40534520 2025-01-01 2025-12-31 40534520 2025-01-01 2025-12-31 1 40534520 2025-01-01 2025-12-31 2 40534520 2025-01-01 2025-12-31 1 40534520 2024-01-01 2024-12-31 40534520 2025-12-31 40534520 2024-12-31 40534520 2025-01-01 c:ContributedCapitalMember 40534520 2025-01-01 c:RetainedEarningsMember 40534520 2025-01-01 2025-12-31 c:RetainedEarningsMember 40534520 2025-01-01 2025-12-31 c:ContributedCapitalMember 40534520 2025-12-31 c:ContributedCapitalMember 40534520 2025-12-31 c:RetainedEarningsMember iso4217:USD xbrli:pure true BDO Statsautoriseret Revisionspartnerselskab Havneholmen 2, 6. sal DK-2450 København SV 45719375 Årsrapport 2026-05-27 Martin Berg Hansen DSO Holding ApS Tøndergade 16 1752 Copenhagen V Den uafhængige revisors erklæring 40534520 2019-05-20 Copenhagen 2025-01-01 2025-12-31 2024-01-01 2024-12-31 BDO Statsautoriseret Revisionspartnerselskab Havneholmen 2, 6. sal 2450 Copenhagen S Mazanti Andersen Amaliegade 10 1256 Copenhagen K Today the Executive Board have discussed and approved the Annual Report of DSO Holding ApS for the fi­nan­ci­al year 1 January  - 31 December 2025. The Annual Report is presented in accor­dance with the Da­nish Fi­nan­ci­al State­ments Act. In our opinion the Fi­nan­ci­al Sta­te­ments give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2025 and of the results of the Company's operations for the fi­nan­ci­al year 1 January  - 31 December 2025. The Management Commentary includes in our opinion a fair presentation of the matters dealt with in the Commentary. We recommend the Annual Report be approved at the Annual General Meeting. Copenhagen 2026-05-27 Dr. Rowil Ponta Martin Berg Hansen To the Shareholders of DSO Holding ApS Konklusion We ha­ve au­di­ted the Fi­nan­ci­al Sta­te­ments of DSO Holding ApS for the fi­nan­ci­al year 1 January - 31 December 2025, which comprise income statement, Balance Sheet, sta­te­ment of chan­ges in e­qui­ty, no­tes and a summary of significant accounting policies. The Fi­nan­ci­al Sta­te­ments are pre­pared in accordance with the Da­nish Fi­nan­ci­al State­ments Act.   In our o­pi­ni­on, the Fi­nan­ci­al Sta­te­ments give a true and fair view of the assets, liabilities and 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 OpinionGrundlag for konklusion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s Responsibilities for the Audit of the Fi­nan­ci­al Sta­te­ments” section of our report. We are independent of the Com­pa­ny in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the Financial Statements in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We be­lie­ve that the e­vi­den­ce we ha­ve ob­tai­ned is suf­fi­ci­ent and ap­prop­ria­te to pro­vi­de a ba­sis for our con­clu­si­on.   Grundlag for konklusion Ma­na­ge­ment's Re­spon­si­bi­li­ti­es for the Fi­nan­ci­al Sta­te­ments Management is responsible for the preparation of Fi­nan­ci­al Sta­te­ments that give a true and fair view in accordance with the Da­nish Fi­nan­ci­al State­ments Act and for such Internal control as Ma­na­ge­ment determines is necessary to enable the preparation of Fi­nan­ci­al Sta­te­ments that are free from material misstatement, whether due to fraud or error.   In preparing the Fi­nan­ci­al Sta­te­ments, Ma­na­ge­ment is responsible for assessing the Com­pa­ny's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Fi­nan­ci­al Sta­te­ments unless Management either intends to liquidate the Com­pa­ny or to cease operations, or has no realistic alternative but to do so.   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 the 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 Commentary Management is responsible for Ma­na­ge­ment Com­men­ta­ry.   Our opinion on the Fi­nan­ci­al Sta­te­ments does not cover 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 Ma­na­ge­ment Com­men­ta­ry and, in doing so, consider whether Ma­na­ge­ment Com­men­ta­ry 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 Com­men­ta­ry provides the information required under the Danish Financial Statements Act.   Based on the work we have performed, we conclude that Ma­na­ge­ment Com­men­ta­ry is in accordance with the Fi­nan­ci­al Sta­te­ments and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of Ma­na­ge­ment Com­men­ta­ry.   Copenhagen 2026-05-27 BDO Statsautoriseret Revisionspartnerselskab 45719375 Morten Christensen Den uafhængige revisors erklæring State Authorised Public Accountant mne35626 Principal activities The Company’s primary activity is to be the owner of the subsidiary OV Partners, Unipessoal Lda. The subsidiary owns an expedition cruise vessel - Ocean Victory – which is chartered out to various cruise operators worldwide. The subsidiary has outsourced vessel ship management, including Technical Management. Hotel Management is the responsibility of charterer, who also have outsourced such service.  