ANNUAL REPORT 2025
As approved at the Annual General Meeting on 25 June 2026
Chairman of the meeting
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2
TABLE OF CONTENTS
Management’s Commentary ....................................................................................................................................................... 3
Financial Statements ......................................................................................... 4
Income Statement and Statement of Comprehensive Income .................................................................................................. 4
Balance Sheet ............................................................................................................................................................................... 5
Cash Flow Statement .................................................................................................................................................................... 6
Statement of Equity ....................................................................................................................................................................... 7
NOTES TO THE FINANCIAL STATEMENTS
Section 1: Basis for Preparation
1.1 – Basis for Preparation of the Financial Statements ................................................................................................................ 8
Section 2: RESULTS FOR THE YEAR
2.1 – Income Tax and Deferred Tax ................................................................................................................................................ 9
Section 3: OPERATING ASSETS AND LIABILITIES
3.1 – Investments in Subsidiaries ................................................................................................................................................ 11
3.2 – Other Payables .................................................................................................................................................................... 11
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.1 – Financial Income and Expenses ......................................................................................................................................... 12
4.2 – Current and Non-Current Liabilities .................................................................................................................................... 12
4.3 – Reconciliation of Liabilities Arising from Financing Activities .............................................................................................. 13
4.4 – Financial Risks and Financial Instruments ......................................................................................................................... 13
4.5 – Preference Shares ............................................................................................................................................................... 14
SECTION 5: OTHER DISCLOSURES
5.1 – Fees to Statutory Auditor ..................................................................................................................................................... 15
5.2 – Change in Working Capital .................................................................................................................................................. 15
5.3 – Adjustments for Non-Cash Items ....................................................................................................................................... 15
5.4 – Mortgages and Collateral .................................................................................................................................................... 15
5.5 – Contingent Liabilities ........................................................................................................................................................... 15
5.6 – Related Parties and Group Relations .................................................................................................................................. 15
5.7 – Events after the Reporting Period ........................................................................................................................................ 15
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3
MANAGEMENT’S COMMENTARY
The Company’s primary activities
The principal activity of the Company is to hold investments in
subsidiaries and associated activities, including its investment in Wrist
Ship Supply A/S.
Change in ownership
On March 11, 2025, majority ownership of Wrist Ship Supply Group was
acquired by J.F. Lehman & Company (JFL) from our previous owner, Altor
Fund II. This transaction marked the beginning of a new chapter for Wrist.
JFL’s deep experience in the defense and maritime industries has already
contributed to the identification of new commercial opportunities.
Development in activities and financial conditions
The net loss for the year amounted to DKK 189,812k, compared to a profit
of DKK 1,381k in 2024, which is considered unsatisfactory. The total
assets at the end 2025 amounted to DKK 1,223,258k, compared to DKK
1,799,472k at the end of 2024. The equity amounted to DKK 1,161,611k,
compared to DKK 1,551,486k the previous year.
Subsequent Events
There has been no post-balance sheet events material to this Annual
Report, which have not been recognized or mentioned.
