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TABLE OF CONTENTS
Table of contents .................................................................................................................................................................................................... 3
About IWS .................................................................................................................................................................................................................. 4
Organisation .............................................................................................................................................................................................................. 5
Shareholder Information ...................................................................................................................................................................................... 7
Letter from the CEO ............................................................................................................................................................................................... 8
Board of Directors’ Report ................................................................................................................................................................................ 12
Statement of Responsibility by the Board and the CEO of Integrated Wind Solutions ASA ............................................... 17
Consolidated Income Statement .................................................................................................................................................................... 20
Consolidated Statement of Comprehensive Income ............................................................................................................................. 20
Consolidated Statement of Financial Position .......................................................................................................................................... 21
Consolidated Cash Flow Statement .............................................................................................................................................................. 22
Consolidated Statement of Changes in Equity ......................................................................................................................................... 23
Notes to the Consolidated Financial Statements .................................................................................................................................... 24
Parent Company Income Statement ............................................................................................................................................................. 50
Parent Company Statement of Financial Position ................................................................................................................................... 51
Parent Company Cash Flow Statement ....................................................................................................................................................... 52
Parent Company Statement of Changes in Equity .................................................................................................................................. 52
Parent Company Notes to the Financial Statements ............................................................................................................................. 54
Auditor’s Report .................................................................................................................................................................................................... 63
Remuneration report ........................................................................................................................................................................................... 68
Environmental, Social and Governance (ESG) ........................................................................................................................................... 74
Statement of Corporate Governance ........................................................................................................................................................... 79
Alternative Performance Measures ............................................................................................................................................................... 82
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ABOUT IWS
Integrated Wind Solutions ASA (“IWS”, “Company” or
“Parent Company”) is a leading offshore wind service
Euronext Growth (Oslo) on 25 March 2021, and uplisted
to Euronext Oslo Børs on 3 February 2025.
IWS aims to integrate purpose-built walk-to-work
vessels with complementary engineering and
manpower services in the construction and operations
phase of offshore wind farms. By diversifying its
offerings, the Group aims to position itself as a broad
service provider within the offshore wind industry,
driving long-term growth and value by enhancing
earnings potential through service bundling. The Group
is therefore actively developing a comprehensive service
offering alongside its vessel operations,
IWS operates through two primary business areas,
IWS Fleet and IWS Services, as well as an associated
company, PEAK Wind.
The Group has a global geographical footprint, with
IWS Fleet’s operations primarily focused on Europe,
while IWS Services extends its coverage to Europe, Asia–
Pacific, and the US.
IWS FLEET
IWS Fleet owns and operates purpose-built
Commissioning Service Operation Vessels (“CSOVs”)
specifically designed for offshore wind farms. IWS owns
75% of the company after entering into a strategic
partnership with Sumitomo Corporation, which acquired
25% of IWS Fleet in 2024.
IWS Fleet serves a diverse range of clients for its vessels,
primarily large-scale energy operators who seek state-
of-the-art assets and a reliable, experienced partner for
vessel operations. IWS aims to pursue a portfolio
strategy that combines short- to medium-term
contracts in the commissioning phase, thereby
achieving earnings visibility while securing higher rates.
IWS SERVICES
IWS Services specialises in electrical and technical
solutions for the global wind industry and in offshore
wind consulting, enabling it to deliver a comprehensive
range of solutions to meet client needs. IWS Services
owned 75% of the subsidiary ProCon at the balance
sheet date; ProCon merged with Hyndla in January
2026, reducing IWS Services' ownership to 53%, as
detailed in Note 22.
PEAK WIND
IWS owns 49% of PEAK Wind, having increased its
ownership stake from 30% in 2024. PEAK Wind is a
renewable energy specialist offering advisory,
intelligence, operations, and asset management
services.
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ORGANISATION
MANAGEMENT
Lars-Henrik Røren
Chief Executive Officer
Mr. Røren has been the CEO of
Integrated Wind Solutions since
March 2021. He has more than 30
years of experience from the Investment Banking and
Asset Management Industry with a particular focus on
Energy Markets. He has previously held several senior
positions, latest as Head of Equities in Formue AS, Head
of Equity Capital Markets and Head of E&P research in
SEB Markets, and Investment Director in SEB Wealth
Management Norway. He holds an MSc in Economics
from Copenhagen Business School. Mr. Røren is a
Norwegian citizen.
Christopher Andersen Heidenreich
Chief Operating Officer
Mr. Heidenreich has been the COO of
Integrated Wind Solutions since April
2021 and has more than 20 years of
experience from managing offshore
and shipping assets. He was part of the founding team
of Fred. Olsen Windcarrier in 2008 and was heavily
involved in the development of the offshore wind
segment until 2014 when he took the position as
Managing Director at Awilco Technical Services. He also
has experience from Knutsen OAS and V.Ships. Mr.
Heidenreich holds an MSc in Naval Architecture and
Marine Engineering from Norwegian University of
Science and Technology (NTNU). Mr. Heidenreich is a
Norwegian citizen.
Marius Magelie
Chief Financial Officer
Mr. Magelie has been the CFO of
Integrated Wind Solutions since
February 2022. He has 18 years of
experience from ship-leasing and
investment banking. He held several senior positions
and most recently served as Senior Vice President
Finance & Investor Relations at Ocean Yield, where he
was employed since 2014. Prior to Ocean Yield, Mr.
Magelie was Partner in the Nordic investment bank ABG
Sundal Collier. He has a Master of Science degree in
Financial Economics from BI Norwegian Business
School. Mr. Magelie is a Norwegian citizen.
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BOARD OF DIRECTORS
Sigurd E. Thorvildsen
Chair and Non-Executive Director /
Remuneration Committee
Mr. Thorvildsen serves as board
member of the Awilhelmsen
Group. He has more than 30 years
of experience from the shipping and offshore industry.
He has held several senior positions, including serving
as CEO of the Awilhelmsen Group and Awilco AS. Mr.
Thorvildsen has previously been Chair of the Board of
Directors of AWC AS (Industrial Investments), Linstow
AS (Real Estate), Awilco AS, Awilco Drilling PLC and
Awilco LNG AS (shipping and offshore). He holds an
MSc in Business and Economics from the Norwegian
School of Management. Mr. Thorvildsen is a Norwegian
citizen.
Jens-Julius R. Nygaard
Non-Executive Director /
Audit Committee
Mr. Nygaard is the CEO of Awilco
AS. He has more than 20 years of
experience from shipping and investment companies
through various positions in the Awilco group of
companies and is a member of the board of Awilco LNG
ASA. Mr. Nygaard has a BA Honours in Finance from
Strathclyde University and an MSc in Shipping, Trade &
Finance from Bayes Business School. Mr. Nygaard is a
Norwegian citizen.
Cathrine Haavind
Non-Executive Director /
Remuneration Committee
Mrs. Haavind is Head of Strategic
Planning and Corporate
Communications in the Awilhelmsen Group. She has
more than 15 years of experience with strategy
processes, stock exchange rules for listed companies,
board work and investor relations. Before joining the
Awilhelmsen Group in 2010, she was investor relations
manager of Awilco Offshore ASA and worked 10 years
as a management consultant at PWC Consulting and
IBM. Mrs. Haavind holds an MSc in BA from Université
de Fribourg, Switzerland. Mrs. Haavind is a Norwegian
citizen.
Daniel Gold
Independent Non-Executive Director
/ Remuneration Committee
Mr. Gold is the founder and CEO of
QVT Financial LP (“QVT”), an asset
management company with offices
in New York and New Delhi. QVT, through its managed
funds, is an experienced global investor in the shipping
and offshore industries. Mr. Gold is a board member of
Okeanis Eco Tankers Corp. Mr. Gold holds an AB in
Physics from Harvard College. Mr. Gold is an American
citizen.
Synne Syrrist
Independent Non-Executive Director
/ Audit Committee
Mrs. Syrrist has experience as an
independent consultant for
Norwegian companies and as a financial analyst for
Elcon Securities ASA and First Securities ASA. She has
extensive non-executive experience from both listed
and private companies and is, among others, currently
the chair of the board of directors of Awilco LNG ASA
and a member of the board of directors of ABL Group
ASA. Mrs. Syrrist holds an MSc from NTNU and is a
Certified Financial Analyst (AFA) from NHH. Mrs. Syrrist
is a Norwegian citizen.
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SHAREHOLDER INFORMATION
20 LARGEST SHAREHOLDERS (AS PER 31.03.2026)
Shareholder
Number
of shares
Ownership
(in %)
Awilco AS
15 780 999
39.5
Clearstream Banking S.A. 12 053 941 30.2
State Street Bank and Trust Company 2 780 021 7.0
J.P. Morgan SE
2 156 910
5.4
J.P. Morgan SE
1 183 360
3.0
BNP Paribas
1 019 274
2.6
J.P. Morgan SE
734 674
1.8
Must Invest AS
705 405
1.8
Skeie Kapital AS
535 303
1.3
Wieco AS
430 465
1.1
Verdipapirfondet Storebrand Norge
334 300
0.8
Millennium Falcon AS 156 250 0.4
Fondsfinans Pensjonskasse 135 858 0.3
Patronia AS
131 203
0.3
Wieco Invest AS
108 120
0.2
Emkay Invest AS
95 606
0.2
Røren Invest AS
93 750
0.2
JJ & MH Holding AS
75 000
0.2
Nordnet Bank AB
66 147
0.1
Kristian Falnes AS
50 000
0.1
Xfile AS 50 000 0.1
Optimuspistor AS 50 000 0.1
Sub-total
38 726 586
96.9
Other shareholders
1 228 472
3.1
Total
39 955 058
100.0
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LETTER FROM THE CEO
A DEFINING YEAR FOR INTEGRATED WIND
SOLUTIONS, INCLUDING DELIVERY,
DISCIPLINE, AND STRATEGIC PROGRESS
2025 marked a defining year for IWS, when long-term
plans materialised, our full fleet entered operation, our
service businesses grew in capability and scope, and our
strategic partnerships demonstrated their strength. At
the same time, 2025 was characterised by renewed
momentum in offshore wind, tempered by ongoing
macroeconomic and geopolitical uncertainty.
Across the Group, our focus remained clear: operate
safely, deliver reliably, strengthen our financial position,
and build long-term value for our shareholders.
IWS FLEET - A FULLY DELIVERED AND
OPERATIONAL BUSINESS
One of the most important milestones in 2025 was the
completion of our newbuilding program. With the
delivery of IWS Moonwalker and IWS Sunwalker, all six
Skywalker-class CSOVs entered operation before year-
end.
The fleet performed exceptionally well, reaching a
commercial utilisation rate of 99.7%, up from 95.9% in
2024. The year also reinforced the strength of our client
relationships and the quality of our vessels, as reflected
in sustained positive feedback and an increasing, solid
contract backlog.
The transformation of IWS Fleet from a developing
company to a fully operational business is now
complete. The financial impact is evident, with Fleet
delivering EUR 70.0 million in revenue, almost tripling
year-on-year. With long-term charter visibility
stretching into 2028, IWS Fleet is positioned to remain
the backbone of our earnings in the years to come.
The strategic partnership we signed with the Japanese
Sumitomo Corporation in June 2024 has proven to be
strong. To be successful in business is about financial
strength, clever minds, and strong partnerships. With
Sumitomo Corporation, we have it all.
IWS SERVICES - SCALING CAPABILITIES AND
STRENGTHENING MARKET POSITION
2025 was a year of both opportunities and challenges
for IWS Services. The business continued to deliver
strong results in its core electrical and mechanical
installation activities for offshore wind foundations,
even as the broader OEM supply chain faced volatility.
On the other hand, two offshore substation (OSS)
projects were challenging and loss-making, and
negatively impacted overall margins.
While the two substation projects impacted margins in
2025, one was completed by year-end, and the second
is progressing according to the revised plan. We
continue to expect IWS Services to return to revenue
growth and positive earnings in 2026, supported by a
growing backlog and an expanded market scope.
Importantly, we have taken a strategic step to expand
our capabilities and competitiveness going forward. On
5 January 2026, IWS Services’ subsidiary ProCon Group
ApS completed an all-share merger with Hyndla AS. The
combination of creating a leading integrated provider
across electrical systems, engineering, and cable
management positions us well for the next decade of
offshore wind expansion.
PEAK WIND - CONTINUED PROGRESS IN A
GROWING MARKET
Our investment in PEAK Wind remains strategically
important. The company has established itself as one of
the world’s leading independent offshore wind
consultancy and asset management firms, with global
reach and a diversified service offering.
While 2025 included some temporary market delays
related to FIDs and project timing, which affected
activity and short-term financial contributions to IWS,
the long-term fundamentals of offshore wind
consultancy and asset management continue to
strengthen. With increasing demand for advisory,
operations, data intelligence, and Power-to-X services,
PEAK Wind is well-positioned for renewed earnings
growth in 2026.