Assumption with respect to going concern The Company has incurred losses and experienced negative cash flow during the year due to the dispute with the former summer charterer. The result for 2026 is expected to remain below expectations, reflecting the discounted charter rate agreed for the first year under the new summer charter arrangement. However, the majority of shareholders have demonstrated their financial support by providing the necessary funding to maintain liquidity. Furthermore, a new summer charter has been secured, which is expected to improve earnings significantly from 2027 onwards. Based on the secured charter arrangement and the continued financial support from the shareholders, Management considers the going concern assumption to be appropriate.   Development in activities and financial and economic position At the beginning of the year the vessel was expected to be on a 10-year split summer and winter season charter.  Alma Victoria S. L. with the summer seasons and Albatros Expeditions A/S with the winter seasons. End May 2025 however, owners withdraw the vessel from ALMA due to breach of the CP – in terms of their debts to creditors. This resulted in two arrests of the vessel, legal disputes and settlement agreements.   The Company holds shares of OV Partners Unip as a fixed asset. At the balance date, OV Partners Unip. reported equity of USD 333 thousand, although the investment was recognized at a carrying amount of nil in 2025, as a result of elimination of intercompany profit from the vessel transfer completed in 2024. Profit/loss for the year compared to the expected development The result for the year is unsatisfactory and below expectations. The reason is the dispute with the summer charterer, which has resulted in a significant financial loss and negative cash flow for the period. The shareholders have provided the necessary funding to support the company’s and subsidiary’s liquidity and ensured continued operations. Significant events after the end of the financial year No events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. Future expectations The result for 2026 is also expected to be unsatisfactory. However, on short notice, the shareholders have successfully secured a new summer charterer. The agreement includes a discounted rate for the first year (2026), which will continue to impact earnings in 2026. While 2026 is therefore expected to remain challenging, performance from 2027 onwards is anticipated to improve significantly under the new charter arrangements. For 2026 Management expects an EBITDA in the range of USD 2.3 million. EBT expected in the range of - USD 2.5 million (loss).    -31846 -21110 -61526 -3317558 43130 55 2443 0 -52685 -3338613 0 0 -52685 -3338613 0 -3317558 -52685 -21055 -52685 -3338613 9549786 0 11500 19779 9561286 19779 38603 1576 9599889 21355 9599889 21355 29707 13533 7945629 -82672 7975336 -69139 2701 10187 1621852 80307 1624553 90494 1624553 90494 9599889 21355 USDSha­re ca­pi­talRetained profitTotal Equity at 1 January 202513.533-82.672-69.139 Proposed profit allocation -52.685-52.685 Transactions with ownersCapital increase16.1748.080.9868.097.160 Equity at 31 December 202529.7077.945.6297.975.336 13533 -82672 -52685 16174 8080986 29707 7945629 1 | Staff costs Ave­ra­ge num­ber of full ti­me em­ploy­ees11 1 1 Contingent liabilities The company has issued letters of support covering the period until end of december 2026, to the following subsidiaries:  OV PARTNERS Unipessoal Lda The Annual Report of DSO Holding ApS for 2025 has been presented in accor­dance with the pro­vi­sions of the Da­nish Fi­nan­ci­al State­ments Act for en­ter­pri­ses in re­por­ting class B and cer­tain pro­vi­si­ons ap­ply­ing to re­por­ting class C.  Regnskabsklasse B1truetrueThe figures in the Annual Report are presented in USD because this currency is regarded as the most relevant as the main part of the Company’s activities are settled in this currency. The exchange rate of USD against DKK is 7,14 at 31 December 2025 and 6,74 at 31 December 2024.   The Annual Report is prepared consistently with the accounting principles applied last year.   Regnskabsklasse B true Other external expenses Other external expenses include other production, sales, delivery and administrative costs, including costs of energy, marketing, premises, loss on bad debts,  lease expenses, etc   Income from investments in subsidiaries The proportional share of the results of sub­si­dia­ri­es, stated according to the Parent Company’s accounting policies and with full elimination of unrealised intercompany profits/losses and deduction of amortisation of added value and goodwill resulting from purchase price allocation at the date of acquisition, is recognised in the Parent Company’s Income Statement.   