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4
INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
DKK'000
Note
2025
2024
Other External Expenses -250 -94
Operating Loss before Interest and Tax (EBIT) -250 -94
Profit or Loss from Investments in Subsidiaries 3.1 -181.606 19.121
Financial Income 4.1 505 991
Financial Expenses 4.1 -9.020 -19.105
Profit or Loss before Tax (EBT) -190.371 913
Income Tax 2.1 559 468
Net Profit or Loss for the Year -189.812 1.381
Attributable to:
Shareholders of Wrist Ship Supply Holding A/S -189.812 1.381
-189.812 1.381
DKK'000
Note
2025 2024
Net Profit or Loss for the Year
-189.812 1.381
Items that may be reclassified subsequently to profit or loss:
Exchange Differences, Foreign Entities -85.063 44.297
Total Comprehensive Income -274.875 45.678
Attributable to:
Shareholders of Wrist Ship Supply Holding A/S -274.875 45.678
-274.875 45.678
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5
BALANCE SHEET
DKK'000 Note
2025 2024
Investment in Subsidiaries
3.1 1.222.699 1.769.368
Deferred Tax Assets 2.1 0 0
Other Non-Current Assets 1.222.699 1.769.368
Non-Current Assets 1.222.699 1.769.368
Receivables from Group Enterprises 0 27.690
Income Tax Receivable 559 2.414
Receivables 559 30.104
Total Current Assets 559 30.104
Total Assets 1.223.258 1.799.472
DKK'000 Note
2025 2024
Share Capital 17.573 17.573
Reserve for Net Revaluation under the Equity Method 92.709 639.378
Retained Earnings 1.051.329 894.535
Equity 1.161.611 1.551.486
Debt to Credit Institutions 4.2 0 153.433
Non-Current Liabilities 0 153.433
Debt to Credit Institutions 4.2 0 7.035
Debt to Group Enterprises 4.2 61.598 87.433
Other Payables 3.2, 4.2 49 85
Current Liabilities 61.647 94.553
Total Liabilities 61.647 247.986
Total Equity and Liabilities 1.223.258 1.799.472
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6
CASH FLOW STATEMENT
The cash flow statement is presented according to the indirect method and shows the composition of the cash
flow divided into operating, investing and financing activities, respectively, and the cash funds at the beginning
and end of the year. The cash flow statement cannot be derived directly from the income statement and the
balance sheet.
Cash funds consist of cash in hand and bank deposits.
Loans represent total interest-bearing debt items less interest-bearing receivables. Formation of leases is
considered as non-cash transactions.
All other non-interest-bearing receivables and debt items are regarded as working capital.
Cash flows from operating activities are stated as profit before tax (EBT) adjusted for non-cash operating items,
changes in working capital, financial items and paid tax.
Cash flows from investing activities comprise payments made in connection with the acquisition and sale of
enterprises and activities, the acquisition and sale of non-current assets and dividend received from associates.
Cash flows from financing activities comprise payments to and contributions from owners as well as the raising
and repayment of loans. Payments of lease liabilities are included under financing activities and the related
interest is included as a financial item under operating activities. Cash flow from group enterprises mainly
comprise proceeds and payments in cash pool accounts owned by Wrist Ship Supply A/S with parent
companies.
DKK'000 Note
2025 2024
Profit before Tax (EBT) -190.371 913
Profit from Investments in Subsidiaries 181.606 -19.121
Changes in Working Capital 5.2 -34 18
Adjustments for Non-Cash Items 5.3 8.511 18.113
Cash Flow from Ordinary Operating Activities -288 -77
Financial Income 552 993
Financial Expenses -7.587 -18.362
Income Taxes Refunded/Paid 2.414 2.851
Cash Flow from Operating Activities (CFFO) -4.909 -14.595
Dividend Received 280.000 0
Cash Flow from Investing Activities (CFFI) 280.000 0
Installments on Loans etc. 4.3 -187.153 15.571
Cash Flow from Group Enterprises 27.062 -976
Dividend Paid -115.000 0
Cash Flow from Financing Activities -275.091 14.595
Cash Flow for the Year 0 0
Cash and Cash Equivalents at 1 January 0 0
Cash and Cash Equivalents at 31 December 0 0
Accounting Policies
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7
STATEMENT OF EQUITY
The number of shares is 16,704 with a nominal value of DKK 1,000 each. During 2025, the share capital was
reduced by a nominal amount of DKK 869 through the cancellation of treasury shares. At the end of 2025, no
treasury shares were held.
In 2025 DKK 115,000k was paid out from Wrist Ship Supply Holding A/S. No dividend was declared in 2024.
