DJ Annual Report and Audited Accounts to 31 December 2025
Thalassa Holdings Ltd (THAL)
Annual Report and Audited Accounts to 31 December 2025
30-Apr-2026 / 15:33 GMT/BST
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Thalassa Holdings Ltd
Thalassa Holdings Ltd
("Thalassa" or the "Company")
(Reuters: THAL.L, Bloomberg: THAL:LN)
Final Results For Year Ended 31 December 2025
The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2025,
which will shortly be published on the Company's website. A copy will also be submitted to the National Storage
Mechanism where it will be available for inspection. Cross-references in the extracted information below refer to
pages and sections in the Company's Report and Accounts for the year ended 31 December 2025.
2025 HIGHLIGHTS
Group Results 2025 versus 2024 GBP GBP
. Profit /(loss) after tax for the year (GBP1.37)m vs (GBP1.01)m
. Group Earnings Per Share (basic and diluted)*1 (GBP0.08) vs (GBP0.13)
. Book value per share*2 GBP0.53 vs GBP0.62
. Investment Holdings*3 GBP5.9m vs GBP7.9m
. Cash GBP0.2m vs GBP0.5m
*1 based on weighted average number of shares in issue of 16,655,838 (2024: 8,112,879)
*2 based on actual number of shares in issue as at 31 December 2025 of 16,655,838 (2024: 16,655,838).
Alternative performance measure - Book value per share: Book value per share is calculated as net assets
attributable to ordinary shareholders divided by the number of ordinary shares in issue at the reporting
date. Book value per share is not defined under IFRS.
*3 Alternative performance measure - Investment Holdings: The directors use Investment Holdings as a
measure of the Group's total investable asset base. It is calculated as the sum of: financial assets at
fair value (FVTPL investments), investments in associated entities and loans and portfolio holdings.
Investment Holdings is not defined under IFRS. The most directly comparable IFRS measures are the
individual balance sheet line items set out above.
2025 World-Highlights
-- Cambodia and Thailand Clash
-- Cardinal Robert Prevost becomes Pope Leo XIV
-- India and Pakistan Clash
-- The AI Race Intensifies and moves into Overdrive
-- Sudan's Civil War Continues - Over 400,000 people have so far died
-- Trump administration brokers a Gaza Peace Plan
-- The war in Ukraine, in its fourth year, intensifies
-- Israel and the USA attack Iran's Nuclear Facilities
-- China flexes its muscles and weaponises rare-earth minerals
-- Trump disrupts US Foreign Policy and launched Liberation Day April 2, 2025 introducing 10% Tariffs onmost imports and up to 50% on a Country specific basis
2026 World-Highlights
-- January/The US carried out large-scale strike on Venezuela and captured President Maduro and his wife
-- March/The US and Israel relaunch strikes against Iran Nuclear and military facilities
-- Iran confirms the death of Supreme Leader Ali Khamenei
-- April/USA and Israel agree ceasefire agreement with Iran
-- April/Israel continues military intervention in Lebanon
-- Iran accuses Israel of breaching ceasefire agreement
2025 Stock Market Highlights
-- It's been the best three-year stretch for stocks since the Dotcom Boom.? S&P 500: + 16.4% - Dow Jones Industrial Average: + 13.0% - Nasdaq Composite: + 20.4% - Russell 2000 (small caps): + 11.3% - S&P 400 (mid caps): + 5.9% - FTSE 100 + 21.5% - AIM 100 +7.7%
-- The 16.4% return for S&P 500 follows returns of 24% in 2023 and 23% in 2024
-- The S&P 500 and the Dow hit all-time closing highs on December 24, reaching 6,932 and 48,731 on thatdate, respectively.
-- The Nasdaq Composite hit its all-time closing high on October 29 at 23,958.
-- Since reaching their all-time highs at the end of 2025 all 3 major US indices have fallen on the back ofthe Iran War and soaring oil price
Top Performing US Stocks in 2025
-- The top performing stock on the S&P 500 in 2025 was Western Digital, a provider of large capacity harddisk drives. It returned about 319% in 2025.
-- Micron Technology, which makes high bandwidth memory and storage chips, was the second-best performerlast year, returning 274% for the year.
-- Seagate Technology, a rival of Western Digital in the hard disk drive space, was third with an annualreturn of 235%.
-- The top stock on the blue-chip Dow Jones Industrial Average in 2025 was Caterpillar, the farm equipmentmanufacturer. It returned 69% in 2025.
-- Financial service giant Goldman Sachs was second with a 64% return last year. Goldman Sachs was buoyed bya strong year for M&A.
-- Third on the Dow was AI chip maker Nvidia, which returned 41% last year. It's down from the triple-digitreturns of the previous two years, but was a still as strong year for the world's most valuable company.
US Market Valuation leaves the Earth's atmosphere
-- Having scaled unseen heights in 2024 when the Buffett Indicator, US Stock Market Value compared to USGDP, reached a high of 211%, 67% higher than the long-term trend line, 2025 saw further gains with the indexreaching 230% of GDP, or an astonishing 75%, or 2.4 standard deviations higher than the long-term trend whilstBerkshire Hathaway's cash-pile which reached a record USD323 billion in 2024 continued to climb, reaching anotherrecord USD373bn at the end of 2025.
2025 Micro-Highlights
-- ARL? Completion of first Commercial Grade Node on track for completion Q2 2026. - Node successfully tested to a depth of 1,000 meters! - Engagement with potential sources of funding and strategic partners continue and planned toaccelerate once commercial node is completed. - Initial discussion with NATO will have been held by the time of publication of these results andfurther meetings with defence contractors planned for the coming months.
-- Tappit restitution agreement? Chairman's contribution now GBP2.3m of up to a possible GBP3m with a final instalment anticipated by endof June 2026.
-- Our main publicly quoted positions had a mixed performance in 2025. Newmark Security plc (NWT) increasingby 41.7%, in large part due to our publicly distributed letter to the NWT Board challenging their Executivecompensation and lack of BOD independence, which have resulted in the appointment of two new non-executivedirectors and the departure of one long serving director. On the other hand, Surgical Innovations Group PLC (SUN)shares declined by 25%, as a result of which I joined the Board along with a new Chairman and one other independentdirector. Good progress has been made at the Company since these changes were undertaken. More on the company canbe found at www.sigroupplc.com
-- In consideration of waiving 2021, 2022, and 2023 consultancy fees of GBP1,013,888, the Chairman received4,055,553 warrants pursuant to the terms of a warrant instrument executed by the Company on 19 December 2024. Eachwarrant confers the right on the holder to subscribe for one new ordinary share. The exercise price of each warrantis GBP0.30. The final exercise date for the warrants is 31 December 2029.
Sounding like a Broken Record
No one like a party pooper, someone who constantly reminds those hooked on drugs and/or alcohol who just 'Wanna have fun" that maybe, just maybe they should reflect on their behaviour; this is true whether you are Tiger Woods, or whether you are an investor (speculator!) in the stock market. A case in point is the recent astronomical 700% increase in the shares of Avis Budget (CAR), over a two-month period (due to a short squeeze) followed by a TWO DAY 70% decline. Investing? I'm not sure about that! Or the even crazier rise and fall of WeShop (WSHP), previously lost on the Aquis market, which, delisted and then some months later listed on NASDAQ, reached a high of USD200 per share before falling 95% and is now trading at a recent price of USD9.87 per share.
Why would one of the World's greatest golfers get behind the wheel and proceed to drive at speed into the back of a truck, flip his car, again, but fortunately this time walk away unscathed. Clearly the Tiger has learned nothing from his past accident. Luckily, he has so far only caused damage to himself!
The Stock market is similar to Tiger. Following its all-time high in February 2020 the NASDAQ Composite fell 30% in a month, then recovered and soared over 130% from March 2020 to November 2021 before Covid knocked the wind out of the market and left investors nursing a 40% loss before the market again took flight gaining 100% between December 2022 and February 2025; until it was again stopped in its tracks due to the introduction of Tariffs on Liberation Day which caused a 25% decline in the NASDAQ Market. Again, the decline was short-lived, and the market rallied 50% between April 2025 and October 2025. Since then, the USA and Israel have attacked Iran in an attempt to take out their nuclear enrichment and nuclear bomb manufacturing capabilities. The result is that the Strait of Hormuz has been closed and 800 ships are stranded in the Persian Gulf, and the price of oil shot up 60% between January 2026 and April 2026.
The Trump Administration facing mid-Term elections needs a quick win to add to Venezuela and Cuba. Iran appears to have been a bad bet and, if history repeats itself, the US may find itself trapped in a War it can't actually win!