In connection with transfers, potential profits are recognised when the economic rights related to the sold sub­si­dia­ri­es are transferred, however, at the earliest when the profit has been realised or is regarded as realisable. Moreover, realised losses other than impairments are included where identified.   Financial income and expenses Financial income and expenses include interest income and expenses, realised and unrealised gains and losses arising from securities, debt and transactions in foreign currencies, as well as charges and allowances under the tax-on-account scheme, etc. Financial income and expenses are recognised by the amounts that relate to the financial year. Interest income and expenses are calculated on amortised cost prices.   Tax The tax for the year, which consists of the current tax for the year and changes in deferred tax, is recognised in the Income Statement by the share that may be attributed to the profit for the year, and is recognised directly in equity by the share that may be attributed to entries directly to equity.   Receivables Receivables are measured at amortised cost which usually corresponds to nominal value. The value is written down to meet expected losses.   Write-off is performed to provide for losses when an objective indication has been assessed to have incurred that a receivable or a portfolio of receivables are impaired. If there is an objective indication that an individual receivable is impaired, the write-off is performed at individual level.   Receivables for which there are no objective indication of impairment at individual level are assessed at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors’ registered office and credit rating in accordance with the Company’s policy for credit risk management. The objective indicators, which are applied for portfolios, are determined based on the historical loss experiences.   Write-off is determined as the difference between the carrying amount of receivables and the present value of the expected cash flows, including realisable value of any received collaterals. The effective interest rate is used as discount rate for the single receivable or portfolio.   Tax payable and deferred tax Current tax liabilities and receivable current tax are recognised in the Balance Sheet as the calculated tax on the taxable income for the year, ad­justed for tax on the taxable income for previous years and taxes paid on account.   Deferred tax is measured on the temporary dif­ferences between the carrying amount and the tax value of assets and liabilities.   Deferred tax assets, including the tax value of tax loss carryforwards, are measured at the amount at which the asset is expected to be used within a reasonable number of years, either by setoff against tax on future earnings or by setoff against deferred tax liabilities within the same legal tax entity.   Deferred tax is measured on the basis of the tax rules and tax rates that under the legislation in force on the Balance Sheet date will be ap­pli­cable when the deferred tax is expected to crystallise as current tax. Any changes in the deferred tax resulting from changes in tax rates, are recognised in the income statement, except from items recognised directly in equity.   Liabilities Financial liabilities are recognised at the time of borrowing by the amount of proceeds received less transaction costs. In subsequent periods, the financial liabilities are measured at amortised cost equal to the capitalised value when using the effective interest, the difference between the proceeds and the nominal value being recog­nised in the Income Statement over the loan period.   The amortised cost of current liabilities corresponds usually to the nominal value.   Foreign currency translation Transactions in foreign currencies are translated at the rate of exchange on the transaction date. Exchange differences arising between the rate on the transaction date and the rate on the payment date are recognised in the Income Statement as a financial income or expense. Receivables, payables and other monetary items in foreign currencies that are not settled on the Balance Sheet date are translated at the exchange rate on the Balance Sheet date. The difference between the exchange rate on the Balance Sheet date and the exchange rate at the date when the receivables or payables come into existence recognised in the Income Statement as financial income or expenses. Fixed assets acquired in foreign currencies are translated at the rate of exchange on the transaction date.