FINANCIAL PERFORMANCE - STRONG
GROWTH AND IMPROVING PROFITABILITY
The Group delivered a year of significant financial
expansion:
• Revenue: EUR 106.2 million (up from 56.4 million in
2024)
• EBITDA: EUR 33.7 million (up from 9.3 million in
2024)
• Net profit: EUR 22.9 million (up from 6.3 million in
2024)
• Equity ratio: 51% at year-end (2024: 60%)
This growth demonstrates the financial impact of our
now fully operational fleet.
We strengthened our financial position by amending
and expanding our Green Senior Secured Credit Facility,
PAGE 9/83 – IWS ANNUAL REPORT 2025
ending the year with EUR 52.1 million in cash and an
undrawn revolving credit facility of EUR 20.0 million,
giving us a solid foundation for further growth.
In December 2025, we announced that IWS would soon
begin distributing cash. In Q1 2026, we did so through
an ordinary and extraordinary dividend. That was an
important milestone reached for IWS and our highly
valued owners.
OFFSHORE WIND MARKET - MOMENTUM
RETURNS
After several challenging years for the global offshore
wind industry, 2025 brought renewed momentum:
• 14 GW were awarded globally during the year
• Poland launched its first offshore wind CfD auction
• The UK prepared for a record-setting AR7 round in
early 2026
• Seven projects in Europe totalling 6.5 GW reached
FID
Although macroeconomic and geopolitical uncertainty
persisted, including shifting global trade policies, the
structural growth drivers of offshore wind remain
robust. Across Europe and other key markets, offshore
wind continues to be recognised as essential for energy
security, decarbonisation, and long-term cost efficiency.
For IWS, operating primarily in Europe, the policy and
auction developments of 2025 support a strong
demand outlook for both CSOV operations and
specialised services.
NAVIGATING UNCERTAINTY WITH DISCIPLINE
The start of 2025 brought increased volatility across
financial markets, commodity flows, and global trade.
While IWS is not directly exposed to the markets
experiencing the highest turbulence, our project-driven
business model means that broader uncertainty can
influence decision-making, project timelines, and short-
term activity levels.
We remain disciplined in capital allocation, operational
performance, and risk management. While market
volatility can affect short-term share price movements,
our focus remains on creating underlying value,
maintaining strong financials, and operating safely and
efficiently.
STRAIGHT TALK
Offshore wind is not about saving the planet first. It’s
about powering a world that’s running out of electricity,
and doing it fast.
Electrification is exploding across every sector:
transport, industry, and heating. However, nothing
accelerates demand like artificial intelligence. AI isn't
just another digital tool; it's electricity demand growth
on steroids.
Every model, every training cycle, every real‑time
inference draws enormous power. Data centres are now
becoming the factories of the future, and they run not
on steel or steam, but on gigawatts. The rise of AI has
turned electricity into the new strategic resource. It's
that simple!
At the same time, the world's old energy backbone is
cracking. The ongoing conflict in the Middle East has
repeatedly disrupted oil and gas flows through the
Strait of Hormuz, a bottleneck that carries roughly a
fifth of global crude and LNG. When tankers and
logistics halt, the prices surge, and energy security
evaporates. Fossil fuel systems are exposed, volatile,
and increasingly unreliable. We have experienced that
for decades. Latest, these days…
Offshore wind offers the opposite: scale, stability, and
sovereignty. It delivers massive volumes of homegrown
electricity close to where people and data centres
actually need it. It shields countries from geopolitical
shocks and the wild swings of fossil fuel markets.
The fact that wind-generated electricity is green is an
absolute benefit. It means that while we expand our
energy supply, we also cut emissions and strengthen
energy independence. But the environmental angle,
while important, is not the primary driver.
Offshore wind succeeds because it solves a fundamental
and urgent challenge: supplying enough electricity for a
rapidly electrifying world. The climate advantage? A
powerful bonus, however, it is still only a bonus.
My Straight Talk point is that the future runs on
electricity, and offshore wind is one of the few tools
capable of supplying it at the scale, price, energy
security, and timeline that AI and society overall now
require.
LOOKING AHEAD
As we enter 2026, IWS is in its strongest position to
date:
• A fully delivered, fully contracted fleet
• A strengthened service business following the
ProCon-Hyndla merger
• A globally positioned advisory and asset
management partner in PEAK Wind
• A robust balance sheet and solid cash position
• Rewarding shareholders through dividend
payments
• Growing market opportunities in all our major
segments
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We expect Group net profit to increase further in 2026,
driven by IWS Fleet and supported by improving
contributions from IWS Services and PEAK Wind.
Our commitment to long-term value creation remains
unchanged. We aim to deliver high-quality growth,
strong operational performance, and strategic
discipline. This is to ensure IWS remains a trusted
partner for clients, an attractive place to work, and a
company that delivers sustainable growth and value to
shareholders.
Thank you to our employees, clients, partners, and
shareholders for your trust, commitment, and
collaboration throughout 2025.
To sum it all up. The future of offshore wind looks
bright, and IWS is well-positioned to be part of it. Bring
on the future!
Best regards,
Lars-Henrik Røren
Chief Executive Officer
Oslo, 21 April 2026
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BOARD OF DIRECTORS’ REPORT
BUSINESS SUMMARY
Offshore wind
The global offshore wind market continues to
demonstrate strong long-term growth, with Europe
firmly established as the core market, accounting for
more than 80% of total installed capacity excluding
China. After a period of adjustment driven by supply
chain constraints, elevated interest rates, and increased
return discipline among developers, the market is now
regaining momentum. Annual installations are expected
to accelerate from around 6 GW in 2025 to 7-11 GW per
year in 2026-2030, and further to 13-22 GW annually in
2031-2035. The global outlook for 2035 stands at 191
GW excluding China, with the modest revision from
earlier estimates reflecting project delays rather than
cancellations.
Auction activity in late 2025 and early 2026 signalled
renewed market momentum. Approximately 14 GW was
awarded globally in 2025. Poland held its first offshore
wind CfD auction, securing 3.5 GW across three projects
with a pipeline extending to 2032. The UK's Allocation
Round 7, announced in January 2026, exceeded
expectations by awarding around 8.4 GW, supported by
a budget doubled to GBP 1.8 billion, with project
delivery scheduled for 2028-2031. Despite higher strike
prices than in previous rounds, offshore wind remains
competitive, with prices approximately 40% below the
cost of a new gas-fired plant. More than 43 GW of
auctions are expected to be launched in 2026, with 12.5
GW concluding within the year.
Final Investment Decisions are gaining pace. In 2025,
seven projects totalling 6.5 GW reached FID. Around
83% of projects scheduled for installation in 2026–2028
and 54% of those planned for 2026-2030 have already
reached FID, with further investment decisions expected
during 2026, particularly across Europe. This progress
provides meaningful near-term revenue visibility across
the offshore wind supply chain.
Turbine OEMs are showing early signs of stabilisation,
with major manufacturers working to improve margins
and secure long-term order books. Looking further
ahead, capacity constraints could emerge from around
2030 if additional investments are not made in a timely
manner, particularly across turbine components,
installation vessels, export cables, and offshore
substations. Targeted supply chain investment will
therefore be essential to sustain the double-digit annual
installation volumes expected through the 2030s.
The strong outcomes from Poland's first offshore wind
auction and the UK's AR7 demonstrate that well-
designed auction frameworks can unlock substantial
volumes, even in a challenging macroeconomic
environment. The continued policy support and
targeted supply chain investment will gradually close
the gap between ambition and delivery. As the industry
matures, supply-chain companies and service providers
are positioned to capture the resulting demand. Within
this segment, IWS is well-positioned with a
comprehensive service offering that includes a fleet of
state-of-the-art CSOVs, the technical expertise of IWS
Services, and the advisory and asset management
capabilities of PEAK Wind.
Operations
IWS Fleet had all six CSVOs in operation by the end of
2025. IWS Moonwalker and IWS Sunwalker were
delivered in 2025, marking the completion of the six-
vessel newbuilding program. Positive client feedback
continues to support IWS Fleet’s contract backlog.
The fleet achieved commercial utilisation of 99.7% in
2025 (2024: 95.9%).
IWS Services has continued to perform well on contracts
for electrical and mechanical installations on offshore
wind foundations. The results, however, are affected by
two loss-making offshore substation projects. One of
the two projects was completed in Q4 2025, and the
other is progressing in accordance with the planned
scope and timeline.
The IWS Services subsidiary ProCon Group ApS
completed an all-share merger with Hyndla AS on 5
January 2026, creating a premier integrated partner in
the global offshore wind supply chain. This strategic
combination brings together ProCon’s expertise in
electrical outfitting and installation with Hyndla’s
specialised engineering capabilities in Low Voltage
(“LV”) electrical systems and High Voltage (“HV”) cable
management structures. The parent company will
continue to operate under the ProCon brand. After the
completion of the transaction, IWS Services owns 52.5%
of the combined entity and 100% of the voting shares.
CONSOLIDATED FINANCIAL STATEMENTS
Corporate information
Integrated Wind Solutions ASA was incorporated
23 July 2020 and has its registered office at Støperigata
2, 0250 Oslo, Norway. The Parent Company and its
subsidiaries make up Integrated Wind Solutions Group
(collectively “IWS” or the “Group”).
Operating revenue, operating expenses, and
depreciation charges
Total revenue for the Group in 2025 was EUR 106.2
million (EUR 56.4 million in 2024), of which IWS Fleet
contributed EUR 70.1 million (EUR 25.5 million in 2024),
IWS Services contributed EUR 36.2 million (EUR 30.0
PAGE 13/83 – IWS ANNUAL REPORT 2025
million in 2024) and IWS’ share of net profit in PEAK
Wind contributed EUR -0.2 million (EUR 0.7 million in
2024). The main reason for the increase is that IWS Fleet
has taken delivery of vessels and commenced charter
contracts.
Operating expenses for 2024 totalled EUR 72.5 million
(2024: EUR 47.1 million), giving EBITDA for the year EUR
33.7 million (EUR 9.3 million in 2024). The group has
incurred higher operating expenses due to operating a
larger fleet, which has also increased revenue and
EBITDA.
Depreciation and amortisation amounted to EUR 8.8
million in 2025 (EUR 3.4 million in 2024), including
depreciation of right-of-use assets and amortisation of
acquisition-related intangible assets. The increase in
depreciation expenses is attributed to the delivery of
vessels, with the accompanying commencement of
depreciation in IWS Fleet.
Financial items
Full-year net financial expense for 2025 was EUR 2.6
million (EUR 1.3 million income in 2024) and includes
interest income of EUR 0.9 million (2024: EUR 1.7
million) and finance expenses of EUR 3.0 million (2024:
EUR 0.7 million). Finance expenses exclude capitalised
borrowing costs of EUR 3.7 million (2024: EUR 2.8
million), as detailed in Note 9. The net foreign currency
exchange losses of EUR 0.6 million (2024: EUR 0.2
million gains) are attributable to bank deposits,
accounts receivable, and accounts payable
denominated in currencies other than the functional
currency.
Tax expense, net result and earnings per share
Total tax income for the year was EUR 0.6 million (EUR
0.8 million expense in 2024) and relates primarily to the
reversal of deferred tax liabilities on foreign exchange
and the build-up of deferred tax assets due to negative
results in IWS Services.
Net profit for the full year was EUR 22.9 million (EUR 6.3
million in 2024).
Earnings per share was EUR 0.42 for the year (2024: EUR
0.11).
Financial position
The carrying value of vessels increased to EUR 306.7
million at year-end (2024: EUR 145.6 million). The
increase is a result of IWS Moonwalker and IWS
Sunwalker becoming ready for operation in the year.
The carrying value of vessels includes yard instalments
and accumulated directly attributable project costs and
borrowing costs during the construction period. There
are no remaining capital commitments in the current
completed newbuilding program.
Other fixed assets of EUR 2.4 million include premises
and vehicle leases (2024: EUR 1.4 million).
Intangible assets of EUR 5.8 million at year-end
comprise goodwill and other acquisition-related
intangible assets (EUR 6.0 million at the previous year-
end).
Equity-accounted investees of EUR 24.1 million (2024:
EUR 24.3 million) relate to the Group’s 49% investment
in PEAK Wind, and its 50% investment in Havfram Fleet
Management AS. Further details about the group’s
equity-accounted investees are found in Note 11 to the
financial statements.
Other Contract assets and trade receivables of EUR 2.7
million and EUR 23.9 million, respectively (EUR 4.5
million and EUR 18.5 million for 2024), consist of trade
receivables and work in progress in IWS Fleet and IWS
Services. The increase is primarily due to two additional
vessels in operation and the timing of invoicing.