As far as the Markets are concerned, tenuous ceasefires will come and go but the chances of lasting peace is as remote today as it has been for the past 2,000 years.
Call me old fashioned but this is not investing this is gambling or should I say "predicting"!
Bubbles and AI
-- Looking backwards, what happened to our 2021 bubble? The Covid stimulus bubble appeared to be burstingconventionally enough in 2022 - in the first half of 2022 the S&P declined more than any first half since 1939 whenEurope was entering World War II. Previously in 2021, the market displayed all the classic signs of a bubblepeaking: extreme investor euphoria; a rush to IPO and SPAC; and highly volatile speculative leaders beginning tofall in early 2021, even as blue chips continued to rise enough to carry the whole market to a handsome gain thatyear - a feature hitherto unique to the late-stage major bubbles of 1929, 1972, 2000, and now 2021. But thishistorically familiar pattern was rudely interrupted in December 2022 by the launch of ChatGPT and consequentpublic awareness of a new transformative technology - AI, which seems likely to be every bit as powerful andworld-changing as the internet, and quite possibly much more so.
-- But every technological revolution like this - going back from the internet to telephones, railroads, orcanals - has been accompanied by early massive hype and a stock market bubble as investors focus on the ultimatepossibilities of the technology, pricing most of the very long-term potential immediately into current marketprices. And many such revolutions are in the end often as transformative as those early investors could see andsometimes even more so - but only after a substantial period of disappointment during which the initial bubblebursts. Thus, as the most remarkable example of the tech bubble, Amazon led the speculative market, rising 21 timesfrom the beginning of 1998 to its 1999 peak, only to decline by an almost inconceivable 92% from 2000 to 2002,before inheriting half the retail world!
-- So, it is likely to be with the current AI bubble. But a new bubble within a bubble like this, even onelimited to a handful of stocks, is totally unprecedented, so looking at history books may have its limits. But eventhough, I admit, there is no clear historical analogy to this strange new beast, the best guess is still that thissecond investment bubble - in AI - will at least temporarily deflate and probably facilitate a more normal endingto the original bubble, which we paused in December 2022 to admire the AI stocks. It also seems likely that theafter-effects of interest rate rises and the ridiculous speculation of 2020-2021 and now (November 2023 throughtoday) will eventually end in a recession.
-- The broad U.S. stock market is expensive, with the Shiller price-to-earnings ratio at 39.14 (8 April2026) vs. a high of 44.19 (Dec. 1999) and a low of 4.78 (Dec. 1920) which is "the top 1% of history," while totalprofits are also near record levels. The Mean is 17.35 and the Median 16.07
-- "The paradox that worries me here for the U.S. market is that we start from a Shiller P/E and corporateprofit margins that are near record levels and therefore predicting near perfection". (Jeremy Grantham)
-- "If margins and multiples are both at record levels at the same time, it really is double counting anddouble jeopardy - for waiting somewhere in the future is another July 1982 or March 2009, with simultaneousrecord-low multiples and badly depressed margins." (Jeremy Grantham)
'Can't get blood out of a stone'
-- When the price of an asset doubles, its future return is halved, Grantham said in his latest paper.
-- "The simple rule is, you can't get blood out of a stone".
-- To Grantham's thinking, the long-term prospects for the U.S. stock market look "poor" as it's generallyoverpriced and never has seen "a sustained rally starting from a 34 Shiller P/E."
-- "The only bull markets that continued up from levels like this were the last 18 months in Japan until1989, and the U.S. tech bubble of 1998 and 1999, and we know how those ended," he said. "Separately, there has alsonever been a sustained rally starting from full employment."
-- While AI seems likely to be at least "as powerful and world-changing as the internet," tech revolutionstend to see "early massive hype and a stock-market bubble".
-- He cited Amazon.com Inc. AMZN as an example of speculation in the late 1990s, noting its stock plungedbefore the company rebounded into the giant online retailer it is today.
-- "As the most remarkable example of the tech bubble, Amazon led the speculative market, rising 21 timesfrom the beginning of 1998 to its 1999 peak, only to decline by an almost inconceivable 92% from 2000 to 2002,before inheriting half the retail world!"
-- In his paper, the GMO co-founder didn't stop at warning about looming dangers for U.S. stocks should the"AI bubble" burst and finish the job deflating the "original bubble" that had worried him.
-- "It also seems likely that the after-effects of interest-rate rises and the ridiculous speculation of2020-2021 and now (November 2023 through today) will eventually end in a recession," Grantham cautioned.
-- On a brighter note, Grantham said there's "a reasonable choice of relatively attractive investments" inthe U.S. equities market, such as "quality" stocks. He also cited resource equities, "climate-related investments,"such as solar stocks, and "deep value" as areas of the market to consider.
-- "U.S. quality stocks have a long history of slightly underperforming in bull markets and substantiallyoutperforming in bear markets," he said, "although they did unusually well in the recent run-up."
Non-U.S. Equities and Real Estate
-- If things are so good, why on earth is the rest of the world so down at heel, with very average economicstrength and average profitability and with both getting weaker? The UK and Japan are both in technical recessions;the EU, especially Germany, also looks weak; and China, which has done a lot of the heavy lifting in global growthfor the last few decades, is pretty much a basket case for a while (although getting very cheap in its stockmarket). Global residential real estate looks particularly tricky also, although it often takes a very long timefor prices to catch up or down with mortgage costs. Can any young couple in the developed world today buy a newhome comparable to those bought at the same age by their parents? Peak prices as a multiple of family incomemultiplied by an old-fashioned looking mortgage rate (now 6.8% in the U.S.) makes for a very tough affordabilitycalculation. And as for office space, forget about it. With the double problem of higher rates and Covid-inducedwork-from-home, no one is confident of anything, no one will build anything new, and all sit holding their breathas appraisals start to come down and bank loans to commercial property look increasingly dicey. And in China,extreme overbuilding threatens both housing and commercial real estate.
-- Throw in a couple of wars that refuse quick endings and rising possibilities of expanded militaryconfrontations with Russia and China, and you can see why the rest of the world is sober and much more reasonablypriced than the U.S. (Understanding U.S. optimism is much more difficult.) To be more precise, I would say that incontrast to extreme overpricing of U.S. equities, those overseas are a little overpriced, offering uninspired butpositive returns. The positive exceptions to this general, moderate overpricing are at the value or low-growth endof emerging market equities and non-U.S. developed equities (including Japan), which are not only much cheaper thanthe high-growth varieties but are selling in a range from fair price to actually cheaper than normal.
Mr Grantham has a darn good record on predicting outcomes; however, one point he consistently makes is that he cannot forecast the "when"! I agree with Mr Gratham's conclusion, the US Markets are clearly in a bubble, however, when that bubble will burst is quite unclear.
Duncan Soukup
CHAIRMAN'S STATEMENT
Holdings
Newmark Security plc (NWT LN) +41.7%
-- THAL currently own's 21.9% of NWT, making us the largest shareholder in the company. In last year's AR westated that we were "unhappy with both the operational- and financial performance of NWT". We have since written anopen letter to the NWT Board outlining our grievances. The net result is that one long serving (not so independent)Director has now been replaced by two new Independent Directors. Whilst this is a step in the right direction, itis too little too late as far as we are concerned and we will continue to lobby, publicly, if necessary, forfurther actions to increase shareholder value. The shares of NWT have responded well to our actions, and we haveincreased our holding by 1% to 21.9%.
Surgical Innovations Group plc (SUN LN) -25%
-- SUN's 2024 results were disappointing and 2025's not much better. Mr Soukup has joined the SUN Board insupport of a new Chairman tasked with enhancing shareholder value.
Autonomous Robotics Ltd. (ARL)
-- Development of the production standard seismic sensor flying node has now moved from design toproduction. All mechanical-, electronic- and electrical-parts have been manufactured, and assembly and testing ofthe hardware design progressed with a suitable electromechanical test rig designed, built and tested to performbench-testing prior to field testing.
-- The mechanical parts of the production node have been manufactured and assembled and await the completionof electronic printed circuit board (pcb) testing. Software development of the main operational functions andsensor interfaces of the seismic node has progressed well with evaluation performed on the software simulator andnumerous field tests performed using the prototype flying node as the test platform. Some aspects of the softwaretested require upgrading for the new production node and work in implementing these changes is well underway.Additional software features to enhance reliability and improve operator mission programming will continue in 2026.
-- The completion of manufacture and bench test of the first production standard seismic node is stillscheduled to complete in Q2 of 2026. This will be followed by in-water testing and performance trials during Q3 toquantify the operation and reliability of the seismic node. Completion of the first production standard seismicnode is a major milestone for the product and will be followed by proof-of-concept demonstrations to potentialcustomers and strategic investors.