DKK'000
Share
Capital
Reserve for
net
revaluation
under the
equity
Retained
Earnings
Total
Shareholders' Equity at 1 January 2025 17.573 639.378 894.535 1.551.486
Net Loss for the Year 0 -181.606 -8.206 -189.812
Exchange Differences, Foreign Entities 0 -85.063 0 -85.063
Total Comprehensive Income 0 -266.669 -8.206 -274.875
Dividend Received 0 -280.000 280.000 0
Dividend Paid 0 0 -115.000 -115.000
Share Capital Reduction through cancellation of Treasury Shares -869 0 869 0
Shareholders' Equity at 31 December 2025 16.704 92.709 1.052.198 1.161.611
Shareholders' Equity at 1 January 2024 17.573 587.112 912.275 1.516.960
Net Profit for the Year 0 19.121 -17.740 1.381
Exchange Differences, Foreign Entities 0 44.297 0 44.297
Total Comprehensive Income 0 63.418 -17.740 45.678
Other Changes 0 -11.152 0 -11.152
Shareholders' Equity at 31 December 2024 17.573 639.378 894.535 1.551.486
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8
SECTION 1: BASIS FOR PREPARATION
1.1 – Basis for Preparation of the Financial Statements
This section introduces Wrist Ship Supply Holding A/S’ accounting
policies and significant estimates and judgments. A more detailed
description of accounting policies and significant estimates and
judgments related to specific reported amounts is disclosed in the
respective notes.
General Accounting Policies
The annual report of Wrist Ship Supply Holding A/S has been prepared in
accordance with IFRS Accounting Standards as adopted by the EU and
the additional requirements of the Danish Financial Statements Act
applicable to reporting class B enterprises, with the adoption of certain
provisions from higher reporting classes.
The accounting policies set out below have been applied consistently for
the financial year and the comparative period. For standards
prospectively, comparative information has not been restated.
Following the change in ownership of the Group, Management has
decided to apply the exemption in section 112 of the Danish Financial
Statements Act and, accordingly, no consolidated financial statements
are presented for Wrist Ship Supply Holding A/S. The Company and its
subsidiaries are included in the consolidated financial statements of
Magellan BidCo 2 S.à r.l., Luxembourg, R.C.S. Luxembourg B270693.
As a consequence of applying this exemption, the parent company’s
annual report is prepared in accordance with the requirements for
reporting class B enterprises, with the adoption of certain provisions from
higher reporting classes, instead of the requirements applicable to
reporting class C (large) enterprises.
The annual report has been prepared using the same accounting policies
as last year, but includes some reclassifications in the comparative
financial figures.
Defining Materiality
Our annual report is based on the concept of materiality to ensure that
the content is material and relevant to the readers. The financial
statements consist of many transactions. These transactions are
aggregated into classes according to their nature or function and
presented in classes of similar items in the financial statements and in
the notes as required by IFRS. If items are individually immaterial, they
are aggregated with other items of a similar nature in the statements or in
the notes. The disclosure requirements throughout IFRS are substantial,
and we provide the specific disclosures required by IFRS unless the
information is considered immaterial to the financial decision-making of
the readers of these financial statements.
Foreign Currencies
In preparing the financial statements of each individual Group entity,
transactions in currencies other than the entity’s functional currency
(foreign currencies) are recognized at the rates of exchange prevailing at
the dates of the transactions. At the end of each reporting period,
monetary items denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items carried at fair value that
are denominated in foreign currencies are retranslated at the rates
prevailing at the date when the fair value was determined. Non-monetary
items measured in terms of historical cost in a foreign currency are not
retranslated.
For the purpose of presenting these financial statements, the assets and
liabilities of the Group’s foreign operations are translated into DKK using
exchange rates prevailing at the end of each reporting period. Income and
expense items are translated at the average exchange rates for the
period.
Exchange differences arising, if any, are recognized in other
comprehensive income and accumulated in equity (and attributed to
non-controlling interests as appropriate).
On the sale of foreign operations (i.e. the sale of the Group’s entire
interest in foreign operations or sale involving loss of control over a
subsidiary that includes foreign operations), all of the exchange
differences accumulated in equity in respect of such operations
attributable to the owners of the parent company are reclassified to profit
or loss.
Goodwill and fair value adjustments to identifiable assets acquired and
liabilities assumed through acquisition of foreign operations are treated
as assets and liabilities of such foreign operations and translated at the
rate of exchange prevailing at the end of each reporting period. Exchange
differences arising are recognized in other comprehensive income.
Balance Sheet
Receivables (Other than Trade Receivables)
Receivables are initially recognized at fair value less transaction costs
and subsequently measured at amortized cost, which usually
corresponds to the nominal value less write-downs for bad debts.