Total cash and cash equivalents amounted to EUR 52.1
million at year-end, up from EUR 32.5 million at the
previous year-end. The net increase, in addition to the
profit for the year and changes in working capital, is
explained primarily by investments in vessels under
construction of EUR 92.9 million, financed in part by the
net drawdown of EUR 96.0 million in debt and the
repayment of EUR 16.1 million in loans. The Group has
also received government grants of EUR 2.4 million
(EUR 1.1 million in 2024).
Non-current and current interest-bearing debt includes
the Green Senior Secured Credit Facility, which amounts
to EUR 186.3 million (2024: EUR 111.0 million). It also
includes a bank overdraft balance in IWS Services of
EUR 4.5 million (2024: EUR 1.2 million), and lease
liabilities of EUR 0.9 million (2024: EUR 1.2 million).
Other non-current liabilities of EUR 1.5 million (EUR 1.2
million in 2024) relate to pensions and the fair value of
synthetic share options granted under the Group’s
long-term incentive plan that become exercisable after
more than 12 months.
Book equity on 31 December 2025 was EUR 214.5
million, and total assets were EUR 421.9 million, giving
an equity ratio of 51% at year-end (EUR 189.0 million,
EUR 317.3 million and 60%, respectively, as of 31
December 2024).
PAGE 14/83 – IWS ANNUAL REPORT 2025
Cash flow and liquidity
The Group achieved net cash flow from operating
activities of EUR 28.9 million (EUR -0.8 million in 2024).
Net cash used in investing activities was EUR 92.6
million (EUR 142.5 million in 2024). Cash outflow related
to the purchase of property, plant and equipment,
including CSOVs under construction, was EUR 92.9
million (EUR 133.0 million in 2020).
Net cash from financing activities was EUR 83.9 million
(2024: EUR 144.8 million). IWS raised EUR 2.4 million
from a share issue related to the uplisting to Euronext
Oslo Børs. The Group has also drawn down EUR 96.0
million of debt and repaid EUR 16.1 million of loans.
At year-end 2025, total cash and cash equivalents
amounted to EUR 52.1 million (EUR 34.5 million on
31 December 2024), excluding overdrafts.
PARENT COMPANY FINANCIAL STATEMENTS
The Parent Company’s operating revenue for 2025 was
NOK 42.0 million (NOK 30.1 million in 2024) and
operating expenses for the year were NOK 63.1 million
(NOK 60.2 million in 2024)
Net finance income amounted to NOK 8.3 million (NOK
45.6 million in 2024), out of which interest income from
group companies constituted NOK 5.6 million (NOK
11.0 million in 2024), and currency gains constituted
NOK 0.3 million (NOK 11.9 million in 2024).
Profit for the year was NOK -12.8 million (NOK 13.6
million in 2024).
The Board of Directors proposes that the Parent
Company’s profit for the period of NOK -12.8 million is
allocated from retained earnings.
Dividends
The Annual General Meeting has authorised the Board
of Directors of IWS to resolve and declare dividends for
up to the next ordinary general meeting in May 2026.
The General Meeting in May 2026 will vote on a new
authorisation for the Board to pay quarterly dividends
until the next General Meeting in 2027.
The Board of Directors declared a cash dividend of NOK
3.00 per share for payment in March 2026, consisting of
an ordinary quarterly dividend of NOK 1.00 per share
and an extraordinary dividend of NOK 2.00 per share.
This was approved by the Board of Directors on 24
February 2026.
PRESENTATION OF ANNUAL ACCOUNTS
The Group’s consolidated financial statements have
been prepared in accordance with IFRS Accounting
Standards as adopted by the European Union and the
additional requirements of the Norwegian Accounting
Act as of 31 December 2025, and are presented in EUR.
The financial statements of the Parent Company have
been prepared and presented in accordance with the
Norwegian Accounting Act, and are presented in NOK.
GOING CONCERN ASSUMPTION
It is in the opinion of the Board of Directors that the
consolidated financial statements for IWS provide a true
and fair view of the Group’s financial performance for
2025 and 2024 and its financial position on 31
December 2025 and 2024.
According to section 3-3 of the Norwegian Accounting
Act, the Board of Directors confirms that the financial
statements of the Parent Company and the Group have
been prepared based on the going concern assumption,
and that it is appropriate to make that assumption.
RISK FACTORS
IWS operates as a service provider to the offshore wind
industry. For the industry to continue to grow,
authorities must allow the development of offshore
wind farms. For the CSOVs, the charter market has
historically been cyclical, and as a result, financial results
will vary significantly from year to year.
The key risk factors can be categorised into three
primary components: market risk, operational risk, and
financial risk.
Market risk
Supply and demand risk
The demand for offshore wind services is directly linked
to the build-out and execution of offshore wind
projects. The pace of such development is subject to a
range of external factors, including overall demand for
electricity, the relative cost of competing energy sources
across both renewable and hydrocarbon-based
generation, and shifts in governmental priorities,
subsidy frameworks or carbon pricing mechanisms.
Changes in any of these factors could affect the
permitting, timing or scale of future offshore wind
development, and consequently the demand for
offshore wind services.
Developers of offshore wind farms may also experience
cost inflation, which can affect the overall economics
and appetite for new projects in the medium to long
term.
The number of vessels supplying the market and the
number of companies supplying such vessels can vary,
and there is a risk that additional future vessels could
PAGE 15/83 – IWS ANNUAL REPORT 2025
create an oversupply, increasing price pressure and
negatively impacting future rates.
Climate risk
Climate change may impact the Group’s business
through changes in the operating environment,
changes in demand for services, or regulatory changes.
The vessels are equipped to handle harsh weather
conditions. However, a higher frequency of extreme
weather events may increase the risk of personal injury,
property damage, or lost revenue.
Regulatory changes may include taxation of CO
2
emissions or other requirements that would increase
the operating costs of the Group or impact the offshore
wind market by favouring other green energy sources.
Operational risk
Charter contract risk
The Group’s ability to obtain charter contracts depends
on the prevailing market conditions in the industry. If
the Group is unable to employ its vessels, revenue will
be substantially reduced.
Construction contract risk
The Group’s construction activities depend on
maintaining an adequate order book, which in turn
depends on prevailing market conditions in the
industry. If the Group is unable to continue to secure
additional contracts with customers, revenue will be
substantially reduced.
Employees
The Group’s success depends on its ability to recruit,
retain and develop skilled personnel for its business and
crew for the vessels. With the expected strong growth in
the offshore wind industry and the global fleet over this
decade, there is a risk that IWS will be unable to attract
qualified personnel for its operations.
Laws and regulations
The operations and vessels are subject to international
laws and regulations, which have become stricter.
Changes to laws and regulations may expose the
Company to new risks.
War, piracy, and cyber risk
The risk of war, piracy, or various forms of cyberattacks
could affect the trading and earnings of vessels or the
income from other services.
Financial risk
Financing risk and liquidity risk
IWS is exposed to financing and liquidity risks in
meeting its commitments. The Group is continuously
exploring alternatives to finance its commitments in the
most cost-efficient way. This includes, but is not limited
to, bank financing, lease financing, bond financing, and
equity financing. The Group will raise external debt on a
regular basis to finance a portion of its vessel
investments, either in the bank market or the bond
market. The Group is exposed to the risk of not being
able to access external financing.
IWS monitors monthly liquidity forecasts based on
expected cash flows and aims to ensure it has sufficient
liquidity and undrawn committed credit facilities at all
times to meet its short- and medium-term obligations.
Currency risk
The most prominent companies in the Group have EUR
and DKK as their functional currencies. Currency risks
arise from transactions denominated in currencies other
than the functional currency.
The Group may use financial derivatives to reduce the
currency risk. No financial derivatives were used to
hedge currency risk at year-end 2025.
Interest rate risk
The Group has raised financing through debt and may
continue to raise additional debt, which will increase the
Group’s exposure to interest rate fluctuations. The
Group’s Green Senior Secured Credit Facility consists of
a commercial facility with a variable interest rate, a NIB
facility with a variable interest rate, and an Eksfin facility
with a fixed rate.
Tax risk
The complexity and ongoing development of local and
international tax rules and their interpretation may
expose the Group to financial and reputational risks.
Counterparty- / credit risk
IWS has inherent credit risk, as counterparties may be
unable to meet their obligations under construction
contracts and long-term charter contracts. To mitigate
this risk, the Group assesses the creditworthiness of all
significant counterparties and will charter out the
vessels and sign material construction contracts with
internationally recognised companies.
The Group’s cash funds are deposited only with
internationally recognised financial institutions with
high credit ratings.
HEALTH, SAFETY AND ENVIRONMENT
Based on the goal of environmental excellence, IWS will
continuously strive to minimise the environmental
impact of its rendered services and vessel operations.
The Group has zero tolerance for environmental spills,
emissions of ozone-depleting substances, or
unauthorised disposal of any type of garbage or waste
in the marine environment.
There is currently no female representation among
management in IWS. The Group is aware of this
imbalance and aims to improve this ratio in the future.
PAGE 16/83 – IWS ANNUAL REPORT 2025
The Company's Board of Directors has two female
directors, representing 40% of the Board.
Absence due to illness for employees in the Parent
Company was less than 1% in 2025 (10% in 2024).
Please see the ESG section later in this report for further
information about the Company’s policies concerning
health, safety, and the environment.
BOARD LIABILITY INSURANCE
The Group has a directors and officers (D&O) liability
insurance for its non-executive directors and the CEO
signed with a reputable insurance company.
CORPORATE GOVERNANCE
IWS strives to protect and enhance shareholder equity
through openness, integrity, and equal treatment of
shareholders. Sound corporate governance is a key
element in the Group’s strategy.
The Company's corporate governance principles are
adopted by the Board of Directors.
Reference is also made to the corporate governance
section later in this report.
OUTLOOK
The long-term industry outlook remains attractive, with
double-digit growth supported by a pipeline of
development projects, auctions, and political ambitions.
The IWS group of companies is well-positioned to
navigate this market and participate in long-term
industry growth.
IWS Fleet has six state-of-the-art vessels in operation, a
solid backlog, and a top-tier client base. IWS Fleet has
good prospects for continued high commercial
utilisation, resulting in solid revenue and EBIT growth in
2026. The current charter backlog also provides high
revenue visibility for 2027 and into 2028. IWS Fleet is
well-positioned for the coming market, where
opportunities to expand the fleet may arise.
IWS Services has strong performance in its core
transition piece business, further strengthened by the
merger between ProCon and Hyndla, which combines
market-leading offerings and increases competitiveness.
The ambition is to more than double revenues by 2030
compared to 2025 combined financials, driven by a
broader scope and improved market share in a growing
market. We still expect a return to revenue growth and
positive earnings in 2026, driven by the growing
backlog, although margin risk remains on the one
project related to an offshore substation.
PEAK Wind is well-positioned to expand its
geographical scope and offerings. We see positive
market developments for offshore wind consultancy
services and expect PEAK Wind's 2026 revenues and the
Group’s share of net profit to increase.
The Group's net profit for 2026 will increase, and
mainly stem from IWS Fleet, with positive contributions
from IWS Services and PEAK Wind.
Quarterly dividends will be announced by the Board of
Directors, in line with the Company’s dividend policy.
PAGE 17/83 – IWS ANNUAL REPORT 2025
STATEMENT OF RESPONSIBILITY BY THE BOARD
AND THE CEO OF INTEGRATED WIND SOLUTIONS ASA
The Board of Directors and the CEO have today
considered and approved the Parent Company’s and
the Group’s financial statements for 2025.
The consolidated financial statements of IWS have been
prepared in accordance with IFRS Accounting Standards
as adopted by the European Union and the additional
disclosure requirements applicable under the
Norwegian Accounting Act. The Parent Company's
financial statements have been prepared in accordance
with the Norwegian Accounting Act and generally
accepted accounting practice in Norway.
We confirm to the best of our knowledge that:
- The 2025 financial statements for the Parent
Company and the Group have been prepared in
accordance with applicable accounting standards.
- The information in the financial statements gives a
true and fair view of the Parent Company’s and the
Group’s assets, liabilities, financial position and
results as of 31 December 2025.
- The information in the Board of Directors’ Report
includes a true and fair review of the development
and performance of the business and the position
of the Parent Company and the Group, together
with a description of the principal risks and
uncertainties that they face.