-- Underwater Defence and Environmental markets for variants of the Flying Node continue to be investigatedwith operational concepts utilising alternative sensors and equipment mounted on the node being promoted. Operationwith an underwater drone SWARM software platform is also being progressed.
-- ARL is a "Deep Tech" company; a company with the expressed objective of providing technology solutionbased on substantial scientific or engineering challenges. They present challenges requiring lengthy research anddevelopment and large capital investment before successful commercialization. The primary risk is technical risk,while market risk is often significantly lower due to the clear potential value of the solution. The underlyingscientific or engineering problems solved by deep tech generates valuable intellectual property which is hard toreproduce. (cf. Wikipedia Deep Tech).
-- The NAV of ARL in the Company's books is (GBP6.826m). made up of (GBP9.2m) of intercompany debt to ARL andGBP2.4m of capitalised R&D.
-- Most of the ARL investment was funded by free cash flow generated by WGP, and to a lesser extent from thesale of WGP to Fairfield.
-- The development phase has, as is invariably the case with such an ambitious project, taken longer thanplanned BUT is now close to completion but with the added benefit of expended created by the large scale use ofdrones in the Ukraine/Russia and US/Israel/Iran conflicts.
-- The use of aerial, surface and sub-sea drones in the afore-mentioned conflicts has changed modern warfareand whilst ARL's node was originally designed for commercial use, it is fundamentally a software driven, deliveryplatform that can easily be converted and adapted for defence purposes.
-- We appreciate that information on the development of the Node (and Defence Drone) has been limited butthe reality of the situation is that we cannot patent all the technology that we have developed as it simply givesthe competition access to our IP. THAL has in the past already been the victim of commercial espionage, when acompetitor visited our WGP facility and tried to replicate our Portable Modular Source System (PMSS), which theydid. Fortunately, they did not have the know-how, and the project that they won on the back of our technologyturned into a disaster as their system simply did not work; WGP subsequently won the contract to replace them.
-- THAL has invested heavily in ARL with no guaranteed return, Either the product works, and the potentialreturns are substantial or it doesn't, and more money will be required to complete the process.
-- The THAL Board has confidence in the procedures being followed by the ARL design and engineering team butthere are no guarantees! Having said that, the final hurdle is in sight. Once the out-of-water tests have beencompleted final in-water operating tests will be undertaken to ensure that all aspects of the Node functionseamlessly together.
-- We are quietly confident that the hard work and dedication of the ARL team will deliver on time and willthen allow us to focus on securing working partners.
2026 Conclusion
THAL has an interesting portfolio of Private and Public Assets which the Directors believe are not reflected in the Company's public market capitalisation. However, we also understand that we have to deliver. Deep Tech businesses take time to develop, more time than most public company investors are willing to give Management, even those that claim to be long term investors. Nonetheless, we have chosen to persevere despite some constant badgering from ignorant people in chat rooms. Trust me when I say that there is nothing better than a bunch of hecklers to motivate us to succeed…and to prove them wrong.
This philosophy also extends to our public company investments such as NWT. Despite our view that the founders have used the Company as a private piggy-bank, we believe that the intrinsic value of the business to be well in excess of the company's current market cap.
The BOD of THAL will continue to push boundaries and seek returns in places others fear to trade.
Again, I express my thanks to our employees, shareholders and fellow directors for their support.
Duncan Soukup
Chairman
30 April 2026
FINANCIAL REVIEW
GROUP RESULTS
Continuing Operations
Total Revenue from continuing operations for the year to 31 December 2025 was GBP0.42m (2024: (GBP0.22m)) related to rental income in Switzerland and net gains on fair value investments.
Cost of Sales on continuing operations were GBP0.07m (2024: GBP0.04m), resulting in a Gross Profit of GBP0.35m (2024: Gross Loss GBP0.26m).
Administrative Expenses on continuing operations before exceptional costs were GBP0.6m (2024: GBP0.3m), an increase principally driven by FDL consultancy fee waived in 2024, and Depreciation GBP0.03m compared to GBP0.1m in 2024.
Operating Loss was therefore GBP0.2m (2024: loss GBP0.8m).
Net Financial Income/(Expense) of GBP0.04m included net foreign exchange income, net interest expense and net income from financial investments including fair value adjustments (2024: expense GBP0.02m).
Other Gains/(Losses) were loss of GBP0.06m (2024: gain of GBP0.03m).
Impairment of Financial Assets were GBP0.9m (2024: Nil).
Impairment of Associated Entities were Nil (2024: GBP0.1m).
Share of Losses of Associated Entities was GBP0.3m (2024: GBP0.2m).
Loss Before Tax on continuing operations was GBP1.4m (2024: GBP1.1m).
Tax on continuing operations for the period was GBP0.002 relating to overseas tax (2024: credit GBP0.04m).
Profit/(Loss) for the year This resulted in a Group loss for the year of GBP1.4m (2024: loss GBP1.0m).
Net Assets at 31 December 2025 amounted to GBP8.8m (2024: GBP10.4m) resulting in net assets per share of GBP0.53 based on 16,655,838 shares in issue versus GBP0.62 in 2024 including cash of GBP0.2m equivalent to GBP0.01 per share (2024: GBP0.5m and GBP0.03 per share).
Net Cash Flow from operations amounted to an outflow of GBP0.3m as compared to GBP0.9m outflow in 2024.
Net Cash from Investing Activities, amounted to an outflow of GBP0.01m (2024 inflow GBP0.6m) relating to continuing operations in the purchase of financial assets at fair value through profit or loss.
Net Cash Inflow from Financing Activities amounted to GBP0.1m (2024: inflow GBP0.7m).
Net Decrease in Cash and Cash Equivalents was GBP0.2m resulting in Cash and Cash Equivalents at 31 December 2025 of GBP0.2m (2024: GBP0.5m).
DIRECTORS' REPORT
The Directors present their report and the audited financial statements for the year ended 31 December 2025.
RESULTS AND DIVIDENDS
The Group made a loss attributable to shareholders of the parent for the year ended 31 December 2025 of GBP1.4m (2024: loss GBP1.0m). The Directors do not recommend the payment of a dividend.
DIRECTORS AND DIRECTORS' INTERESTS
The Directors of the Company who held office during the year and to date, including details of their interest in the share capital of the Company, are as follows:
Name
Date Appointed Shares held Warrants held
Executive Director
C Duncan Soukup 26 September 2007 3,796,970 4,195,553
Non-Executive Directors
-
David M Thomas 2 April 2008 -
-
Kenneth Morgan 24 May 2022 - -
DIRECTORS' REMUNERATION
2025 2024
Director Fees Consultancy Fees Director Fees Consultancy Fees
Executive Directors GBP GBP GBP GBP
Duncan Soukup - - - -
Non-Executive Directors GBP GBP GBP GBP
David Thomas 20,000 - 20,000 -
Kenneth Morgan 7,439 - 8,012 -
Total remuneration 27,439 - 28,012 -
Note: Duncan Soukup waived GBP116,273 director and GBP152,084 consultancy fees in FY2025 (FY2024: waived GBP214,118 director fees + GBP321,177 consultancy fees).
SUBSTANTIAL SHAREHOLDINGS
As of 31 December 2025, the Company had been advised of the following substantial shareholders
Holding %
Alina Holdings Plc 6,600,000 39.63%
Duncan Soukup 3,796,970 22.80%
THAL Discretionary Trust* 2,042,720 12.26%
First Equity 600,000 3.60%
Mark Costar 530,807 3.19%
Other 3,085,341 18.52%
Total number of shares in issue 16,655,838 100%
* C.Duncan Soukup is a trustee of THAL Discretionary Trust
SHARE BUY-BACK
There were no share buy backs during the year ended 31 December 2025, nor for the year ended 31 December 2024.
DONATIONS
The Company made no political donations during the year ended 31 December 2025 (2024: nil).
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 24 to the financial statements.
OPERATIONAL RISKS
The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, an investment target, which may limit its operational strategies.
The Company is dependent upon the Directors, and in particular, Mr C. Duncan Soukup, who serves as the Executive Chairman, to identify potential acquisition opportunities and to execute any acquisition. The unexpected loss of the services of Mr Soukup or other Directors could have a material adverse effect on the Company's ability to identify potential acquisition opportunities and to execute an acquisition.
The Company may invest in or acquire unquoted companies, joint ventures or projects which, amongst other things, may be leveraged, have limited operating histories, have limited financial resources or may require additional capital.
FINANCIAL RISKS
Details of the financial instrument risks and strategy of the Group are set out in note 25.