Impact from New IFRS
Management has assessed the impact of new or amended accounting
standards and interpretations (IFRS) issued by the IASB and IFRS
endorsed by the European Union effective on or after 1 January 2025.
Management assessed that the application of these has not had a
material impact on the consolidated financial statements for 2025.
Furthermore, Management has assessed the impact of new or amended
accounting standards and interpretations (IFRS) issued by the IASB that
have not yet become effective. No new or amended accounting
standards or interpretations (IFRS) have been early adopted.
Management does not anticipate any significant impact on the
consolidated financial statements in the period of initial application after
the adoption of these amendments, except for IFRS 18. The Group is
currently assessing the potential impacts of IFRS 18 on the presentation
of the income statement and accompanying notes. As this assessment is
ongoing at the reporting date, the impact on the disclosures in the
consolidated financial statements is yet to be fully determined.
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9
SECTION 2: RESULTS FOR THE YEAR
2.1 – Income Tax and Deferred Tax
Income Tax
The income tax expense for the period comprises current and deferred
tax. It also includes adjustments to previous years and the impact from a
change in tax rates.
The income taxes are recognized in profit or loss, except when they relate
to items recognized in other comprehensive income or directly in equity,
in which case the current and deferred taxes are also recognized in other
comprehensive income or directly in equity, respectively. Where current
tax or deferred taxes arise from the initial accounting for a business
combination, the tax effect is included in the accounting for the business
combination.
Uncertain tax positions are measured at the amount estimated to be
required to settle such potential future obligations. We measure these
uncertain tax positions on a yearly basis through interviews with key
stakeholders in the main Group entities.
The measurement addresses the accounting for income taxes when tax
treatments involve uncertainty that affects the application of IAS 12 and
IFRIC 23.
Deferred Tax
Deferred tax is recognized on temporary differences between the carrying
amounts of assets and liabilities in the consolidated financial statements
and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognized for all taxable
temporary differences. Deferred tax assets are recognized for all
deductible temporary differences, provided that it is probable that
sufficient taxable profits will be available to utilize these differences.
Such deferred tax assets and liabilities are not recognized if the
temporary difference arises from the initial recognition (other than in a
business combination) of assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit. In addition,
deferred tax liabilities are not recognized if the temporary difference
arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realized, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group
expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
DKK'000
2025
2024
Current Tax on Profit for the Year -559 -2.414
Deferred Tax on Profit for the Year 0 1.541
Tax on Profit for the Year -559 -873
Current Tax Adjustments Recognized for
Prior Years
0 405
Income Taxes in the Income Statement -559 -468
DKK'000
2025 2024
Earnings before Tax -190.371 913
Calculated Tax at Danish Statutory Rate of
22% (of EBT)
-41.882 201
Adjustment in Respect of Prior Years 0 404
Income/Loss from Associates 39.953 -4.207
Change in Recoverability of Prior Years’
Deferred Tax Assets
0 1.675
Income/Expenses not Subject to Tax 1.370 1.459
Tax Charge -559 -468
Effective Tax Rate (%) 0,3% -51,3%
Accounting Policies
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10
Development in Deferred Tax Assets and Liabilities
The Group expects to utilize the deferred tax assets as the Group entities general have a positive taxable income.
DKK'000
Long-Term
Liabilities
Short-Term
Liabilities
Total
Deferred
Tax
Net Deferred Tax Asset/(Liability) at 1 January 2024
1.541 0 1.541
Charge to the Income Statement
-1.541 0 -1.541
Net Deferred Tax Asset/(Liability) at 31 December 2024 0 0 0
Classified as Follows
Deferred Tax Asset at 31 December 2024
0
0
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11
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.1 – Investments in Subsidiaries
Investments in subsidiaries are recognized and measured under the
equity method. This means that investments are measured at the pro rata
share of the enterprises’ equity plus or less unamortized positive, or
negative, goodwill and plus or less unrealized intercompany profits or
losses.
The parent company’s share of the enterprises' profits or losses after
elimination of unrealized intercompany profits and losses and less
amortization of goodwill is recognized in the income statement.