Oslo, 21 April 2026
Sigurd E. Thorvildsen
Chair of the Board
Jens-Julius Ramdahl Nygaard
Board member
Synne Syrrist
Board member
Cathrine Haavind
Board member
Daniel Gold
Board member
Lars-Henrik Røren
CEO
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CONSOLIDATED INCOME STATEMENT
In EUR thousand
Note
2025
2024
Operating revenue
5
Share of net profit of equity-accounted investees
11
-158
Total revenue and other income
Payroll and remuneration
6
-13 520
-14 560
Other operating expenses
7
-58 957
-32 557
Earnings before interest, taxes and depreciation (EBITDA)
Depreciation and amortisation
9/10
-8 837
-3 384
Earnings before interest and taxes (EBIT)
Finance income
8
Finance expenses
8
-2 984
-652
Net foreign currency exchange gains
-572
Net finance income
8
-2 622
Profit before taxes
Income tax expense
12
-841
Profit for the period
Attributable to non-controlling interests
Attributable to shareholders of the Company
Basic and diluted earnings per share (EUR)
16
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
In EUR thousand
Note
2025
2024
Profit for the period
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Cash flow hedge, net of tax effect
19
Exchange differences on translation
-184
-8
Total other comprehensive income
-184
Total comprehensive income
Attributable to non-controlling interests
Attributable to shareholders of the Company
PAGE 21/83 – IWS ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In EUR thousand
Note
31.12.2025
31.12.2024
ASSETS
Non-current assets
Vessels
9
Vessels under construction
9
Other fixed assets
9
Intangible assets
10
Equity-accounted investees
11
Deferred tax assets
12
Other non-current assets
Total non-current assets
Current assets
Contract assets
5
Trade receivables
13
Other current assets
13
Cash and cash equivalents
14
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
16
Share premium reserve
16
Retained earnings
Non-controlling interests
Total equity
Non-current liabilities
Non-current interest-bearing debt
15
Deferred tax liability
12
Other non-current liabilities
6
Total non-current liabilities
Current liabilities
Trade payables
19
Current interest-bearing debt
15
Other current liabilities
Total current liabilities
Total equity and liabilities
Sigurd E. Thorvildsen
Chair of the Board
Jens-Julius Ramdahl Nygaard
Board member
Synne Syrrist
Board member
Cathrine Haavind
Board member
Daniel Gold
Board member
Lars-Henrik Røren
CEO
PAGE 22/83 – IWS ANNUAL REPORT 2025
CONSOLIDATED CASH FLOW STATEMENT
In EUR thousand
Note
2025
2024
Cash flow from operating activities
Profit before tax
1
Depreciation and amortisation
9/10
Share of net profit of equity-accounted investees
11
-661
Increase (-)/decrease (+) in trade and other receivables
-3 235
-16 014
Increase (+)/decrease (-) in trade and other payables
Taxes paid
-714
-128
Net cash flow from operating activities
-778
Cash flow from investing activities
Purchase of property, plant and equipment
9
-92 858
-132 962
Proceeds from sale of property, plant and equipment
9
Investment in equity-accounted investees
11
-9 532
Dividends received from equity-accounted investees
11
Net cash flow from investing activities
-92 590
-142 494
Cash flow from financing activities
Proceeds from the issue of share capital/minority shareholder
21/16
Equity issue costs
16
-176
Proceeds from loans
15
Repayment of loans
15
-16 054
-8 519
Fees related to credit facilities
-636
Government grants
17
Payment of lease liabilities
15
-351
-416
Net cash flow from financing activities
Cash and cash equivalents at the beginning of the period
Net increase/(decrease) in cash and cash equivalents
Exchange rate effects
-648
-54
Cash and cash equivalents at the end of the period
14
1) Profit before tax includes interest paid of EUR 2,187 thousand (2024: EUR 128 thousand). Total interest paid amounted to EUR
investing activities (2024: EUR 2,136 thousand).
PAGE 23/83 – IWS ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the Company
In EUR thousand
Note
Share
capital
Share
premium
reserve
Hedging
reserve
Translation
reserve
Retained
earnings
Total
Non-
controlling
interest
Total equity
Total equity at 01.01.2024
-8 996
-5 707
Profit for the period
Other comprehensive income
-8
Impact of functional currency change
-293
Transactions with non-controlling interests
1
21
Total equity at 31.12.2024
-8 711
Total equity at 01.01.2025
-8 711
Equity issue 31.01.2025
2
16
Profit for the period
Other comprehensive income
-145
-145
-39
-184
Transactions with non-controlling interests
3
21
-23
-23
Total equity at 31.12.2025
-8 856
1) IWS Fleet AS raised EUR 60.0 million in equity in a private placement to Sumitomo Corporation for 25.38% ownership in June
2
024. The transaction is a change in ownership interest without a loss of control. Furthermore, IWS Services agreed to acquir
e
t
he 3% non-controlling interest in IWS Services in December 2024 for EUR 0.6 million. The difference between the relativ
e
i
nterest of the non-controlling interest and the fair value of the consideration is attributed to the owners of the parent.
2) Ref
er to Note 16 for details about the equity issue.
3) 1
8% of Green Ducklings A/S has been sold to members of Green Ducklings management.
PAGE 24/83 – IWS ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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PARENT COMPANY INCOME STATEMENT
In NOK thousand
Note
2025
2024
Operating revenue
8
42 031
30 076
Payroll and remuneration
3
-45 324
-42 009
Other operating expenses
4
-17 601
-18 045
Depreciation and amortisation
-221
-177
Earnings before interest and taxes (EBIT)
-21 115
-30 155
Finance income
8 138
33 807
Finance expenses
-126
-69
Net foreign currency exchange gains
309
11 857
Net finance income
5
8 321
45 595
Profit/(loss) before taxes
-12 794
15 440
Income tax expense
6
-
-1 798
Profit/(loss) for the period
-12 794
13 642
Allocations/transfers of profit/(loss) for the period:
Allocated to/(transferred from) retained earnings
-12 794
13 642
Total allocations and transfers
-12 794
13 642
PAGE 51/83 – IWS ANNUAL REPORT 2025
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
In NOK thousand
Note
31.12.2025
31.12.2024
ASSETS
Non-current assets
Shares in subsidiaries
7
1 022 503
1 022 503
Shares in associates
7
254 975
254 975
Property, plant and equipment
17 480
423
Intercompany receivables and loans
8
7 769
92 753
Total non-current assets
1 302 727
1 370 654
Current assets
Intercompany receivables and loans
8
13 696
9 140
Trade receivables
-
3 213
Other current assets
505
3 406
Cash and cash equivalents
9
150 650
68 704
Total current assets
164 851
84 463
Total assets
1 467 578
1 455 117
EQUITY AND LIABILITIES
Equity
Share capital
79 910
78 289
Share premium reserve
1 315 294
1 288 976
Retained earnings
34 827
47 620
Total equity
10
1 430 031
1 414 885
Non-current liabilities
Non-current interest-bearing debt
-
-
Pension liabilities
3
6 340
4 282
Deferred tax liability
6
-
-
Other non-current liabilities
11
11 286
16 857
Total non-current liabilities
17 626
21 139
Current liabilities
Current interest-bearing debt
-
-
Intercompany payables
8
50
7 217
Trade payables
820
2 997
Other current liabilities
11
19 051
8 879
Total current liabilities
19 921
19 093
Total equity and liabilities
1 467 578
1 455 117
Sigurd E. Thorvildsen
Chair of the Board
Jens-Julius Ramdahl Nygaard
Board member
Synne Syrrist
Board member
Cathrine Haavind
Board member
Daniel Gold
Board member
Lars-Henrik Røren
CEO
PAGE 52/83 – IWS ANNUAL REPORT 2025
PARENT COMPANY CASH FLOW STATEMENT
In NOK thousand
Note
2025
2024
Cash flow from operating activities
Profit/(loss) before tax
-12 794
15 440
Depreciation and amortisation
221
177
Foreign currency exchange gains/(losses)
-58
-25 987
(Increase)/decrease in trade and other receivables
1 559
-839
Increase/(decrease) in trade and other payables
-887
13 862
Taxes paid
-1 798
-
Net cash flow from operating activities
-13 757
2 653
Cash flow from investing activities
Purchase of property, plant and equipment
-17 056
-231
Invested in subsidiaries and associates
7
-
-112 240
Loans to group companies
8
92 840
-94 262
Loans to associated companies and joint ventures
-7 769
-
Net cash flow from investing activities
68 015
-206 733
Cash flow from financing activities
Paid-in equity
10
30 000
-
Equity issue costs
10
-2 060
-
Repayment of borrowings
-
-
Net cash flow from financing activities
27 940
-
Cash and cash equivalents at the beginning of the period
9
68 704
262 783
Net increase/(decrease) in cash and cash equivalents
82 198
-204 080
Exchange rate effects
-252
10 001
Cash and cash equivalents at the end of the period
9
150 650
68 704
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
In NOK thousand
Note
Share
capital
Share
premium
reserve
Retained
earnings
Total
equity
Total equity at 01.01.2024
78 289
1 288 976
33 978
1 401 243
Total comprehensive income 2024
-
-
13 642
13 642
Total equity at 31.12.2024
78 289
1 288 976
47 620
1 414 885
Total equity at 01.01.2025
78 289
1 288 976
47 620
1 414 885
Share issue 31.01.2025
10
1 621
28 379
-
30 000
Total comprehensive income 2025
-
-
- 12 794
-12 794
Total equity at 31.12.2025
79 910
1 315 294
34 827
1 430 031
PAGE 53/83 – IWS ANNUAL REPORT 2025
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PARENT COMPANY NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 CORPORATE INFORMATION
Integrated Wind Solutions ASA (the “Company” or the
“Parent Company”) is domiciled in Norway and has its
registered office at Støperigata 2, 0250 Oslo. The
Company was incorporated 23 July 2020 as a limited
liability company and converted to a public limited
liability company at the extraordinary general meeting
held 10 February 2022. The Company is listed on
Euronext Oslo Børs at with the ticker IWS.
Integrated Wind Solutions ASA is, through its
subsidiaries, engaged in the offshore wind industry.
NOTE 2 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis for preparation
The financial statements of Integrated Wind Solutions
ASA have been prepared in accordance with the
Norwegian Accounting Act and generally accepted
accounting principles in Norway. The financial
statements are presented in Norwegian kroner (NOK),
which is also the Company’s accounting currency,
rounded off to the nearest thousand, except as
otherwise indicated. The Company’s functional currency
is Euro (EUR). The financial statements are prepared in
English, as approved by the Norwegian Directorate of
Taxes.
The principal accounting policies applied in the
preparation of these financial statements are set out
below.
Subsidiaries and investment in associates
Subsidiaries and investments in associates are held at
cost in the company accounts. The investment is valued
as the cost of the shares in the subsidiary, less any
impairment losses. An impairment loss is recognised if
the impairment is not considered temporary, in
accordance with generally accepted accounting
principles. Impairment losses are reversed if the reason
for the impairment loss disappears in a subsequent
period.
Dividends, group contributions and other distributions
from subsidiaries are recognised in the same year as
they are recognised in the financial statement of the
provider. If dividends or group contributions exceed the
withheld profits after the acquisition date, the excess
amount represents a repayment of invested capital, and
the distribution will be deducted from the recorded
value of the acquisition in the balance sheet of the
parent company.
Foreign currency translation
Foreign currency transactions are translated into the
accounting currency using the exchange rates prevailing
at the date of the transactions. Monetary assets and
liabilities denominated in currencies other than the
accounting currency are translated at the exchange rate
applicable as of the balance sheet date. Foreign
exchange gains and losses resulting from the settlement
of transactions and from the translation at period-end
exchange rates are recognised in the income statement
as financial income or expense.
Recognition of revenue and expenses
Revenue from the sale of services is recognised in the
income statement in the period that services are
rendered at rates established in the relevant contracts.
Costs are expensed in the same period as related
revenue.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation. The cost of an asset
comprises its purchase price and the directly
attributable cost of bringing the asset to its working
condition. When it can be clearly demonstrated that
expenditures have resulted in an increase in future
economic benefits expected to be obtained from the
use of the assets beyond its initially assessed standard
of performance, the expenditure is capitalised as an
additional cost of the asset. Any component of an asset
with a cost that is significant in relation to the total cost
of the asset is depreciated separately. Components with
similar depreciation schedules and useful lives are
grouped together.
Depreciation is calculated using the straight-line
method for each asset over its expected useful life after
taking into account the estimated residual value.
Components of fixed assets with different economic
useful lives are depreciated over their respective useful
lives. No depreciation charge is recorded until the asset
is available for its intended use.
Property, plant and equipment is assessed for
impairment when events or circumstances indicate that
the carrying amount of the assets may not be
recoverable. When such indicators are present, the
carrying values of the assets are tested for
recoverability. If the carrying amount exceeds the
recoverable amount for the asset, an impairment loss is
recognised, and the asset is written down to its
recoverable amount. The impairment is reversed when
the basis for the write-down no longer exists.
PAGE 55/83 – IWS ANNUAL REPORT 2025
Cash and cash equivalents
Cash represents cash on hand and deposits at bank that
are repayable on demand. Cash equivalents are short-
term, highly liquid investments that are readily
convertible to known amounts of cash, have original
maturities of three months or less, and are subject to an
insignificant risk of changes in value. The cash flow
statement for the Company is presented using the
indirect method.