GLOBAL ECONOMIC RISK
Global geopolitical risks may have an impact on the Company's investments and the Board continues to evaluate the effects of these impacts on the investments and will act accordingly to mitigate any potential loss.
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is below:
Rank Risk Mitigation
Portfolio Diversification: Our investment
strategy emphasizes diversification across
sectors, asset classes, and geographies
Recent geopolitical tensions and shifts in trade policy,
particularly between major economies, have increased Engagement with Portfolio Companies: Where
uncertainty around global trade flows. Changes in trade applicable, we engage with the management of
policies, including the imposition of tariffs or trade key portfolio companies to assess their
1. restrictions between major economies, can influence market exposure to tariffs and their mitigation
volatility, affect corporate earnings, and shift global plans
capital flows. These developments may lead to reduced
investment returns or increased risk across certain asset
classes or geographies. Also, capital markets activity and
raising new money are affected. Dynamic Asset Allocation: Retain the
flexibility to adjust exposures in response
to material trade-related risks, including
reweighting positions in sectors or regions
disproportionately affected by tariff
changes.
Short term and annual business plans are
2. Insufficient cash resources to meet liabilities, continue prepared and are reviewed on an ongoing
as a going concern and finance key projects. basis. Use of various hedging instruments in
order to mitigate major financial risks.
The Board has a high degree of confidence
The sale of The Chairman's personal property currently given the executed sale agreements and
being negotiated does not complete. The Chairman announced registered charges against the properties in
3. that he would contribute net cash proceeds from the sale of question and the buying company signed in
personal property up to the amount of GBP3m (GBP2.3m of which June 2024 with final proceeds to be paid in
has already been contributed). June 2026, although this cannot be guaranteed
and is beyond the control of the Board.
Regular review of both the Board's and key
Loss of key management/staff resulting in failure to management's abilities. Review of salaries
4. identify and secure potential investment opportunities and and benefits including long term incentives
meet contractual requirements. and ongoing communication with key
individuals.
Failure to maintain strong and effective relations with key The Board and senior management seek to
5. stakeholders in investments resulting in loss of contracts establish and maintain an open and
or value. transparent dialogue with key stakeholders.
Key management are professionally qualified.
Failure to comply with law and regulations in the In addition the Company appoints relevant
6. jurisdictions in which we operate. professional advisers (legal, tax, accounting
etc) in the jurisdictions in which we
operate.
Significant changes in the political environment, including The Company's current investments are not
the impact of the Ukraine and Gaza conflicts, Iran war expected to be adversely impacted and
7. results in loss of resources/market and/or business Management is continuing to monitor the wider
failure. political environment to ensure that steps
are taken to mitigate political risk.
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors have elected to prepare the financial statements for the Group in accordance with UK Adopted International Accounting Standards ("IFRS").
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group, for safeguarding the assets and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
International Accounting Standard 1 requires that financial statements present fairly for each financial period the Group's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's 'Framework for the preparation and presentation of financial statements'. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable UK Adopted International Accounting Standards ("IFRS"). A fair presentation also requires the Directors to:
-- select and apply appropriate accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRSs as applied by theUK is insufficient to enable users to understand the impact of particular transactions, other events and conditionson the entity's financial position and financial performance; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware.
The financial statements are published on the Group's website. The maintenance and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
-- The financial statements, prepared in accordance with the Relevant Financial Reporting Framework, give atrue and fair view of the assets, liabilities, financial position and profit or loss of the Company and theundertakings included in the consolidation taken as a whole;
-- The financial review/directors report includes a fair review of the development and performance of thebusiness and the position of the Company, and the undertakings included in the consolidation taken as a whole,together with a description of the principal risks and uncertainties that they face; and
-- The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable andprovide the information necessary for shareholders to assess the Group's position and performance, business modeland strategy.
AGM
The Annual General Meeting will be notified in due course.
Approved by the Board and signed on its behalf by
C.Duncan Soukup
Chairman
30 April 2026
CORPORATE GOVERNANCE STATEMENT
The Company's shares are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market. The Board recognises the importance and value for the Company and its shareholders of good corporate governance. The Company Statement on Corporate Governance is available at https:// thalassaholdingsltd.com/investor-relations/corporate-governance/ and repeated in full below.
Board Overview
In formulating the Company's corporate governance framework, the Board of Directors have reviewed the principles of good governance set out in the QCA code (the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2023 published by the Quoted Companies Alliance) so far as is practicable and to the extent they consider appropriate with regards to the Company's size, stage of development and resources. However, given the modest size and simplicity of the Company, at present the Board of Directors do not consider it necessary to adopt the QCA code in its entirety.
The purpose of corporate governance is to create value and long-term success of the Group through entrepreneurism, innovation, development and exploration as well as provide accountability and control systems to mitigate risks involved.
Composition of the Board and Board Committees
As at the date of this report, the Board of Thalassa Holdings Ltd comprises of one Executive Director and two Non-Executive Directors, which complies with the QCA Code.
The Board notes that the roles of Executive Chairman and Company Secretary are combined in the person of C. Duncan Soukup. The Board considers this arrangement appropriate given the current scale of the Group's operations. The two independent non-executive directors review all related party transactions in which the Chairman has a personal interest; any such transaction requires the approval of the independent directors acting without the Chairman's participation. The Board will review this arrangement as the Group's activities develop.
David Thomas has GBP101,249 of outstanding NED fees at 31 December 2025 (FY2021-FY2025). The Board has assessed David Thomas's independence notwithstanding this accumulated balance and considers that he remains independent because the debt is an arms length commercial arrangement and does not create a circumstance that could reasonably be expected to compromise his objective judgement. The Board intends to establish a payment schedule to pay David Thomas over the next 12 months.
Board Balance
The current Board membership provides a balance of industry and financial expertise which is well suited to the Group's activities. This will be monitored and adjusted to meet the Group's requirements. The Board is supported by the Audit Committee, Remuneration Committee and Regulatory Compliance Committee, all of which have the necessary character, skills and knowledge to discharge their duties and responsibilities effectively.
Further information about each Director may be found on the Company's website at https://thalassaholdingsltd.com/ investor-relations/board-directors/. The Board seeks to ensure that its membership has the skills and experience that it requires for its present and future business needs.
All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed. The Board has a procedure allowing Directors to seek independent professional advice in furtherance of their duties, at the Company's expense.
Re-election of Directors
In line with the QCA Code, all Directors are subject to re-election each year, subject to satisfactory performance.
Board and Committee Meetings
The Board meets sufficiently regularly to discharge its duties effectively, formally and informally.
The Board held three full meetings for regular business during 2025, in addition to a number of informal ones.
Audit committee
During the financial period to 31 December 2025, the Audit
Committee consisted of the Board, which included two directors with at least one being an independent Director.
The key functions of the audit committee are for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Company's auditors relating to the Company's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Committee has formal terms of reference.
The external auditor, RPG Crouch Chapman, was appointed on 19 April 2023 and has indicated its independence to the Board.
Significant financial reporting issues considered during FY2025: (1) Capitalisation of ARL development costs: the committee reviewed management's assessment of the IAS 38 capitalisation criteria and challenged the assumptions regarding technical feasibility and availability of resources in the context of the Group's going concern position. The committee is satisfied that the criteria for capitalisation are met and that the carrying value of GBP2,386,119 is supportable. (2) Carrying value of FVTPL investments: the committee reviewed the valuation methodology and hierarchy classifications for the investment portfolio (GBP3,417,171) and considered the impact of the NWT and SUN significant influence assessments. (3) Carrying value of loans receivable: the committee reviewed the recoverability of the Trust loan (GBP1,087,123) and Tappit restitution balance (GBP689,531) and considered the adequacy of the ECL assessment.
The Audit Committee has undertaken a robust challenge and review of management's going concern assessment, including the appropriateness of the forecast period, the underlying trading assumptions, liquidity headroom, covenant compliance, downside scenarios and mitigating actions available to the Group. Particular attention was given to the key estimates and judgements that have the greatest bearing on the assessment, including revenue growth, margin performance, working capital movements, capital expenditure, financing costs and the timing and effectiveness of controllable cost and cash management measures. The Audit Committee also considered the sensitivity of these assumptions to reasonably possible changes in market and operational conditions. Following this review, the Audit Committee has concluded the Group can continue as a going concern.
Remuneration Committee
During the financial period to 31 December 2025, the Remuneration Committee consisted of David Thomas and any other one director from the Board. It is responsible for determining the remuneration and other benefits, including bonuses and share based payments, of the Executive Directors, and for reviewing and making recommendations on the Company's framework of executive remuneration. The Committee has formal terms of reference.