Subsidiaries with a negative equity value are measured at zero value, and
any receivables from these enterprises are written down by the parent
company’s share of such negative equity if it is deemed irrecoverable. If
the negative equity exceeds the amount receivable, the remaining
amount is recognized under provisions if the parent company has a legal
or constructive obligation to cover the liabilities of the relevant
enterprise.
The purchase method is applied in the acquisition of investments in
subsidiaries.
3.2 – Other Payables
Other payables comprise accrued expenses. Other payables are
measured at amortized cost.
DKK'000
2025 2024
Cost at 1 January 2025 1.129.990 1.129.990
Cost at 31 December 2025 1.129.990 1.129.990
Value Adjustments at 1 January 2025 639.378 587.111
Exchange Rate Adjustments -85.063 44.297
Dividend distribution -280.000 0
Profit for the year -181.606 19.121
Other Adjustments 0 -11.151
Value Adjustments at 31 December 2025 92.709 639.378
Carrying Amount at 31 December 2025 1.222.699 1.769.368
DKK'000
2025 2024
Other Accrued Expenses
49 85
49 85
Accounting Policies
Accounting Policies
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12
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.1 – Financial Income and Expenses 4.2 – Current and Non-Current Liabilities
All financial assets are measured at amortized costs, and hence all
interest income from financial assets is measured at amortized cost.
All financial liabilities are measured at amortized cost, and hence all
interest expenses from financial liabilities are measured at amortized
cost.
Financial income and expenses include interest, foreign currency gains
and losses of payables and foreign currency transactions as well as
amortization of financial assets and liabilities, including finance lease
obligations and surcharges and refunds under the on-account tax
scheme etc.
Financial liabilities in Wrist Ship Supply Holding are all classified as other
financial liabilities measured at amortized cost except for liabilities
related to derivatives entered into to hedge future cash flows, which are
classified as liabilities at fair value through profit or loss.
Other financial liabilities (including borrowings, trade payables and other
payables) are subsequently measured at amortized cost using the
effective interest method.
The effective interest method is a method of calculating the amortized
cost of a financial liability and of allocating the interest expense over the
relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points
paid or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the
expected life of the financial liability, or (where appropriate) a shorter
period, to the net carrying amount on initial recognition.
DKK'000
2025 2024
Interest Income Arising from Group
Enterprises
505 991
505 991
DKK'000
2025 2024
Interest Expenses Arising from Group
Enterprises
5.202 4.909
Interest Expenses 2.337 13.451
Foreign Exchange Losses 109 139
Other Financial Expenses 1.372 606
9.020 19.105
DKK'000
Payments
due 1 year
2025
Payments
due
between
1-5 years
2025
Outstan-
ding after
5 years
2025
Debt to Group Enterprises
61.598 0 0
Other Payables 49 0 0
61.647 0 0
Specification of Contractual Cash Flows including Interest:
Debt to Group Enterprises 61.598 0 0
Other Payables 49 0 0
61.647 0 0
DKK'000
Payments
due 1 year
2024
Payments
due
between
1-5 years
2024
Outstan-
ding after
5 years
2024
Debt to Credit Institutions 7.035 153.433 0
Debt to Group Enterprises 87.433 0 0
Other Payables 85 0 0
94.553 153.433 0
Specification of Contractual Cash Flows including Interest:
Debt to Credit Institutions 20.150 161.359 0
Debt to Group Enterprises 87.433 0 0
Other Payables 85 0 0
107.668 161.359 0
Accounting Policies
Accounting Policies
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13
4.3 – Reconciliation of Liabilities Arising from Financing Activities
Short-term borrowings relate to debt in the Cash Pool with Wrist Ship
Supply A/S and short-term debt to Credit Institutions.
4.4 – Financial Risks and Financial Instruments
Categories of Financial Instruments
All financial assets and financial liabilities in Wrist Ship Supply Holding
A/S are measured at amortized cost except derivatives used for hedging
purposes, which are measured at fair value through profit or loss. At 31
December 2025 and 31 December 2024, no derivatives were in place.