Accounts receivables
Accounts receivables are carried at amortised cost. The
interest element is disregarded if it is insignificant.
Should there be objective evidence of a fall in value, the
difference between the carrying amount and the
present value of future cash flow is recognised as a loss,
discounted by the receivable amount’s effective interest
rate.
Share capital and dividends
Ordinary shares are classified as equity. Costs directly
attributable to the issue of new shares or options are
recognised as a reduction of equity, net of tax if
deductible, from the proceeds.
Proposed dividend payments from the Company are
recognised as a liability in the financial statements on
the balance sheet date.
Non-current interest-bearing debt
All borrowings are initially recognised at fair value, net
of transaction costs incurred. Borrowings are
subsequently stated at amortised cost using the
effective interest method. Debt repayable within one
year is classified as a current liability.
Pensions
The Company is required to provide a pension plan for
its onshore employees and has implemented a defined
contribution plan on salary up to 12G. Under a defined
contribution plan, the Company is responsible for
making an agreed contribution to the employee’s
pension savings. The Company has no further payment
obligations once the contributions have been paid.
Contributions are recognised as an employee benefit
expense in the income statement when they fall due.
Contributions on salary above 12G are set aside in a
pension scheme administered by the Company.
Tax
The tax expense consists of the tax payable and
changes in deferred tax. Deferred tax is calculated at the
nominal income tax rate of net temporary differences
existing between accounting and tax values, and any
carry-forward losses for tax purposes at year-end.
Deferred tax assets are recognised to the extent that it
is probable that future taxable profits will be available
against which the temporary differences can be utilised.
Use of estimates
The preparation of financial statements in accordance
with generally accepted accounting principles requires
management to exercise judgement and to make
estimates and assumptions that affect the application of
policies, the reported amounts of revenue, expenses,
assets, liabilities, and disclosures. These estimates and
associated assumptions are based on historical
experience and other factors considered reasonable
under the circumstances. Actual results may differ from
these estimates.
NOTE 3 PAYROLL AND REMUNERATION
Employee benefits
In NOK thousand
2025
2024
Salary and holiday pay
-38 354
-34 025
Employer’s national insurance contribution
-4 839
-5 054
Pension expenses
-1 312
-2 430
Other personnel expenses
-819
-500
Total employee benefits
-45 324
-42 009
Number of employees at year-end
10
10
PAGE 56/83 – IWS ANNUAL REPORT 2025
Remuneration to Group Management
2025
In NOK thousand
Salary
Bonus
Pension
cost
Long-term
incentives
Other
Total
CEO Lars-Henrik Røren
4 705
3 673
763
1 869
289
11 298
COO Christopher Andersen Heidenreich
3 786
3 034
612
1 453
284
9 169
CFO Marius Magelie
3 405
2 730
511
1 698
59
8 403
Total
11 896
9 437
1 886
5 020
631
28 870
2024
In NOK thousand
Salary
Bonus
Pension
cost
Long-term
incentives
Other
Total
CEO Lars-Henrik Røren
4 360
2 888
708
3 009
271
11 236
COO Christopher Andersen Heidenreich
3 577
1 908
566
2 331
274
8 656
CFO Marius Magelie
3 216
1 717
476
2 490
52
7 951
Total
11 153
6 513
1 750
7 830
597
27 843
Remuneration to the Board of Directors
In NOK thousand
2025
2024
Sigurd E. Thorvildsen
500
500
Jens-Julius Ramdahl Nygaard
400
400
Cathrine Haavind
400
400
Daniel Gold
400
400
Synne Syrrist
400
400
Total
2 100
2 100
Additional information about remuneration to the Board of Directors and to key management is presented in Note 6 to
the consolidated financial statements.
Pension
The Company has a defined contribution plan for its employees, which complies with the requirements of the Mandatory
Occupational Pension Act in Norway (“Lov om obligatorisk tjenestepensjon”). Contributions on salary up until 12G are
administered by a life insurance company, whereas contributions on salary over 12G are set aside in a pension scheme
administered by the Company.
NOTE 4 OTHER OPERATING EXPENSES
In NOK thousand
2025
2024
Rental and leasing costs
-4 947
-4 751
Travel expenses
-1 130
-624
Consultancy fees, audit fees, legal and external personnel
-4 640
-7 450
Management fee
-
-
Board of Directors remuneration
-2 170
-2 100
IT/Software expenses
-2 225
-1 530
Miscellaneous
-2 489
-1 590
Total
-17 601
-18 045
Auditor fees
In NOK thousand
2025
2024
Audit services (expensed)
-1 334
-1 388
Other assurance services
-103
-261
Tax advisory
-
-
Total fees to auditor, excl. VAT
-1 437
-1 649
PAGE 57/83 – IWS ANNUAL REPORT 2025
NOTE 5 FINANCE INCOME AND EXPENSES
In NOK thousand
2025
2024
Interest income
2 573
5 803
Interest income group companies
5 565
11 016
Dividends and group contributions from subsidiaries and associates
-
2 858
Other finance income
-
14 130
Total financial income
8 138
33 807
Interest expenses
-42
-1
Interest expenses group companies
-
-
Other finance expenses
-84
-68
Total financial expenses
-126
-69
Net foreign currency exchange gains/(losses)
309
11 857
Net finance income/(expense)
8 321
45 595
Currency gains and losses primarily relate to translation effects from bank accounts and balances with subsidiaries
denominated in foreign currencies.
NOTE 6 INCOME TAX
Income tax expense
In NOK thousand
2025
2024
Current income tax
-
-1 798
Changes in deferred tax
-
-
Correction of previous years current income taxes
-
-
Total income tax (expense)/income
-
-1 798
Reconciliation of effective tax rate
In NOK thousand
2025
2024
Pre-tax profit
-12 794
15 440
Income taxes calculated at 22%
-2 814
-3 397
Adjustment in respect of current income tax of previous years
-
-
Permanent differences
506
-
Temporary differences
2 255
-2 184
Non-deductible expenses
53
46
Non-taxable income
-
3 737
Effect of change in tax rate
-
-
Other
-
-
Tax (expense)/income
-
-1 798
Payable tax in the balance
In NOK thousand
2025
2024
Payable tax on this year’s result
-
1 798
Payable tax on provided Group contribution
-
-
Total payable tax in the balance
-
1 798
PAGE 58/83 – IWS ANNUAL REPORT 2025
Deferred tax relates to the following
In NOK thousand
2025
2024
Losses available for offsetting against future taxable income
1 365
-
Property, plant and equipment
115
30
Unrealised gains on long-term receivables in foreign currency
-
642
Not recognised deferred tax asset
-1 480
-672
Deferred tax asset/(liability)
-
-
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilised.
NOTE 7 SUBSIDIARIES AND ASSOCIATED COMPANIES
Subsidiaries, direct ownership
31.12.2025
31.12.2024
In NOK thousand, unless stated otherwise
Company
Country of incorporation
Ownership
Carrying
value
Ownership
Carrying
value
IWS Fleet AS
Norway
74.6%
892 284
74.6%
892 284
IWS Services A/S
Denmark
100.0%
130 219
100.0%
130 219
Total
1 022 503
1 022 503
Indirect ownerships in subsidiaries are presented in Note 21 to the consolidated accounts for the Group.
Associated companies and joint ventures
31.12.2025
31.12.2024
In NOK thousand, unless stated otherwise
Company
Country of incorporation
Ownership
Carrying
value
Ownership
Carrying
value
PEAK Wind Group ApS
Denmark
49.0%
254 975
49.0%
254 975
Integrated Wind Solutions ASA increased its ownership in PEAK Wind Group ApS to 49% in September 2024 (pre-dilution
from the share-based option program to key employees), by exercising a fixed-price option. Additional information
about the investment in PEAK Wind Group ApS is disclosed in Note 11 to the Group's consolidated financial statements.
The Company has an indirect investment in the joint venture Havfram Fleet Management AS. Additional information
about the investment in Havfram Fleet Management AS is disclosed in Note 11 to the consolidated accounts for the
Group.
PAGE 59/83 – IWS ANNUAL REPORT 2025
NOTE 8 RELATED PARTY TRANSACTION
Related party loans and receivables/payables
31.12.2025
31.12.2024
In NOK thousand
Receivables/
assets
Payables/
liabilities
Receivables/
assets
Payables/
liabilities
IWS Fleet AS
9 430
6
93 153
7 651
Awind 1 AS
313
-
1 419
-
Awind 2 AS
313
-
1 719
-
Awind 3 AS
403
-
2 238
-
Awind 4 AS
313
-
500
-
Awind 5 AS
313
-
107
-
Awind 6 AS
325
-
2 244
-
IWS Fleet Management AS
1 654
44
944
-
Awilco LNG Technical Management AS
-
-
161
-
Havfram Fleet Management AS
632
-
3 052
-
Total
13 696
50
105 537
7 651
Intercompany interest income and interest expense
2025
2024
In NOK thousand
Income
Expense
Income
Expense
IWS Fleet AS
5 565
-
11 016
-
PEAK Wind Group ApS
300
-
-
-
Total
5 865
-
11 016
-
Intercompany management fee
2025
2024
In NOK thousand
Income
Expense
Income
Expense
IWS Fleet AS
29 000
-
19 162
-
IWS Fleet Management AS
5 000
-
4 603
-
Awind 1 AS
1 000
-
632
-
Awind 2 AS
1 000
-
632
-
Awind 3 AS
1 000
-
632
-
Awind 4 AS
1 000
-
632
-
Awind 5 AS
1 000
-
632
-
Awind 6 AS
1 000
-
632
-
Total
40 000
-
27 557
-
Other related party transactions
2025
2024
In NOK thousand
Income
Expense
Income
Expense
Awilhelmsen Management AS
-
36
-
17
Awilco LNG Technical Management AS
31
-
458
-
Havfram Fleet Management AS
2 000
-
2 061
-
IWS Services A/S
-
-
-
-
Green Ducklings A/S
-
181
-
-
Total
2 031
217
2 519
17
IWS provides resources to Awilco LNG Technical Management AS for technical management and provides management
services to Havfram Fleet Management AS. The services are provided on arm’s length terms.
PAGE 60/83 – IWS ANNUAL REPORT 2025
NOTE 9 FINANCIAL INSTRUMENTS
Cash and cash equivalents
In NOK thousand
31.12.2025
31.12.2024
Unrestricted cash and cash equivalents
149 358
67 557
Restricted cash and cash equivalents
1 292
1 147
Total cash and cash equivalents
150 650
68 704
The restricted bank deposits are related to tax deductions on employees’ salaries deposited in separate bank accounts.
NOTE 10 SHARE CAPITAL
In NOK thousand, unless stated otherwise
Number
of shares
Par
value
Share
capital
Paid-in
premium
Total paid-in
capital
Share capital 1 January 2024
39 144 258
NOK 2.00
78 289
1 288 976
1 367 265
Share capital 31 December 2024
39 144 258
NOK 2.00
78 289
1 288 976
1 367 265
Share capital 1 January 2025
39 144 258
NOK 2.00
78 289
1 288 976
1 367 265
Share capital increase 31.01.2025
810 800
NOK 2.00
1 621
26 319
27 940
Share capital 31 December 2025
39 955 058
NOK 2.00
79 910
1 315 294
1 395 204
All issued shares have a par value of NOK 2.00 and are of equal rights. The share capital is denominated in NOK.
On 31 January 2025, IWS completed a share issue targeted at retail investors to meet the minimum number of
shareholders required for an uplisting to Euronext Oslo Børs. 810,800 shares were issued with a subscription price of NOK
37, raising gross proceeds of NOK 30 million.
NOTE 11 OTHER LIABILITIES
Other non-current liabilities
In NOK thousand
31.12.2025
31.12.2024
Share-based payment liability
11 286
16 857
Total other non-current liabilities
11 286
16 857
Other current liabilities
In NOK thousand
31.12.2025
31.12.2024
Share-based payment liability
11 299
-
Tax payable
-
1 798
Public duties payable
3 991
3 722
Holiday pay and social security
3 761
3 359
Total other current liabilities
19 051
8 879
NOTE 12 FINANCIAL RISK AND MANAGEMENT OBJECTIVES AND POLICIES
General information regarding capital and financial risk management is provided in Note 19 to the consolidated
accounts. The Company presents its financial statement in NOK and is thus exposed to foreign exchange translation risk
on monetary items denominated in foreign currencies.
PAGE 61/83 – IWS ANNUAL REPORT 2025
NOTE 13 EVENTS AFTER THE BALANCE SHEET DATE
Information on events after the reporting date is disclosed in Note 22 to the consolidated accounts.