The remuneration committee is a committee of the Board. It is primarily responsible for making recommendations to the Board on the terms and conditions of service of the executive Directors, including their remuneration and grant of options.
Regulatory Compliance Committee
During the financial period to 31 December 2025, the Regulatory Compliance Committee consisted of any two directors from the Board. The committee is responsible for ensuring that the Company's obligations under the Listing Rules are discharged by the Board. The Committee has formal terms of reference.
ESG
The Group has not complied with the recommendations of the Taskforce for Climate-related Financial Disclosures ("TCFD") in the current year, as required by UKLR22.2.24R issued by the Financial Conduct Authority. The Board recognises the importance of climate-related matters and, as a development stage business, intends to develop a plan to adopt the TCFD recommendations in full over the next few years. With reference to the four pillars of the TCFD recommendations, matters of governance, risk assessment, and strategy have already been covered elsewhere in this report, and the development of metrics and targets is under consideration.
TCFD Disclosure (comply or explain)
Governance: The Board has overall responsibility for climate-related risks. These are discussed at Board level as part of the broader risk management review.
Strategy: The Group's investment portfolio is primarily in UK-listed equities and early-stage technology. The Board does not consider climate change to present a material near-term risk to the current portfolio.
Risk Management: Climate-related risks are considered as part of the Group's general risk assessment process. A formalised climate risk framework is under development.
Metrics and Targets: The Group does not currently measure or report on Scope 1, 2, or 3 emissions. This is expected to be addressed as the Group develops its TCFD plan.
The Group intends to publish full TCFD-aligned disclosures no later than the FY2026 annual report.
The group only has 5 full time employees in a small modern office in Southampton.
Statement on Corporate Governance
The corporate governance framework which Thalassa has implemented, including in relation to board leadership and effectiveness, remuneration and internal control, is based upon practices which the board believes are proportionate to the risks inherent to the size and complexity of Thalassa's operations.
The Board considers it appropriate to adopt the principles of the Quoted Companies Alliance Corporate Governance Code ("the QCA Code") published in November 2023. The extent of compliance with the ten principles that comprise the QCA Code, together with an explanation of any areas of non-compliance, and any steps taken or intended to move towards full compliance, are set out below:
1. Establish a strategy and business model which promote long-term value for shareholders.
The Company is a Holding Company which has in the past and will in the future seek to acquire assets which in the opinion of the Board should generate long term gains for its shareholders. The current strategy and business operations of the Company are set out in the Chairman's Statement on page 10. Shareholders and potential investors must realise that the objectives set out in that document are simply that; "objectives" and that the Company may without prior notification change these objectives based upon opportunities presented to the Board or market conditions.
The Group's strategy and business model and amendments thereto, are developed by the Executive Chairman and his senior management team, and approved by the Board. The management team, led by the Executive Chairman, is responsible for implementing the strategy and overseeing management of the business at an operational level.
The Board is actively considering a number of opportunities and, ultimately, the Directors believe that this approach will deliver long-term value for shareholders. In executing the Group's strategy, management will seek to mitigate/hedge risk whenever possible.
As a result of the Board's view of the market, the Board has adopted a five-pronged approach to future investments:
1. Opportunistic: where an acquisition or investment exists because of price dislocation (the price of astock collapses but fundamentals are unaffected) or where the Board identifies a special "off market" opportunity; 2. Finance: The Board is currently investigating opportunities in the FinTech sector; 3. Property: The Company held a strategic stake in Alina Holdings Plc (formerly The Local Shopping REITplc). The Company's divestment is more comprehensively described in the Letter to Shareholders dated 28 September2020 published in the Reports and Documents section of the Company's website; 4. Education: There are few businesses that offer the same longevity and predictability of earnings asEducation; and 5. R&D: Development situations such as ARL where the Board sees an opportunity to participate indisruptive, early stage technology.
The above outlined strategy is subject to change depending on the Board's findings and prevailing market conditions.
2. Seek to understand and meet shareholder needs and expectations.
The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group's position and prospects. All reports and press releases are published in the Investor Relations section of the Company's website.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.
The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Group's consultants, employees, partners, suppliers, regulatory authorities and entities with whom it has contracted. The Group's operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board's primary responsibility to promote the success of the Group for the benefit of its members as a whole. The Group endeavours to take account of feedback received from stakeholders, making amendments where appropriate and where such amendments are consistent with the Group's longer term strategy.
The Group takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. Through the various procedures and systems it operates, the Group ensures full compliance with health and safety and environmental legislation relevant to its activities. The Group's corporate social responsibility approach continues to meet these expectations.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.
The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage and whenever possible minimise or eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.
The Group maintains financial reporting controls including: weekly cash and investment summary reports, monthly management accounts reviewed by the Board; an annual consolidation process with review by the Finance Director and the Executive Chairman; an Audit Committee that reviews the significant judgements and estimates in the annual accounts (as described above); and external audit by RPG Crouch Chapman LLP. The Board approves the annual report and accounts before publication.
A budgeting process is completed once a year and is reviewed and approved by the Board. The Group's results, compared with the budget, are reported to the Board on a regular basis.
The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.
The senior management team meet regularly to consider new risks and opportunities presented to the Group, making recommendations to the Board and/or Audit Committee as appropriate.
The Board has an established Audit Committee, a summary of which is set out in the Board of Directors section of the Company's website.
The Company receives comments from its external auditors on the state of its internal controls.
The more significant risks to the Group's operations and the management of these have been disclosed in the Chairman's statement on page 10.
5. Maintain the Board as a well-functioning, balanced team led by the Chair.
The Board currently comprises two non-executive Directors and an Executive Chairman. Directors' biographies are set out in the Board of Directors section of the Company's website.
All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election every year.
The Board is responsible to the shareholders for the proper management of the Group and, in normal circumstances, meets at least four times a year to set the overall direction and strategy of the Group, to review operational and financial performance and to advise on management appointments.
The Board considers itself to be sufficiently independent. The QCA Code suggests that a board should have at least two independent Non-executive Directors. Both of the Non-executive Directors who currently sit on the Board of the Company are regarded as independent under the QCA Code's guidance for determining such independence.
Non-executive Directors receive their fees in the form of a basic cash fee based on attendance at board calls and board meetings. Directors are eligible for bonuses. The current remuneration structure for the Board's Non-executive Directors is deemed to be proportionate.
6. Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities.
The Board considers that the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities, and bring considerable experience in technical, operational and financial matters.
The Company has put in place an Audit Committee as well as Remuneration and Listing Compliance Committees. The responsibilities of each of these committees are described in the Board of Directors section of the Company's website.
The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the on-going development of the Group.
The Chairman, in conjunction with the Company Secretary, ensures that the Directors' knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors' responsibilities as members of the Board. During the course of the year, Directors received updates from the Company Secretary and various external advisers on a number of regulatory and corporate governance matters.
Directors' service contracts or appointment letters make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities, normally via the Company Secretary.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.
The Board's performance is measured by the success of the Company's acquisitions and investments and the returns that they generate for shareholders and in comparison to peer group companies. This performance is presented in the Group's monthly management accounts and reported, discussed and reviewed with the Board regularly.
8. Promote a corporate culture that is based on ethical values and behaviours.
The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group's operations. These values are enshrined in the written policies and working practices adopted by all employees in the Group. An open culture is encouraged within the Group. The management team regularly monitors the Group's cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary.
The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area.
Thalassa has a strong ethical culture, which is promoted by the actions of the Board and management team. The Group has an anti-bribery policy and would report any instances of non-compliance to the Board. The Group has undertaken a review of its requirements under the General Data Protection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.
The Board has overall responsibility for promoting the success of the Group. The Chairman has day-to-day responsibility for the operational management of the Group's activities. The non-executive Directors are responsible for bringing independent and objective judgment to Board decisions. Matters reserved for the Board include strategy, investment decisions, corporate acquisitions and disposals.
There is a clear separation of the roles of Executive Chairman and Non-executive Directors. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board's decision-making and ensuring the Non-executive Directors are properly briefed on matters. Due to its current size, the Group does not require nor bear the cost of a chief executive. The Company's subsidiary ARL is led by two directors.
The Chairman has overall responsibility for corporate governance matters in the Group but does not chair any of the Committees. The Chairman also has the responsibility for implementing strategy and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
The Audit Committee normally meets at least once a year and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors. The Committee also approves external auditors' fees and ensures the auditors' independence as well as focusing on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board.
A summary of the responsibilities of the Audit Committee is set out above. The Committee has formal terms of reference, which are set out in the Board of Directors section of the Company's website.