Financial Risk Management
Wrist manages its identified risks according to the risk management
policies approved by the Board of Directors. The policies are reviewed
and approved by the Board of Directors on an annual basis and include:
• Exchange rate risk
• Interest rate risk
• Liquidity risk
• Credit risk
The company has centralized its management and monitoring of risks
and is measuring exposures on a frequent basis. The company does not
enter into speculation and the purpose of the risk management activities
is to monitor and reduce the company’s exposures due to its operating,
investing and financing activities.
Each risk is described further below.
Exchange Rate Risk
The company’s business activities are predominantly based in DKK and
some credit facilities are denominated in DKK and EUR. Based on this the
exchange rate risk is very limited.
The company is mainly exposed to EUR. At 31 December 2025 and 31
December 2024 no open cash flow hedge contracts were in place.
Sensitivity Analysis
The following table details the company's sensitivity to a 10% increase in
USD and GBP. The sensitivity analysis includes investments in relevant
subsidiaries which are denominated in the relevant currency. A positive
number indicates an increase in profit or loss or equity where the
currency strengthens 10% against DKK at the balance sheet date. A 10%
weakening of the currency would have a comparable but opposite impact
on profit or loss and equity.
Interest Rate Risk
Wrist primarily obtains financing with floating rates and are exposed to
interest rate changes both in Denmark and abroad. The interest rate
exposure is primarily related to fluctuations to CIBOR, EURIBOR and
SONIA. The company’s floating rate loans at 31 December 2025 came in
at DKK 0k (DKK 160,468k at 31 December 2024). With regard to the
Company’s floating rate loans and cash equivalents, an annual 1%
increase in the interest level in proportion to the actual interest rates
would, other things being equal, have had an adverse hypothetical
impact on the profit before tax of DKK 0k (2024: DKK 1,605k) and on
equity of DKK 0k (2024: DKK 1,252k). A declining interest level would have
had a corresponding positive impact on results and equity.
The sensitivity analysis was based on the company’s exposure to
floating-rate liabilities and derivatives at the end of the reporting period.
For floating rate liabilities, the analysis is based on the assumption that
the amount of liabilities outstanding at the end of the reporting period
was outstanding for the whole year.
At 31 December 2025 and 31 December 2024, no open interest hedge
contracts were in place.
Liquidity Risk
Wrist has entered into a long-term committed financing agreement with
credit facilities enabling both the current operations and planned
DKK'000
Long-Term
Borrowings
Short-Term
Borrowings
Total Liabilities
from Financing
Activities
1 January 2025 153.433 93.840 247.273
Cash Flows -154.819 -32.334 -187.153
Non-Cash Change:
Exchange Rate Adjustments 18 92 110
Other 1.368 0 1.368
31 December 2025 0 61.598 61.598
1 January 2024 169.570 61.388 230.958
Cash Flows -1.857 17.428 15.571
Non-Cash Change:
Reclassifications -14.982 14.982 0
Exchange Rate Adjustments 98 42 140
Other 604 0 604
31 December 2024 153.433 93.840 247.273
DKK'000
2025 2024
Investments in Subsidiaries
Carrying amount in USD and GBP 603.018 658.828
Impact on Equity from 10% change in FX
translation
60.302 65.883
»
14
expansion. Treasury management is centralized and ensures that
sufficient financial resources are available to meet planned
requirements. This is done by ensuring that the monthly cash flow
matches the planned cash needs. The entities in the Group have a
positive monthly cash flow. Wrist is in a sound financial position with
significant positive cash flows from operating activities and adequate
cash reserves. Reference is made to note 4.2 where the maturity of
financial obligations is disclosed.
Credit Risk
The Company does not have any external activities. No material credit
risk has been identified.
Capital Structure
The company’s management assesses whether the company's capital
structure is in line with the interests of the company and its shareholders.
The overall objective is to ensure a capital structure that supports long-
term profitable growth. At 31 December 2025, the company’s net
interest-bearing debt amounted to DKK 62m (2024: DKK 220m), which is
considered a reasonable level compared to the current need for financial
flexibility. There are no changes in the company’s guidelines and
procedures for managing capital structure in 2025.
4.5 – Preference Shares
During 2025, all outstanding Class A1 and Class A2 preference shares
were redeemed in connection with the new ownership of the Group.