PAGE 62/83 – IWS ANNUAL REPORT 2025
Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
To the General Meeting in Integrated Wind Solutions ASA
INDEPENDENT AUDITOR'S REPORT
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Integrated Wind Solutions ASA (the Company), which
comprise:
The financial statements of the Company, which comprise the balance sheet as at 31
December 2025, the income statement and statement of cash flows for the year then ended and
notes to the financial statements, including a summary of significant accounting policies, and
The financial statements of the Group, which comprise the balance sheet as at 31
December 2025, the statement of income, statement of comprehensive income, statement of
cash flows and statement of changes in equity for the year then ended and notes to the financial
statements, including material accounting policy information.
In our opinion:
the financial statements comply with applicable statutory requirements,
the financial statements of the Company give a true and fair view of the financial position of the
Company as at 31 December 2025, and its financial performance and cash flows for the year
then ended in accordance with the Norwegian Accounting Act and accounting standards and
practices generally accepted in Norway, and
the financial statements of the Group give a true and fair view of the financial position of the
Group as at 31 December 2025, and its financial performance and cash flows for the year then
ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards 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 and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (the IESBA Code) as applicable to audits of financial
statements of public interest entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
Penneo document key: K3CF4-M420S-A29UQ-N3QKG-TBESU-SCXYS
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Independent auditor's report - Integrated Wind Solutions ASA 2025
A member firm of Ernst & Young Global Limited
The audit firm was appointed by the general meeting in 2021. Following the Company’s listing in February
2025, the Company is considered a public-interest entity. The uninterrupted engagement period began in
2025.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2025. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Accounting of project revenues
Basis for the key audit matter
29% of the Group’s operating revenue derives
from construction contracts in IWS Services. The
company recognizes these customer contracts
(projects) over time, based on the percentage of
completion.
The process of measuring the cost to complete
and the recoverable amount from variation orders
percentage of completion for the contracts and
applying an appropriate method for measuring
progress involves judgement. Management
makes forecasts of profitability for the projects,
taking expected cost and revenue from variation
orders into consideration. There may be
uncertainty related to determining the expected
consideration as well as estimating the costs to
fulfill the construction contracts.
Recognition of revenue from construction
contracts over time is a key audit matter due to
the magnitude and complexity of ongoing
projects, and judgments involved to estimate the
expected consideration, costs to fulfill the
contracts and progress in the projects.
Our audit response
We assessed the Group’s accounting principles
related to the recognition of revenue from
contracts with customers and the applied method
for measuring project progress and recognition.
For a selection of projects, we compared
expected project revenue to signed contract
terms and variation orders. For revenue
recognized from the selected projects we
recalculated the estimated progress based on
costs incurred compared to estimated total
project costs. We further corroborated incurred
costs to invoices and timesheets in order to
assess the estimated total project costs. We
compared the estimates to similar projects and
development of estimates during the project
period. We performed retrospective review to
assess managements estimation accuracy, and
we discussed selected projects with
management, including their progress and total
project cost.
We refer to Note 2 Material Accounting
Policies and Note 3 Significant Accounting
Judgments, Estimates and Assumptions in the
consolidated financial statements for further
information.
Other information
The Board of Directors and Chief Executive Officer (management) are responsible for the information in
the Board of Directors’ report and the other information presented with the financial statements. The other
information comprises annual report, statements on Corporate Governance and report on payments to
governments. Our opinion on the financial statements does not cover the information in the Board of
Directors’ report and the other information presented with the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the information in the
Board of Directors’ report and for the other information presented with the financial statements. The
purpose is to consider if there is material inconsistency between the information in the Board of Directors’
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Independent auditor's report - Integrated Wind Solutions ASA 2025
A member firm of Ernst & Young Global Limited
report and the other information presented with the financial statements and the financial statements or
our knowledge obtained in the audit, or otherwise the information in the Board of Directors’ report and for
the other information presented with the financial statements otherwise appears to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report
and the other information presented with the financial statements. We have nothing to report in this
regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
is consistent with the financial statements and
contains the information required by applicable statutory requirements.
Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate
Governance.
Responsibilities of management for the financial statements
Management is responsible for the preparation of financial statements of the Company that give a true
and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the
Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the
EU. Management is responsible 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 and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs 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 in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
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Independent auditor's report - Integrated Wind Solutions ASA 2025
A member firm of Ernst & Young Global Limited
Conclude on the appropriateness of management’s use of the going concern basis of accounting
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 and the Group’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 and the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the Board of Directors 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.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Integrated Wind Solutions ASA we have performed an
assurance engagement to obtain reasonable assurance about whether the financial statements included
in the annual report, with the file name 549300JCAQFRMWSL7M59-2025-12-31-1-en.zip, have been
prepared, in all material respects, in compliance with the requirements of the Commission Delegated
Regulation (EU) 2019/815 on the European Single Electronic Format (the ESEF Regulation) and
regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements
related to the preparation of the annual report in XHTML format and iXBRL tagging of the consolidated
financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary.
Penneo document key: K3CF4-M420S-A29UQ-N3QKG-TBESU-SCXYS
5
Independent auditor's report - Integrated Wind Solutions ASA 2025
A member firm of Ernst & Young Global Limited
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in accordance with
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial
information”. The standard requires us to plan and perform procedures to obtain reasonable assurance
about whether the financial statements included in the annual report have been prepared in accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in
human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Oslo, 23 April 2026
ERNST & YOUNG AS
The auditor's report is signed electronically
Finn Ole Edstrøm
State Authorised Public Accountant (Norway)
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On behalf of: Ernst & Young AS
Serial number: bankid.no no_bankid:9578-5995-4-951045
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2026-04-23 09:58:15 UTC
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PAGE 68/83 – IWS ANNUAL REPORT 2025
REMUNERATION REPORT
REMUNERATION POLICY
The Company’s guidelines for remuneration of
executive personnel and board members were
approved by the Annual General Meeting 27 May 2025
and are available on the Company’s website, (the
“Remuneration Policy”). The Remuneration Policy sets
out the governing principles for the compensation of
executive management and members of the Board of
Directors, in accordance with the requirements of the
Norwegian Public Limited Liability Companies Act. The
guidelines are subject to approval by the general
meeting and are reviewed at least every four years. Any
material amendments require shareholder approval.
IMPLEMENTATION OF THE POLICY
The Board of Directors has established a Remuneration
Committee that prepares guidelines and proposals
regarding the remuneration of executive personnel,
which are reviewed and resolved by the Board of
Directors. The Remuneration Committee consists of
Sigurd E. Thorvildsen, Cathrine Haavind, and Daniel
Gold.
The Remuneration Policy is designed to support the
Company’s long-term strategy and promote sustainable
value creation for shareholders. It aims to ensure that
the Company offers competitive and market-aligned
terms of employment to attract, retain, and motivate
qualified executives. Remuneration is structured to
reflect the responsibilities and performance of the
individual, while maintaining an appropriate balance to
safeguard the Company’s reputation.
The guidelines permit temporary deviations in
exceptional circumstances, provided such deviations are
deemed necessary to safeguard the Company’s long-
term interests. Any such deviations are subject to Board
approval and will be duly disclosed in the subsequent
remuneration report.
The Company’s Nomination Committee proposes to the
general meeting remuneration for the members of the
Board, including for additional work in sub-committees
(e.g., Audit or Remuneration Committees). The current
Nomination Committee consists of Eric Jacobs (General
Counsel at Awilhelmsen) and Katarina Hammar (Head of
Investment Stewardship at Nordea Asset Management).
The remuneration of executive personnel and board
members for the financial year ending 31 December
2025 complies with the framework provided by the
Remuneration Policy. All amounts are gross and
presented in NOK.
REMUNERATION OF BOARD MEMBERS
The remuneration of the Board shall reflect the Board’s
responsibilities, know-how, time commitment and the
complexity of the business activities. The directors do
not receive performance-related remuneration, share
options or retirement benefits from the Company.
Directors or their related companies shall not undertake
special tasks for the Company in addition to the
directorship.
REMUNERATION OF EXECUTIVE PERSONNEL
Remuneration to executive management comprises
fixed and variable elements. Fixed remuneration
includes base salary, pension contributions, and
customary benefits, and constitutes the primary
component of total compensation. Variable
remuneration consists of an annual performance-based
bonus and a long-term incentive plan. The annual
bonus is linked to predefined performance criteria,
including both financial and non-financial measures,
and is subject to a maximum cap. The long-term
incentive plan is designed to align the interests of
executive management with those of shareholders, with
rewards dependent on the Company’s share price
development over time.
The Company operates a defined contribution pension
scheme in compliance with applicable Norwegian
legislation.
PAGE 69/83 – IWS ANNUAL REPORT 2025
REMUNERATION OF THE BOARD OF DIRECTORS
In NOK thousand
Name
Year
Board fee
Audit
committee fee
Remuneration
committee fee
Total
Sigurd E. Thorvildsen, non-executive (Chair of the
board and remuneration committee)
2025 450 50 500
2024
450
50
500
Cathrine Haavind, non-executive (Board member and
member of the Remuneration Committee)
2025
350
50
400
2024
350
50
400
Jens-Julius Ramdahl Nygaard, non-executive (Board
member and member of the Audit Committee)
2025
350
50
400
2024
350
50
400
Daniel Gold, non-executive (Board member and
member of the Remuneration Committee)
2025
350
50
400
2024
350
50
400
Synne Syrrist, non-executive (Board member and
member of the Audit Committee)
2025
350
50
400
2024
350
50
400
REMUNERATION OF EXECUTIVE PERSONNEL
In NOK thousand
Name
Year
Salary
Bonus
Pension
cost
Long-
term
incentives
Other
Total
remuneration
Proportion
fixed/variable
remuneration
Lars-Henrik Røren, executive
(CEO)
2025 4 705 3 673 763 1 869 289 11 298 51% / 49%
2024
4 360
2 888
708
3 009
271
11 236
48% / 52%
Christopher Andersen
Heidenreich, executive (COO)
2025
3 786
3 034
612
1 453
284
9 169
51% / 49%
2024
3 577
1 908
566
2 331
274
8 656
51% / 49%
Marius Magelie, executive
(CFO)
2025
3 405
2 730
511
1 698
59
8 403
47% / 53%
2024
3 216
1 717
476
2 490
52
7 951
47% / 53%
SHARE-BASED REMUNERATION
The main conditions of long-term incentive plans (synthetic share options)
Information regarding the reported financial year
Opening
balance
During the
year
Closing balance
Name
Performance
period
Award date
Vesting date
Exercise
period end
Exercise
price
Synthetic
share
options held
at the
beginning of
the year
Synthetic
share
options
vested
Synthetic
share
options
awarded and
unvested
Synthetic
share
options
exercisable
Lars-Henrik
Røren,
executive (CEO)
2021-2026
01.04.2021
1/3 on
01.01.24, 25,
and 26
21.06.26
NOK 35,87
1
243 750
81 250
81 250
2
162 500
2
2024-2030
02.02.2024
1/4 on
30.06.27, 28,
29 and 30
30.06.30
NOK 43,00
1
360 000
-
360 000
-
Christopher
Andersen
Heidenreich,
executive (COO)
2021-2026
01.04.2021
1/3 on
01.01.24, 25,
and 26
21.06.26
NOK 35,87
1
187 500
62 500
62 500
2
125 000
2
2024-2030
02.02.2024
1/4 on
30.06.27, 28,
29 and 30
30.06.30
NOK 43,00
1
280 000
-
280 000
-
Marius Magelie,
executive (CFO)
2022-2026
21.02.2022
1/3 on
31.12.24, 25,
and 26
21.06.27
NOK 35,87
1
175 200
58 400
58 400
116 800
2
2024-2031
02.02.2024
1/4 on
30.06.28, 29,
30 and 31
30.06.31
NOK 43,00
1
260 000
-
260 000
-
1) Subject to certain adjusting events, including the payment of dividends and the issuance of new shares.
PAGE 70/83 – IWS ANNUAL REPORT 2025
2) Members of management exercised synthetic share options after the balance sheet date, on 2 March 2026. The CEO exercised
243,750 synthetic share options, the COO exercised 187,500 synthetic share options, and the CFO exercised 116,800 synthetic
share options.
HOW THE REMUNERATION COMPLIES WITH THE REMUNERATION POLICY
The remuneration during the reported financial year
complies with the remuneration policy as it supports the
Company’s long-term strategy and promotes
sustainable value creation for shareholders by having a
fixed component and a variable component linked to
performance. The variable component consists of the
annual performance-based bonus and the long-term
incentive plan.
Annual performance-based bonuses are intended to
incentivise the achievement of short- to medium-term
operational and financial objectives that support the
Company’s overall strategy. By linking variable
remuneration to predefined performance criteria,
including both financial and non-financial key
performance indicators, the bonus framework
encourages management to deliver strong annual
results while maintaining focus on efficiency, execution,
and responsible business practices. The structure of the
bonus scheme ensures that rewards are contingent
upon measurable performance and the creation of
value for the Company and its stakeholders. At the
same time, the use of caps and a balanced set of
performance metrics helps mitigate excessive risk-
taking and promotes alignment with the Company’s
long-term interests.