The Remuneration Committee, which meets as required, has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Directors. It also supervises the Company's share incentive schemes and sets performance conditions for share options granted under the schemes.
A summary of responsibilities of the Remuneration Committee is set out above. The Committee has formal terms of reference.
The Directors believe that the above disclosures constitute sufficient disclosure to meet the QCA Code's requirement for a Remuneration Committee Report. Consequently, a separate Remuneration Committee Report is not presented in the Group's Annual Report.
The Listing Compliance Committee, which meets as required, is responsible for ensuring that the Company's obligations under the Listing Rules are discharged by the Board.
10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group's position and prospects. The Annual Report includes a Corporate Governance Statement which refers to the activities of both the Audit Committee and Remuneration Committee. All reports and press releases are published in the Investor Relations section of the Group's website.
The Group's financial reports and notices of General Meetings of the Company can be found in the Reports and Documents section of the Company's website. The results of voting on all resolutions in future general meetings will be posted to this website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS' OF THALASSA HOLDINGS LTD
Opinion
We have audited the financial statements of Thalassa Holdings Ltd (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows, Consolidated Statement of Changes in Equity, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS).
In our opinion, the financial statements:
-- give a true and fair view of the state of the Group's affairs as at 31 December 2025 and of the Group'sloss for the year then ended;
-- have been properly prepared in accordance with IFRS.
Applicable law comprises the BVI Business Companies Act 2004 as the law of incorporation and the Financial Conduct Authority's UK Listing Rules as the listing obligations framework. The Companies Act 2006 does not apply to this Group. No separate parent company financial statements are required or presented; this report covers the consolidated financial statements only.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed 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.
Independence
We remain independent of the Group in accordance with the ethical requirements relevant to our audit in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with those requirements.
Material uncertainty related to going concern
We draw attention to note 2.2 of the financial statements, which describes the material uncertainty identified by the directors. The Group's going concern position is dependent on Autonomous Robotics Limited completing and passing the remaining stages of testing on its autonomous underwater vehicle programme within a period that enables the Group to secure external investment or strategic partnership on commercially viable terms. At the date of this report, the outcome of that testing process is not certain.
As at 31 December 2025, ARL held cash of approximately GBP 24,000, representing less than one month of operational expenditure. The Group as a whole held cash of GBP 159,569 and financial assets at fair value of GBP 3,417,171 that could be realised to fund ongoing operations. The Group is also dependent on the continued receipt of proceeds from the Chairman's property sale under the Tappit restitution arrangement, of which GBP 689,531 remains outstanding and is due in full by June 2026.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included the following procedures:
-- Obtaining management's cash flow forecasts for the period to 30 April 2027 and assessing the keyunderlying assumptions, including forecast levels of operating expenditure, intercompany funding requirements atARL, expected realisations from the FVTPL investment portfolio, and the timing and quantum of receipts under theTappit restitution arrangement.
-- Testing the mechanical integrity of the forecast model prepared by management, including reperformance ofthe cash flow build-up, agreement of opening cash positions to general ledger, and confirmation that intercompanyfunding flows are internally consistent at the consolidated level.
-- Evaluating different downside scenarios within the forecast model, including a 10% reduction inachievable disposal proceeds on the FVTPL portfolio, delay in the Chairman's property sale beyond June 2026, and a25% increase in ARL programme expenditure, in order to identify the funding need that exists within the goingconcern period.
-- Assessing whether the mitigating actions identified by the directors, principally further realisationsfrom the listed investment portfolio, conversion of the residual Tappit balance into cash, and continued costcontainment at ARL, are within the directors' control and sufficiently certain to be relied upon.
-- Reviewing post-balance-sheet receipts against the Tappit restitution arrangement, inspecting the executedsale and security documentation, and obtaining a representation letter from the Chairman confirming his commitmentto remit further proceeds up to a cumulative total of GBP 3 million.
-- Reviewing post-balance-sheet ARL programme progress reports and board minutes, including evidence ofin-water testing milestones and engagement with potential strategic partners and investors.
-- Considering the recoverability of the THAL Discretionary Trust loan receivable in the going concernassessment.
-- Assessing the adequacy and completeness of the going concern disclosures in note 2.2 of the financialstatements against the requirements of IAS 1.25-26, including quantification of the relevant conditions, the periodof assessment, and the principal uncertainties.
Based on the procedures performed, we identified that the conditions described above, in combination with the uncertainty over the timing and outcome of ARL programme testing, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Overview
2025
2024
Going concern
Y N
Capitalisation and carrying value of development costs
Y Y
Key audit Carrying value of investments
matters
Y Y
Carrying value of loans receivable Y Y
Going concern is included as a Key Audit Matter in 2025 due to the inclusion of the material
uncertainty, which is disclosed above.
Group financial statements as a whole
GBP 139,000, based on 1.5% (2024: 1.5%) of gross assets
Materiality
Component materiality
Thalassa Holdings Ltd (parent company), GBP 91,000, Autonomous Robotics Limited GBP 36,000; DOA
Exploration Limited GBP 13,800; Alfalfa Holdings AG specified procedures
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the applicable financial reporting framework and the Group's system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial statements, including with respect to the consolidation process. We applied professional judgement to focus our audit procedures on the areas that posed the greatest risks of material misstatement, and continually reassessed those risks throughout the audit, with the aim of reducing the risk of material misstatement to an acceptably low level to provide a basis for our opinion.
The Group consists of the Company (Thalassa Holdings Ltd) and eight subsidiaries, together with two equity-accounted associates (Anemoi International Ltd and Athenium Consultancy Ltd). In determining the components in scope for the Group audit, we obtained an understanding of the Group's structure, financial reporting processes, and where the risk of material misstatement was most likely to arise.
We identified the following components as individually significant for the purposes of our group audit procedures: Thalassa Holdings Ltd (parent), Autonomous Robotics Limited and DOA Exploration Limited. These components were subject to a full-scope audit of their financial information using component performance materiality. Alfalfa Holdings AG was subjected to specified audit procedures over rental income, the right-of-use lease asset, and the Swiss tax position, given its contribution to consolidated rental income and non-current assets. The remaining subsidiaries, comprising DOA Alpha Ltd, DOA Delta Ltd, Apeiron Holdings (BVI) Ltd, WGP Geosolutions Limited and Thalassa Holdings (II) Ltd, were assessed as immaterial and subjected to analytical procedures at group level. All audit work was performed directly by the Group engagement team. No component auditors were engaged.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. They include the most significant assessed risks of material misstatement we identified, whether or not due to fraud, including those with the greatest effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. 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.
Please refer to the Material Uncertainty Related to Going Concern section of this report in respect of the matter identified with respect to the Group's going concern. In addition to that matter, we have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit work addressed the matter
Our procedures included:
Capitalisation of development costs
-- Reviewing management's written
assessment of the six IAS 38.57 capitalisation
References: Note 2.7, Note 10 intangible assets and goodwill criteria and challenging the assumptions with
reference to technical progress reports and board
minutes.
-- Testing a sample of costs capitalised
The Group held capitalised development costs of GBP 2,386,119 at in the year to source documentation including
31 December 2025 (2024: GBP 1,986,276), relating entirely to the payroll records, supplier invoices and
ARL autonomous underwater vehicle programme. Additions of GBP time-recording analyses.
399,843 were capitalised in the year. The asset is pre-revenue -- Assessing the IAS 36 impairment review,
and has not been amortised. including the value-in-use discounted cash flow
model prepared by management (pre-tax discount
rate 30%; first commercial deployment assumed
2028), and evaluating the sensitivity of headroom
Capitalisation is permissible under IAS 38 only where six to changes in key assumptions.
specific criteria are satisfied concurrently, including technical -- Making enquiries of management
feasibility, intention to complete, ability to use or sell, regarding the current programme status and
probable future economic benefits, availability of adequate reviewing post-balance-sheet technical updates.
resources, and the ability to measure expenditure reliably. At
the reporting date, ARL remains pre-revenue and the programme is -- Confirming that impairment indicators
in testing. were considered as required by IAS 36.12,
including the going concern assessment.
Key observations
Given the materiality of the balance, the pre-revenue status of
ARL, the interaction between criterion (e) and the going concern
material uncertainty, and the inherent subjectivity of the IAS
38.57 assessment, we consider this a key audit matter. We are satisfied that the IAS 38.57 capitalisation
criteria are met at the reporting date and that no
impairment is required to the carrying value at 31
December 2025.