The redemption amount was determined in accordance with the terms
governing the preference shares as set out in the Shareholders’
Agreement and the Articles of Association.
Following the redemption, no preference shares remain outstanding as of
31 December 2025.
DKK'000
Number
of Shares
Share
Capital
Share
Premium
1 January 2025
460 460 225.948
Redemption of Preference Shares -460 -460 -225.948
31 December 2025 0 0 0
1 January 2024 460 460 225.948
31 December 2024 460 460 225.948
»
15
SECTION 5: OTHER DISCLOSURES
5.1 – Fees to Statutory Auditor
5.2 – Change in Working Capital
5.3 – Adjustments for Non-Cash Items
5.4 – Mortgages and Collateral
As security for the Group’s credit facilities, W.S.S. Holding A/S and Wrist
Ship Supply Holding A/S have issued floating-charge and share pledge
securities to lenders for all material companies in the Wrist Ship Supply
Group.
Joint Taxation Arrangement
The company is part of the mandatory Danish joint taxation arrangement
for corporate income tax purposes in accordance with the Danish
Corporate Tax Act. Until 11 March 2025, Wrist ADM ApS acted as the
administration company of the Danish joint taxation arrangement.
Effective from 11 March 2025, following a change in ownership, W.S.S.
Holding A/S became the administration company for the Danish joint
taxation arrangement. The joint taxation arrangement comprises the
Danish parent company and its Danish subsidiaries that are directly or
indirectly controlled by the ultimate parent company. Under the Danish
joint taxation regime, the jointly taxed entities are taxed on a
consolidated basis for Danish corporate income tax purposes. The total
current income tax payable is allocated between the jointly taxed entities
based on their respective taxable income (full allocation method).
Entities with tax losses are compensated by entities with taxable profits
for the tax value of such losses. From 1 July 2012, the company has
assumed partial joint and secondary liability for obligations, if any,
relating to withholding of tax on interest, royalties and dividend for the
jointly taxed companies. However, secondary liability cannot exceed an
amount equivalent to the share of capital in the company which is owned
directly or indirectly by the ultimate parent company.
5.5 – Contingent Liabilities
The company is not involved in any disputes or lawsuits.
5.6 – Related Parties and Group Relations
Related parties of the company are W.S.S. Holding A/S, Magellan BidCo2
S.à r.l., Magellan ParentCo S.à r.l. and their subsidiaries.
JFL Equity Investors VI, L.P., Delaware, US, is the ultimate controlling
party and controls W.S.S. Holding A/S, which is the supreme Danish
holding company of the Group.
All transactions were made on terms equivalent to arm’s length
principles.
5.7 – Events after the Reporting Period
There has been no post-balance sheet events material to this Annual
Report, which have not been recognized or mentioned.
Transactions with Parent Entities:
Transactions with Related Parties:
DKK'000
2025 2024
Statutory Audit 40 56
Non-Audit Services 5 27
Total Fees to Auditors 45 83
DKK'000
2025 2024
Increase/Decrease in Payables etc. -34 18
Change in Working Capital -34 18
DKK'000
2025 2024
Financial Income and Expenses 8.511 18.113
Adjustments for Non-Cash Items 8.511 18.113
DKK'000
2025 2024
Financial Items, Net 505 991
Financial Receivables 0 27.690
DKK'000
Subsi-
diaries
Manage-
ment
Total
2025
Financial Items, Net -5.202 0 -5.202
Financial Payables 61.598 0 61.598
2024
Financial Items, Net -4.909 0 -4.909
Financial Payables 87.433 0 87.433
»
16
STATEMENT BY MANAGEMENT
Executive Board
Board of Directors
»
17
INDEPENDENT AUDITOR’S REPORT
• Obtain an understanding of internal control relevant to the audit in
• Evaluate the appropriateness of accounting policies used and the
• Conclude on the appropriateness of Management’s use of the going
• Evaluate the overall presentation, structure and content of the
• Plan and perform the audit of the financial statements to obtain
»
18
Business Registration No. 33 96 3 5 56
Identification No. (MNE) m ne344 92 Identification No. (MNE) mne 50599