Share-based remuneration is designed to align the
interests of executive management with those of the
Company’s shareholders and to support long-term
value creation. By linking a portion of compensation to
the development of the Company’s share price over
time, such arrangements incentivise management to
focus on sustainable performance, disciplined capital
allocation, and the execution of long-term strategic
objectives. The inclusion of vesting periods further
reinforces a long-term perspective by encouraging
retention and continued commitment to the Company’s
success. As a result, share-based payments contribute
to strengthening the alignment between management
decisions and shareholder returns, while promoting
stability and continuity in the Company’s leadership.
The combination of variable and fixed remuneration
ensures that remuneration is competitive and market-
aligned to attract, retain, and motivate qualified
executives.
REMUNERATION AND COMPANY PERFORMANCE 2021-2025
In NOK thousand unless stated otherwise
Annual change in remuneration
2021
2022
2023
2024
2025
Current year
information
Lars-Henrik Røren, executive (CEO)
-
146%
1
23%
37%
1%
11 298
Christopher Andersen Heidenreich, executive (COO)
-
360%
2
24%
28%
6%
9 169
Marius Magelie, executive (CFO)
-
-
82%
3
41%
6%
8 403
Company’s performance
Consolidated Group net profit/loss after minority in
EUR thousand
-1 761
-2 649
-1 299
4 285
16 746
Annual change in Consolidated Group net profit
n/a
n/a
n/a
430%
291%
Earnings per share in EUR
-0.13
-0.10
-0.03
0.11
0.42
Annual change in earnings per share
n/a
n/a
n/a
467%
282%
Average remuneration on a full-time equivalent basis of employees
Annual change in average remuneration of FTE
n/a
n/a
12%
-42%
11%
1) The CEO was employed by the company as of 01.04.2021.
2) The COO was engaged by the company from 01.01.2021 and permanently employed by the company as of 01.12.2021.
3) The CFO was employed by the company as of 21.02.2022.
PAGE 71/83 – IWS ANNUAL REPORT 2025
Average remuneration on a full-time equivalent basis of employees has been calculated by taking the total yearly
remuneration of employees, excluding remuneration to directors, and dividing this on the number of full-time
equivalents for the year.
Sigurd E. Thorvildsen
Chair of the Board
Jens-Julius Ramdahl Nygaard
Board member
Synne Syrrist
Board member
Cathrine Haavind
Board member
Daniel Gold
Board member
Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
To the General Meeting in Integrated Wind Solutions ASA
INDEPENDENT AUDITOR’S ASSURANCE REPORT ON REMUNERATION REPORT
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Integrated Wind Solutions ASA’s
report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31
December 2025 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability
Companies Act and the accompanying regulation.
In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b
of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
Board of directors’ responsibilities
The board of directors is responsible for the preparation of the remuneration report and that it contains the
information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying
regulation and for such internal control as the board of directors determines is necessary for the preparation of a
remuneration report that is free from material misstatements, whether due to fraud or error.
Our independence and quality control
We are independent of the company in accordance with the requirements of the relevant laws and regulations in
Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The firm applies International Standard on Quality
Management, which requires the firm to design, implement and operate a system of quality management including
policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal
and regulatory requirements.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether the remuneration report contains the information required in
section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the
information in the remuneration report is free from material misstatements. We conducted our work in accordance
with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than
audits or reviews of historical financial information”.
We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included
obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to
design 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. Further we performed procedures to ensure completeness and
accuracy of the information provided in the remuneration report, including whether it contains the information required
by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Oslo, 23 April 2026
ERNST & YOUNG AS
The auditor's assurance report is signed electronically
Finn Ole Edstrøm
State Authorised Public Accountant (Norway)
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On behalf of: Ernst & Young AS
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PAGE 74/83 – IWS ANNUAL REPORT 2025
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
INTRODUCTION
Approach to ESG
Integrated Wind Solutions ASA (“IWS” or the
“Company”) was established with the ambition of
contributing to the ramp-up of offshore wind power as
a part of the transition to renewable energy sources.
The Company aims to take a leading role in this
transition by providing a suite of services, ranging from
the operation of service vessels to engineering,
construction, and maintenance, as well as consultancy
across different stages of windfarm construction and
operations.
To a large extent, the services are supplied through the
Company’s subsidiaries, IWS Fleet, IWS Services, and the
associated company, PEAK Wind. This means that the
greatest opportunity for IWS to have a significant
impact on environmental, social and governance issues
is through its influence and the requirements it imposes
on these companies. The following sections outline not
only matters for IWS directly but also provide a
summary of expectations and actions for the individual
group companies.
As a step towards structuring and focusing the work on
social responsibility across all companies in the group,
IWS has implemented a common set of KPIs that are
reported by each group company on a quarterly basis.
The KPIs cover Social, Environmental, Quality, and
Governance, enabling comparison and aggregation to
evaluate the Group's status and progress in each area.
Targets and benchmarking are based on the initial
reporting from 2022.
Stakeholders and material issues
IWS’ main stakeholders are our employees, customers,
suppliers, regulators, lenders and investors. An
assessment of the issues important to our stakeholders
guides where we focus our efforts and what we
consider most material for the Group. These areas also
outline where we believe IWS can make a meaningful
contribution toward solving the global challenges
summarised in the UN’s Sustainable Development Goals
(SDGs).
Based on the assessment, the primary material issues
for IWS are the environmental impact of our operations,
in particular greenhouse gas emissions, and the health
and safety of personnel employed and engaged by the
group who work on our vessels and at our sites.
These primary issues align with the UN SDGs No. 7 –
Affordable and clean energy, No. 13 – Climate action,
and No. 14 – Life below water.
In addition, we will strive to contribute toward SDG 8 –
Decent work and economic growth.
Finally, IWS will focus on upholding high ethical
standards and human rights, and preventing potential
issues of human trafficking and modern slavery, both
within the Group and in our supply chain.
ENVIRONMENTAL IMPACTS
The companies in the Group offer services of varying
natures and, therefore, have significantly different
environmental impacts. Environmental goals and
actions are therefore stated separately by
company/segment.
Environmental KPIs for Scope 1 and 2 emissions (as per
the GHG Protocol), energy mix, and company policies
and strategies are collected and aggregated for
subsidiaries within the group.
Integrated Wind Solutions ASA
Integrated Wind Solutions ASA operates with a small
number of employees in an office environment, and its
direct negative environmental impacts are primarily
related to energy use and waste from office facilities, as
well as emissions from employee travel.
In 2025, there were no recorded Scope 1 emissions for
Integrated Wind Solutions ASA (2024: no recorded
Scope 1 emissions). Scope 2 emissions from office
locations amount to roughly 0.29 tCO
2
e for 2025 (2024:
PAGE 75/83 – IWS ANNUAL REPORT 2025
0.29 tCO
2
e). IWS ASA has an agreement guaranteeing
that 100% of the electricity consumed by our office
comes from green energy sources.
Through its role as a leading service provider in the
renewable energy sector, IWS has a significant positive
impact on the reduction of greenhouse gas emissions,
both directly through the use of modern, low-emissions
vessels and equipment, and through increased
efficiency in the operation of the wind farms.
IWS aims to be an integrated part of the renewables
industry and has no revenue streams from the
exploration, production, or distribution of fossil fuels.
IWS Fleet
IWS Fleet, as an operator of CSOVs, has environmental
impacts associated with resource use and operational
emissions, as well as emissions from the construction of
CSOVs delivered in 2025. The company has a goal of
zero emissions to both sea and land.
CSOV operation
IWS Fleet has a management system certified to ISO
14001 - Environmental management. The management
system and processes in place ensure that the vessels
are operated in a way that continuously improves and
reduces our environmental impacts.
The vessels’ design is optimised for high efficiency and
consequently low emissions to the air. Among the
features contributing to the high efficiency are:
- Double-ended design – improving dynamic
positioning (DP) capability and quick turn-
around at wind turbines
- Extended battery capacity, enabling optimised
and part-time zero-emissions operation
- Solar panels
- Energy-saving features for onboard HVAC and
lighting systems
The Norwegian Ministry of Climate and Environment
through Enova granted funding to support the
environmental initiatives on IWS’ CSOVs advanced
technology that helps in reducing annual emissions by
more than 1,300t CO
2
equivalents per vessel. This is
granted for all six sister vessels.
The vessels were the first in the industry to have the
“DNV SILENT” notation, which focuses on minimising
the impact of noise on marine life below water.
IWS Starwalker, IWS Moonwalker and IWS Sunwalker
started their client operations in 2025. Together with
IWS Skywalker, IWS Windwalker and IWS Seawalker, the
fleet of six vessels combined emitted about 27,900
tCO
2
e during these operations. During 2025, the vessels
produced 35,000 kWh of solar power.
CSOV construction
The first CSOV, IWS Skywalker, was delivered at the end
of 2023. IWS Windwalker, IWS Seawalker and IWS
Starwalker were delivered in 2024, and IWS Moonwalker
and IWS Sunwalker were delivered in 2025. IWS Fleet
has conducted an assessment of the total equivalent
GHG emissions resulting from the construction and
mobilisation of these vessels. Based on the assessment,
each vessel contributes approximately 10,900 tons of
CO
2
emissions at the time of delivery from the yard. The
aggregated construction and sailing from the shipyard
to Europe for IWS Moonwalker and IWS Sunwalker
contributed a total 5,900 tCO
2
e in 2025 (scope 1).
Office operations
Scope 2 emissions from office operations for IWS Fleet
are included in the IWS ASA calculations, as the Group
shares locations.
IWS Services
IWS Services works with both construction and
consultancy related to offshore wind. The group has a
large focus on sustainability in its work and has positive
impacts as an integral part of the transition to
renewable energy.
The main environmental impacts from the segment
originate from the construction services. This work is
certified according to ISO 14001 - Environmental
management. IWS Services actively works to reduce its
environmental impact by minimising travel,
compensating for unavoidable travel, and choosing
more environmentally friendly company cars, offices,
consumables, and components. Scope 1 and 2
emissions were not reported for IWS Services in the
period.
HEALTH AND SAFETY
The safety and well-being of the employees of IWS and
its subsidiaries are a top priority for the company. Our
objective is to have zero accidents and zero personnel
PAGE 76/83 – IWS ANNUAL REPORT 2025
injuries. We will work towards this goal by fostering a
clear culture of prioritising safety and always taking the
time to perform operations safely, and by continuously
improving through the promotion of best practices
identified in our own operations and across the
industry.
KPIs on incidents, injuries, near-miss reporting and sick
days are continuously recorded.
Integrated Wind Solutions ASA
The operations of IWS are conducted in a controlled
environment, with risks largely related to travel and
visits to subsidiary or customer sites.
There have been no fatalities, personnel injuries, or
accidents in IWS in 2025 (2024: nil).
IWS Fleet
The construction of vessels at a shipyard is an activity
with significant hazards for on-site personnel, and IWS
Fleet has had a high priority to ensure that the site team
present at the shipyard was experienced, well-trained
and with the proper equipment and safety mindset to
minimise the risk of injuries during the construction
period. The newbuilding program was completed in
2025.
The company’s management system is certified
according to ISO 45001 – Occupational health and
safety and ISO 9001 – Quality management systems,
including project-specific procedures for the
construction project. The procedures include the
identification and reporting of hazardous situations
occurring at the shipyard, integration with the yard
procedures for work planning and risk assessment, and
regular follow-up of any accidents, near misses or non-
conformities that may occur at the yard, with the aim of
identifying lessons that reduce the risk of reoccurrence.
There have been no fatalities in IWS Fleet in 2025 (2024:
nil). One Lost Time Injury occurred in the fleet in 2025
(2024: one Lost Time Injury). In total, over 1,100,000
working hours were completed for the offices and sites
of IWS Fleet, including contractors (2024: over 600,000
hours).
IWS Fleet has a strong focus on employing and training
suitable, motivated crew, maintaining safe, effective
vessels, and preparing comprehensive, suitable, and
safe procedures.
IWS Services
The consultancy operations are conducted in a
controlled environment, with risks largely related to
travel and customer visits.
Through activities related to engineering, pre-assembly
and installation in the construction services, IWS
Services has significant hazards related to its operations.
To minimise the risk to personnel, this part of the group
has extensive policies and procedures that guide their
safe operations, and its management system is certified
to ISO 9001 – Quality management systems and ISO
45001 – Occupational health and safety. There have
been no fatalities in IWS Services in 2025 (2024: nil).
Three Lost Time Injuries occurred at sites in 2025 (2024:
two Lost Time Injuries).