Our procedures included:
-- For the listed FVTPL portfolio,
agreeing the year-end portfolio composition and
Carrying value of investments bid prices to the Zeus Capital broker portfolio
statement, reperforming the GBP-equivalent
translation at closing exchange rates, and
assessing classification within Level 1 of the
References: Note 2.9; Note 12 financial assets at fair value IFRS 13 fair value hierarchy.
through profit or loss; Note 23 associated entities -- For the unlisted JANZZ AG holding,
obtaining the latest Swiss statutory accounts of
the investee, evaluating management's write-down
of the carrying value to a net asset basis, and
The Group's investment holdings at 31 December 2025 comprise (i) considering the appropriateness of the Level 3
financial assets at fair value through profit or loss of GBP categorisation and the IFRS 13 fair value
3,417,171 (2024: GBP 3,368,193) and (ii) equity-accounted hierarchy disclosures.
investments in associates of GBP 1,390,672 (2024: GBP 1,737,555). -- For the equity-accounted associates,
The FVTPL portfolio is held at parent company and group level and reviewing the most recent audited financial
includes listed equity and bond holdings managed via the Zeus statements of Anemoi International Ltd and
Capital broker portfolio (predominantly LSE-quoted, with smaller Athenium Consultancy Ltd, reperforming the
USD and EUR positions) and an unlisted equity holding in JANZZ AG Group's share of net assets and share of losses
held via Alfalfa Holdings AG. The associates investments comprise calculations under IAS 28, and evaluating
Anemoi International Ltd (approximately 40.8%) and Athenium management's IAS 36 impairment assessment,
Consultancy Ltd (35%); during the year, the Group recognised a including a review of investee operational
share of losses from associates of GBP 252,366. performance, Anemoi's share price at the year
end, and recent regulatory announcements.
-- Inspecting the accounting treatment of
the cancellation of the USD 345,000 Anemoi
The unlisted JANZZ AG holding sits within Level 3 of the IFRS 13 Discretionary Trust loan in exchange for
fair value hierarchy and was written down in the year to a net 29,950,000 warrants, including the GBP 255,474
asset basis of approximately GBP 165,000 in the absence of impairment recognised in profit or loss.
observable market data. In addition, the Group recognised an -- Assessing the IAS 10 treatment of the
impairment of GBP GBP256,550 on the Anemoi Discretionary Trust loan Anemoi Trasna Solutions Technologies Ltd reverse
in connection with the cancellation of the USD 345,000 loan in takeover signed on 22 December 2025, evaluating
exchange for 29,950,000 warrants. The Anemoi Trasna Solutions whether the dilution represents a
Technologies Ltd reverse takeover share purchase agreement was measurement-period adjustment or a subsequent
signed on 22 December 2025, nine days before the reporting date, event, and assessing the adequacy of IAS 10.21
with the potential to dilute the Group's stake in Anemoi disclosure.
significantly.
Key observations
Given the subjectivity of Level 3 valuation inputs, we consider
the carrying value of investments a key audit matter. We are satisfied that the carrying value of
investments at 31 December 2025, comprising the
listed FVTPL portfolio, the unlisted JANZZ AG holding
and the equity-accounted investments in associates,
is appropriately stated and that the IAS 10
disclosure of the Anemoi Trasna Solutions
Technologies Ltd reverse takeover is adequate.
Our procedures included:
-- Obtaining and reviewing the loan
Carrying value of loans and other receivables (the Tappit agreement with the THAL Discretionary Trust and
Restitution balance) agreeing the principal and interest balance to
underlying records.
-- Evaluating the ISA (UK) 505
implications of confirmation requests signed by
References: Note 2.13, Note 13 Loans and Portfolio Holdings, Note the Executive Chairman as Trustee and performing
14 Trade and Other Receivables. alternative procedures, including review of loan
agreement terms, post-year-end transactions, and
investment portfolio valuations.
-- Assessing management's IFRS 9 Estimated
The Group held loans and portfolio holdings of GBP 1,087,123 at Credit Loss ("ECL") analysis on the Trust loan
31 December 2025 (2024: GBP 2,772,292), comprising a including probability-of-default analysis, which
USD-denominated loan to the THAL Discretionary Trust of GBP resulted in the recognition of an impairment of
1,087,123 and, within other trade and other receivables, the GBP 421,831.
Tappit restitution balance of GBP 689,531. -- For the Tappit restitution balance,
reviewing executed sale agreements and registered
charges against the Chairman's properties, and
considering post-balance-sheet receipts.
The Executive Chairman controls both parties to the transaction -- Verifying accrued interest of GBP
for the THAL Discretionary Trust. The Tappit restitution balance 45,311 by recalculation at the contractual rate
is dependent on the completion of the Chairman's property sale by of 3% per annum.
June 2026. -- Assessing the adequacy of disclosure
under IAS 24 in respect of both balances and
inspecting the posting of the expected credit
loss adjustment.
Given the related-party nature of both balances, the exercise of
management judgement in the expected credit loss assessment, the Key observations
and the conditional nature of the Tappit restitution, we consider
this a key audit matter.
We are satisfied that the Tappit restitution balance
and the THAL Discretionary Trust loan receivable
balance and ECL is appropriately stated and disclosed
at the reporting date.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. Materiality is the magnitude of misstatements, including omissions, that individually or in aggregate could reasonably be expected to influence the economic decisions of users of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements and the particular circumstances of their occurrence when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group consolidated financial statements
Materiality GBP 139,000
Basis for Materiality was determined as 1.5% (2024: 1.5%) of gross assets at 31 December 2025 of GBP
determining 9,711,754.
materiality
Gross assets are the most appropriate benchmark for Thalassa Holdings Ltd, which is an investment
Rationale for the holding company whose financial position is the principal metric used by users of the financial
benchmark applied statements. The Group is pre-revenue at the operating subsidiary level (ARL) and rental income is
incidental to the holding company strategy. Net assets and total expenses fluctuate materially with
mark-to-market movements on the FVTPL portfolio and are not a stable indicator of underlying scale.
Performance GBP 104,250
materiality
Basis and Performance materiality is set at 75% of overall materiality, reflecting our assessment of the
rationale for aggregation risk of undetected misstatements. The 75% rate, rather than a lower threshold, is
performance supported by: a continuing engagement with cumulative knowledge of the Group from FY2023 onwards; a
materiality stable balance sheet population of investments and intangibles; a small transaction volume; and the
absence of identified prior-period uncorrected misstatements above the clearly trivial threshold.
Component performance materiality
For the purposes of our Group audit opinion, we set component overall and performance materiality for each component of the Group, based on a percentage of Group performance materiality, dependent on a number of factors including our assessment of the risk of material misstatement of those components and the relative size of the component within the Group.
Component Component overall materiality (GBP) Component performance materiality (GBP) Thalassa Holdings Ltd (parent company) 91,000 68,250 Autonomous Robotics Limited 36,000 27,000 DOA Exploration Limited 13,800 10,350 Alfalfa Holdings AG Specified procedures applied Specified procedures applied
Component performance materiality ranged from GBP 9,750 to GBP 68,550, in each case lower than overall Group performance materiality. Alfalfa Holdings AG was subject to specified audit procedures over rental income, the right-of-use lease asset and Swiss tax balances, with materiality applied at the relevant Group level for those specific balances.
Reporting threshold
We agreed with the Audit Committee that we would report all individual audit differences in excess of GBP 7,400 (5% of Group overall materiality). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds, in particular any matters relating to related party transactions, fraud risk indicators, or compliance with the UK Listing Rules.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Accounts 2025, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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, the directors are responsible for assessing 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 the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
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 (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Non-compliance with laws and regulations
Based on our understanding of the Group and the industries in which it operates, our discussions with management and those charged with governance, and our review of the Group's policies and procedures regarding compliance with laws and regulations, we considered the significant laws and regulations applicable to Thalassa Holdings Ltd to include: UK-adopted International Financial Reporting Standards; the BVI Business Companies Act 2004 as the law of incorporation; the FCA's UK Listing Rules and the Disclosure Guidance and Transparency Rules as applicable to a company whose shares are admitted to the Official List and to trading on the Main Market of the London Stock Exchange; the UK Market Abuse Regulation; and applicable UK and Swiss tax legislation insofar as they affect UK and Swiss subsidiaries within the Group.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified such laws and regulations to include: UK Listing Rule disclosure obligations; UK and Swiss corporation tax legislation; and the FRC's Ethical Standard insofar as it applies to non-audit services.
