is presented in DKK. Foreign currency translationTransactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. If currency positions are considered to hedge future cash flows, the value adjustments are recognised directly in equity in a fair value reserve. Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognised in the income statement under financial income and expenses. Gross lossGross loss comprises the revenue, changes in inventories of finished goods, and work in progress, own work capitalised, other operating income, and external costs. The enterprise will be applying IAS 11 and IAS 18 as its basis of interpretation for the recognition of revenue. Revenue is recognised in the income statement if delivery and passing of risk to the buyer have taken place before the end of the year and if the income can be determined reliably and inflow is anticipated. Revenue is measured at the fair value of the consideration promised exclusive of VAT and taxes and less any discounts relating directly to sales. Cost of sales comprises costs concerning purchase of raw materials and consumables less discounts. Other external costs comprise costs for distribution, sales, advertisement, administration and premises. Staff costsStaff costs include salaries and wages, including holiday allowances, pensions, and other social security costs, etc., for staff members. Research and development costsResearch and development costs comprise costs, salaries, and wages and depreciation directly or indirectly attributable to the company’s research and development activities. Research costs are recognised in the income statement in the year incurred. Results from investments in subsidiariesAfter full elimination of intercompany profit or loss less amortised consolidated goodwill, the investment in the individual entities are recognised in the income statement as a proportional share of the entities' post-tax profit or loss. Financial income and expensesFinancial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses. Tax on net profit or loss for the yearTax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity.  The company is subject to Danish rules on compulsory joint taxation of Danish group enterprises. The company acts as an administration company in relation to the joint taxation. This means that the total Danish tax payable by the Danish consolidated companies is paid to the tax authorities by the company. The current Danish income tax is allocated among the jointly taxed companies proportional to their respective taxable income (full allocation with reimbursement of tax losses). Investments in subsidiariesInvestments in subsidiaries are recognised and measured by applying the equity method. The equity method is used as a method of consolidation. Investments in subsidiaries are recognised in the statement of financial position at the proportionate share of the enterprise's equity value. This value is calculated in accordance with the parent's accounting policies with deductions or additions of unrealised intercompany gains and losses as well as with additions or deductions of the remaining value of positive or negative goodwill calculated in accordance with the acquisition method. Negative goodwill is recognised in the income statement at the time of acquisition of the equity investment. If the negative goodwill relates to contingent liabilities acquired, negative goodwill is not recognised until the contingent liabilities have been settled or lapsed. Investments in subsidiaries with a negative equity value are measured at DKK 0, and any accounts receivable from these enterprises are written down to the extent that the account receivable is uncollectible. To the extent that the parent has a legal or constructive obligation to cover an negative balance that exceeds the account receivable, the remaining amount is recognised under provisions. To the extent the equity exceeds the cost, the net revaluation of equity investments in subsidiaries  transferred to the reserve under equity for net revaluation according to the equity method. Dividends from subsidiaries expected to be adopted before the approval of this annual report are not subject to a limitation of the revaluation reserve. The reserve is adjusted by other equity movements in subsidiaries. DepositsDeposits are measured at amortised cost and represent lease deposits, etc. Impairment loss relating to non-current assetsThe carrying amount of both intangible and tangible fixed assets as well as equity investments in subsidiaries are subject to annual impairment tests in order to disclose any indications of impairment beyond those expressed by amortisation and depreciation respectively. If indications of impairment are disclosed, impairment tests are carried out for each individual asset or group of assets, respectively. Writedown for impairment is done to the recoverable amount if this value is lower than the carrying amount. The recoverable amount is the higher value of value in use and selling price less expected selling cost. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the asset group and expected net cash flows from the sale of the asset or the asset group after the end of their useful life. Previously recognised impairment losses are reversed when conditions for impairment no longer exist. Impairment relating to goodwill is not reversed. InventoriesInventories are measured at cost according to the FIFO method. In cases when the net realisable value of the inventories is lower than the cost, the latter is written down for impairment to this lower value. Costs of goods for resale, raw materials, and consumables comprise acquisition costs plus delivery costs. Costs of manufactured goods and work in progress comprise the cost of raw materials, consumables, direct wages, and indirect production costs. Indirect production costs comprise indirect materials and wages, maintenance and depreciation of machinery, factory buildings, and equipment used in the production process, and costs for factory administration and factory management. Borrowing expenses are not recognised in cost. The net realisable value for inventories is recognised as the estimated selling price less costs of completion and selling costs. The net realisable value is determined with due consideration of negotiability, obsolescence, and the development of expected market prices. ReceivablesReceivables are measured at amortised cost, which usually corresponds to nominal value. Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective indicators applied for portfolios are based on experience with historical losses. Impairment losses are calculated as the difference between the carrying amount of accounts receivable and the present value of the expected cash flows, including the realisable value of any securities received. The effective interest rate for the individual account receivable or portfolio is used as the discount rate. PrepaymentsPrepayments recognised under assets comprise incurred costs concerning the following financial year. Cash and cash equivalentsCash and cash equivalents comprise cash at bank and on hand. Income tax and deferred taxAs administration company, EXOWAVE ApS is liable to the tax authorities for the subsidiaries' corporate income taxes. Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. The company is jointly taxed with consolidated Danish companies. The current corporate income tax is distributed between the jointly taxed companies in proportion to their taxable income and with full distribution with reimbursement as to tax losses. The jointly taxed companies are comprised by the Danish tax prepayment scheme. Joint taxation contributions payable and receivable are recognised in the statement of financial position as ”Tax receivables from group enterprises" or "Income tax payable to group enterprises" Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Adjustments take place in relation to deferred tax concerning elimination of unrealised intercompany gains and losses. ProvisionsProvisions comprise expected costs of warranty commitments, loss on work in progress, restructuring, etc. Provisions are recognised when the company has a legal or actual commitment resulting from a previously occurred event and when it is probable that the settlement of the liability will result in consumption of the financial resources of the company. Provisions are measured at net realisable value or at fair value. If the fulfilment of a liability is expected to take place far in the future, the liability is measured at fair value. On the acquisition of entities, provisions for restructuring within the acquired entity are included in the acquisition cost, and thereby in the goodwill or the consolidated goodwill, to the extent that they have been recognised in the financial statements of the acquired entity in advance of the acquisition. Provisions for restructuring are included to the extent that they have been decided at the date of acquisition at the latest and that the process have been commenced. When it is likely that the total costs will exceed the total income of contract work in progress, the total expected loss on the contract work in progress will be recognised as provisions for liabilities. The provision is recognised under production costs. Liabilities other than provisionsOther liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortised cost which usually corresponds to the nominal value. 9.Contractual obligations and contingencies, etc.Lease liabilities:The company has entered into an office lease with an annual lease payment of 154 TDKK. The notice period is 6 months. Warranty commitments and other contingent liabilities:The company has issued a letter of support for the subsidiary company Joint taxationThe company acts as administration company for the group of companies subject to the Danish scheme of joint taxation and is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, to pay the total corporation tax. TheThe company is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for any obligations to withhold tax on interest, royalties, and dividends. Any subsequent adjustments of corporate taxes or withholding taxes, etc., may result in changes in the company's liabilities.