Gender equality
The Group strives to ensure equal opportunities and
effective participation in all areas of the organisation.
This includes on board the vessels, which has
traditionally been a male-dominated area. The current
status of the subsidiaries is set out below. The numbers
include all workers employed on a permanent basis and
on contracts.
Gender balance (percentage of women in the workforce)
Segment
2025
2024
Integrated Wind
Solutions ASA
28% 32%
IWS Fleet
15%
10%
IWS Services
17%
14%
Modern slavery
IWS strictly prohibits the use of forced labour, child
labour, and human trafficking in all company operations
and in our global supply chain.
Suppliers undergo a screening process, with the level of
thoroughness based on the scope of their delivery.
Major suppliers, such as the shipyard constructing
CSOVs for IWS Fleet, are audited for compliance with
the expected standards, and areas of improvement are
followed up with the supplier.
Any employee of IWS and its subsidiaries is expected to
report any concerns regarding modern slavery or
human trafficking as per the company's reporting
procedure. There were no reports in 2025.
IWS publishes its Transparency Act Report on the
Group’s website. An updated report for 2025 will be
published on the Group’s website by 30 June 2026.
Anti-corruption
IWS has a zero-tolerance policy towards bribery and
corruption in any form. IWS strives for fair and open
competition in all markets, both domestically and
internationally. Our policy is to comply with all
applicable laws, governmental rules, and regulations in
the countries where we operate.
This policy applies to all entities controlled by the
company and their employees, as well as to workers
and third-party consultants acting on behalf of the
Company, wherever they are located.
PAGE 77/83 – IWS ANNUAL REPORT 2025
The company has guidelines for hospitality, gifts and
entertainment to ensure employees are aware of when
and how such practices may be acceptable.
KPI tracking related to corruption was initiated in 2022
for IWS and its subsidiaries, and remains in place.
There were no operations in countries with high
corruption risk (bottom 20 according to the TICP index)
in 2025. There were no monetary fines or requested
facilitation payments reported in 2025.
IWS has not become aware of any breaches of the
company’s policy on anti-corruption in 2025.
PAGE 78/83 – IWS ANNUAL REPORT 2025
PAGE 79/83 – IWS ANNUAL REPORT 2025
STATEMENT OF CORPORATE GOVERNANCE
Integrated Wind Solutions ASA has adopted the
principles of the Norwegian Code of Practice for
Corporate Governance, dated 14 October 2021 (the
«Code of Practice»), as outlined in the sections below.
This description follows the same structure as the Code
of Practice and covers all sections thereof. Expected
deviations from the Code of Practice, if any, are
discussed under the relevant section.
1 IMPLEMENTATION AND REPORTING ON
CORPORATE GOVERNANCE
The Board of Directors shall ensure that appropriate
goals and strategies are adopted, that the adopted
strategies are implemented in practice, and that the
results achieved are measured and followed up. The
principles shall also contribute to ensuring that the
activities of the Company are subject to adequate
controls. Appropriate distribution of roles and adequate
controls shall contribute to the largest possible value
creation over time for the benefit of the owners and
other stakeholders.
2 THE BUSINESS
According to the Company’s articles of association, its
purpose is to “contract, own and operate vessels for the
offshore wind sector, as well as rendering of services to
the offshore wind sector and everything related to this.”
The Company's principal objectives and strategies are
presented in the annual report and subject to annual
assessments.
The annual report includes a separate section
describing the Company’s social responsibility policy.
3 EQUITY AND DIVIDENDS
The Group’s equity is assessed as appropriate based on
its objectives, strategies and risk profile. Book equity on
31 December 2025 was EUR 214.5 million, and total
assets were EUR 421.9 million, giving an equity ratio of
51% at year-end.
The Company’s objective is to provide shareholders
with a competitive return over time through a
combination of increasing value of the IWS share and
regular distributions to the shareholders.
The Company’s ambition is to distribute a minimum of
50% of annual net profit as dividends over time.
The payout ratio may vary from year to year depending
on:
• Cash flow generation
• Capital expenditure requirements
• Investment opportunities
• Balance sheet targets
• Market conditions and economic outlook
The Board may propose a lower or higher payout in
specific years if considered in the shareholders’ long-
term interests.
The Company may distribute capital to shareholders,
subject to authorisation from the General Meeting,
through:
• Ordinary dividends paid quarterly
• Extraordinary dividends when the Company has excess
capital beyond what is needed to support its strategy
and financial flexibility. Typically assessed and approved
annually during Q1 of each year
• Share buybacks as an alternative or supplement to
cash dividends
To the extent it is considered desirable, the Company
may raise new equity in the capital markets to ensure an
appropriate capital structure and/or to finance new
investments.
4 EQUAL TREATMENT OF SHAREHOLDERS
AND TRANSACTIONS WITH RELATED PARTIES
The Company has one class of shares, and each share
has one vote at the General Meeting.
Any transactions the Company carries out in its own
shares are conducted through the stock exchange at
prevailing stock exchange prices.
In the event of any material transactions between the
Company and shareholders, Directors or close
associates thereof, the transactions will be conducted
on arm’s length terms, and the Board of Directors shall
consider arranging for an independent assessment of
the transaction.
5 FREELY NEGOTIABLE SHARES
The shares of the Company are listed on Euronext Oslo
Børs. All issued shares carry equal shareholder rights in
all respects, and there are no restrictions on the transfer
of shares. The articles of association place no
restrictions on voting rights.
6 GENERAL MEETINGS
The Annual General Meeting will normally take place in
the second quarter of each year, and at the latest by 30
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June. Notice of the meeting will normally be published
through the Oslo Stock Exchange distribution channel
and the Company’s website. Documentation containing
the information necessary for shareholders to make
decisions on all items on the agenda will be made
available simultaneously on the Company’s website and
will be sent only to shareholders who request it on
paper.
Registration is made in writing or by e-mail. The Board
wishes to make efforts to enable as many shareholders
as possible to attend. Shareholders who are unable to
attend are invited to meet by proxy, and efforts will be
made for the proxies to relate to each individual item
on the agenda.
The General Meeting will be chaired by the Chair of the
Board unless otherwise agreed by a majority of those
shares represented at the meeting.
7 NOMINATION COMMITTEE
The Company has a Nomination Committee responsible
for proposing members to the Board of Directors and
members of the Nomination Committee.
The members of the Nomination Committee’s period of
service shall be two years unless the General Meeting
decides otherwise. No member of the company’s board
of directors should be a member of its nomination
committee.
The Nomination Committee is to maintain contact with
shareholder groups, members of the Board of Directors
and the Company’s executive personnel in its work with
proposing members to the Board of Directors.
The Nomination Committee consists of Eric Jacobs
(General Counsel at Awilhelmsen) and Katarina Hammar
(Head of Investment Stewardship at Nordea Asset
Management).
8 THE BOARD OF DIRECTORS: COMPOSITION
AND INDEPENDENCE
The Company’s Board of Directors shall comprise three
to five directors pursuant to the decision of the General
Meeting. The Directors are elected for a period of two
years unless otherwise determined by the General
Meeting. The Board appoints the Chair amongst the
elected Board members.
The composition of the Board of Directors aims to
ensure that the interests of all shareholders are
represented. Currently, two of the five directors are
independent of the major shareholders of the
Company.
9 THE WORK OF THE BOARD OF DIRECTORS
The Board’s statutory duties include the overall
administration and management of the Company.
The allocation of responsibilities and tasks within the
Board of Directors is regularly discussed and monitored.
The Board is regularly briefed on the Company’s
financial and operational situation, the market situation,
liquidity situation and cash flow forecast, as well as any
changes in the competitive landscape. The Board
performs a yearly evaluation of its work.
The Board has established an Audit Committee and a
Remuneration Committee.
The Audit committee consists of Jens-Julius Ramdahl
Nygaard and Synne Syrrist. The auditor shall participate
in discussions of relevant agenda items in meetings of
the Audit Committee. The committee shall hold
separate meetings with the auditor and the CEO at least
once a year.
The Remuneration Committee consists of Sigurd E.
Thorvildsen, Cathrine Haavind and Daniel Gold. The
Remuneration Committee prepares guidelines and
proposals regarding the remuneration of executive
personnel, which are reviewed and resolved by the
Board of Directors.
10 RISK MANAGEMENT AND INTERNAL
CONTROL
The Board ensures that the Company has satisfactory
internal control procedures to manage its exposure to
risks related to the conduct of its business, including
social responsibility, to ensure compliance with laws and
regulations, and to support the quality of its financial
reporting. Additionally, the Board is regularly briefed on
the Company as described in section 9 above.
The Company has established an Audit Committee that
regularly evaluates and discusses the various risk
elements of IWS, and the potential for improvement.
The Audit Committee reports to the Board.
The Group’s main goal is the safe and efficient
operation of its vessels and rendering of services, with
no accidents, personal injury, environmental damage, or
damage to equipment. The operation of technical
management and newbuildings is closely monitored
through dedicated supervision and safety reporting
systems.
11 REMUNERATION OF THE BOARD OF
DIRECTORS
The remuneration of the Board shall reflect the Board’s
responsibilities, know-how, time commitment and the
complexity of the business activities. The directors do
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not receive profit-related remuneration, share options
or retirement benefits from the Company. More
information about the remuneration of the individual
directors is provided in Note 6 to the consolidated
accounts.
Directors or their related companies shall not undertake
special tasks for the Company in addition to the
directorship.
12 REMUNERATION OF EXECUTIVE
PERSONNEL
The Board has drawn up guidelines for determining
executive compensation, which is based on a base
salary and a bonus program.
For information about remuneration of executive
personnel see Note 6 to the consolidated accounts.
13 INFORMATION AND COMMUNICATION
The Company aims to keep shareholders, analysts,
investors, and other stakeholders continuously updated
on the Company’s operations and performance. The
Company provides information to the market through
quarterly and annual reports, investor- and analyst
presentations open to the media, and by making
operational and financial information available on the
Company’s website. Information of importance is made
available to the stock market through notification to the
Oslo Stock Exchange in accordance with the Stock
Exchange regulations. Information is provided in
English.
All stock exchange announcements and press releases,
including the financial calendar, are made available on
the Company’s website.
14 TAKE-OVER
The Company’s Articles of Association contain no
defence mechanism against the acquisition of shares,
and no other actions have been taken to limit the
opportunity of acquiring shares in the Company.
In the event of a takeover bid, the Board will seek to
comply with the recommendations outlined in item 14
of the Code of Practice. If a bid has been received, the
Board will seek to issue a statement evaluating the offer
and make recommendations as to whether the
shareholders should accept the offer or not. Normally it
will be required to arrange a valuation from an
independent expert. If the Board finds that it is unable
to give a recommendation, the Board will explain the
reason for not giving a recommendation. The statement
should show whether the decision was unanimous, and
if not, the background for why certain Board members
did not adhere to the statement.
If a situation occurs where the Board proposes to
dispose of all or a substantial part of the activities of the
Company, such a proposal will be placed before the
General Meeting.
15 AUDITOR
The auditor is appointed by the General Meeting, which
also determines the auditor’s fee. The auditor attends
the Board of Directors’ review and discussion of the
annual accounts. The Board of Directors holds at least
one annual meeting with the auditor without the CEO
or other members of the executive group being in
attendance.
The Company’s management regularly holds meetings
with the auditor, in which accounting principles and
internal control routines are reviewed and discussed.
The auditor shall annually confirm compliance with the
applicable independence rules and regulations in
legislation and the audit firm’s internal independence
standards. Auditor’s fees are disclosed in Note 7 to the
consolidated accounts.
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ALTERNATIVE PERFORMANCE MEASURES
Alternative performance measures (APMs), i.e. financial
performance measures not within the applicable
financial reporting framework, are used by the Group to
provide supplemental information to the stakeholders.
Financial APMs are intended to enhance the
comparability of results and cash flows from period to
period, and the Group’s experience is that they are
frequently used by analysts, investors and lenders.
The APMs are adjusted IFRS measures that are defined,
calculated, and used consistently over time. Operational
measures such as, but not limited to, volumes and
utilisation are not defined as financial APMs. Financial
APMs should not be considered as a substitute for
measures of performance in accordance with IFRS.
Disclosures of APMs are subject to established internal
control procedures.
The Group’s financial APMs are:
• EBIT: Operating revenue - Operating expenses -
Administration expenses - Depreciation and
amortisation
• EBITDA: EBIT + Depreciation and amortisation
• Book equity ratio: Total equity / Total assets
• Net interest-bearing debt: Non-current interest-
bearing debt + Current interest-bearing debt – Cash
and cash equivalents
The reconciliation of Total revenue, EBIT and EBITDA
with IFRS figures can be derived directly from the
Group’s consolidated Income statement. The
reconciliation of Book equity ratio and Net interest-
bearing debt can be derived directly from the Group’s
consolidated statement of financial position.