Our procedures in respect of the above included:
-- detailed discussions with management and those charged with governance to identify any known or suspectedinstances of non-compliance with laws and regulations;
-- review of board minutes, audit committee minutes and correspondence with relevant regulatory and taxauthorities for any instances of non-compliance;
-- review of the schedule of LSE Regulatory News Service announcements made during the year for consistencywith the financial statements and for indicators of potential breach of disclosure obligations;
-- review of financial statement disclosures and agreement to supporting documentation; and
-- review of legal and professional fees to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
-- enquiry with management and those charged with governance regarding any known or suspected instances offraud;
-- obtaining an understanding of the Group's policies and procedures relating to detecting and responding tothe risks of fraud and the internal controls established to mitigate those risks;
-- review of board minutes and audit committee minutes for any known or suspected instances of fraud;
-- discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
-- performing analytical procedures to identify any unusual or unexpected relationships that may indicaterisks of material misstatement due to fraud; and
-- considering remuneration arrangements and the financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be:
-- management override of controls, including the posting of manual journals by the Executive Chairman assole financial approver across the Group, given the limited segregation of duties in the financial reportingprocess;
-- the completeness and arm's length nature of related party transactions; and
-- revenue cut-off and accuracy in respect of the Alfalfa Holdings AG rental income stream.
Our procedures in respect of the above included:
-- testing of journal entries throughout the year that met defined risk criteria, including entries postedoutside the normal course of business and entries posted by the Executive Chairman, by agreeing to supportingdocumentation;
-- targeted journal testing using related-party keywords to identify potentially undisclosed related partytransactions;
-- assessing significant estimates made by management for bias, including the IAS 38.57 development costcapitalisation criteria, the equity-accounted associate impairment review, and the FVTPL portfolio valuation;
-- full-population testing of director remuneration and identified related party transactions; and
-- review of the FDL Consultancy Ltd payment population during the year against the IAS 24 disclosures andthe directors' representations regarding the beneficial ownership of that counterparty.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, who were deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or collusion. There are inherent limitations in the audit procedures performed, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters we are required to address
We were appointed as auditors of the Group on 19 April 2023 and this is our third year of engagement. We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by the FRC's Ethical Standard.
Our audit report is consistent with our additional report to the Audit Committee.
Use of our report
This report is made solely to the Company's members, as a body. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Mohammad Sakib ACA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Registered Auditors
40 Gracechurch Street
London
EC3V 0BT
30 April 2026
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2025
2025 2024
Notes GBP GBP
Continuing Operations
Income 3 17,753 118,185
Net gains/(losses) on investments at fair value 18 392,641 (340,498)
Investment dividend income 5,016 2,480
Currency gains/(losses) - 440
Total income 415,410 (219,393)
Financial holdings expenses (20,167) (19,473)
Other cost of sales (46,973) (18,056)
Total Cost of sales (67,140) (37,529)
Gross profit / (loss) 348,270 (256,922)
Administrative expenses excluding exceptional costs (564,156) (320,703)
Exceptional administration costs 5 - (112,777)
Total administrative expenses (564,156) (433,480)
Operating loss before depreciation (215,886) (690,402)
Depreciation and Amortisation 10&11 (30,806) (107,539)
Operating loss (246,692) (797,941)
Net financial income/(expense) 7 44,842 18,432
Other gains/(losses) (61,045) 29,175
Impairment of financial assets (851,977) -
Impairment of associated entities - (109,159)
Share of losses of associated entities 23 (252,366) (197,678)
Profit/(loss) before taxation (1,367,238) (1,057,171)
Taxation 8 (1,176) 43,051
Profit/(loss) for the year (1,368,414) (1,014,120)
Attributable to:
Equity shareholders of the parent (1,368,414) (1,014,120)
Non-controlling interest - -
(1,368,414) (1,014,120)
Earnings per share - GBP (using weighted average number of shares)
Basic and Diluted - Continuing Operations (0.08) (0.13)
Basic and Diluted 9 (0.08) (0.13)
The notes on pages 36 to 59 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2025
2025 2024
GBP GBP
Profit for the financial year (1,368,414) (1,014,120)
Other comprehensive income:
Exchange differences on re-translating foreign operations (273,965) 20,037
Total comprehensive income (1,642,379) (994,083)
Attributable to:
Equity shareholders of the parent (1,642,379) (994,083)
Non-Controlling interest - -
Total Comprehensive income (1,642,379) (994,083)
The notes on pages 36 to 59 form an integral part of this consolidated financial information
.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2025
2025 2024
Notes GBP GBP
Assets
Non-current assets
Intangible assets 10 2,386,119 1,986,276
Property, plant and equipment 11 15,817 15,505
Loans 13 1,087,123 2,772,292
Investments in associated entities 23 1,390,672 1,737,555
Total non-current assets 4,879,731 6,511,628
Current assets
Trade and other receivables 14 833,452 536,593
Financial assets at fair value through profit or loss 12 3,417,171 3,368,193
Cash and cash equivalents 159,569 546,890
Total current assets 4,410,192 4,451,676
Liabilities
Current liabilities
Trade and other payables 15 464,632 573,508
Lease liabilities 16 15,753 -
Total current liabilities 480,385 573,508
Net current assets 3,929,807 3,878,168
Non-current liabilities
Lease liabilities. 16 - -
Total non-current liabilities - -
Net assets 8,809,538 10,389,796
Shareholders' Equity
Share capital 20 196,029 196,029
Share premium 23,814,893 23,752,772
Treasury shares 20 (8,558,935) (8,558,935)
Other reserves (1,620,859) (1,620,859)
Foreign exchange reserve 3,976,912 4,250,877
Retained earnings (8,998,502) (7,630,088)
Total shareholders' equity 8,809,538 10,389,796
Total equity 8,809,538 10,389,796
The notes on pages 36 to 59 form an integral part of this consolidated financial information
These financial statements were approved and authorised by the board on 30 April 2026.
Signed on behalf of the board by:
C. Duncan Soukup Chairman
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2025
Notes 2025 2024
GBP GBP
Cash flows from operating activities
Profit/(Loss) before taxation (1,367,238) (1,057,171)
Adjustments for:
Net finance costs (44,842) (43,327)
Impairment losses on investments 851,977 109,159
Other gains/(losses) 61,045 (29,059)
(Increase)/decrease in trade and other receivables 247,935 429,690
(Decrease)/increase in trade and other payables (108,876) (966,239)
Gain/(loss) on disposal of portfolio investments (253,980) (15,610)
Net exchange differences 138,209 (43,190)
Depreciation and amortisation 10&11 30,806 107,539
Share of losses of associate 252,366 197,678
Fair value movement on portfolio financial assets (130,638) 363,673
Cash generated by operations (323,236) (946,857)
Taxation (1,176) 43,051
Net cash flow from operating activities (324,412) (903,806)
Interest income 363 619
Interest expense (832) (2,781)
Sale/(purchase) of property, plant and equipment - 113,226
Sale/(purchase) of intangible assets (399,843) (293,145)
Receipts from Tappit restitution 224,856 2,085,612
Net (purchase)/sale of portfolio financial assets 165,185 (1,282,467)
Net cash flow in investing activities (10,271) 621,064
Cash flows from financing activities
Issuance of share capital 144,738 716,814
Repayment of borrowings (15,365) (50,514)
Net cash flow from financing activities 129,373 666,300
Net increase in cash and cash equivalents (205,310) 383,558
Cash and cash equivalents at the start of the year 546,890 143,295
Effects of exchange rate changes on cash and cash equivalents (182,011) 20,037
Cash and cash equivalents at the end of the year 159,569 546,890
Non-cash transaction: In January 2025 the Group entered into a lease for premises at Admiral House, Southampton. On commencement, a right-of-use asset of GBP31,118 and a corresponding lease liability of GBP31,118 (before repayment) were recognised. As this is a non-cash transaction it is excluded from the cash flow statement. The carrying amounts at 31 December 2025 are: right-of-use asset GBP15,505 (net of depreciation); lease liability GBP15,753.
Non-cash transaction: during the year ended 31 December 2025, the Group received 29,950,000 warrants in Anemoi International Ltd from the Anemoi Discretionary Trust in return for the cancellation of a USD 345,000 loan (translated at GBP255,474 at the date of the transaction). The warrants were assessed at nil fair value at the date of receipt. An impairment loss of GBP255,474 has been recognised in the income statement (see Note 13 and Note 24).
Tappit restitution receipts of GBP224,856 (FY2024: GBP2,085,612) represent cash received from the Chairman under the restitution commitment disclosed in Note 13. These are classified as investing activities as they represent receipts from a financial asset.
Issuance of share capital: GBP144,738 represents a delayed cash receipt in FY2025 of proceeds from the equity placing completed in December 2024 (total placing proceeds GBP2,177,500; GBP716,814 received in FY2024; GBP1,315,948 received prior to FY2024 or outstanding at 31 December 2024). No new shares were issued in FY2025.
The notes on pages 36 to 59 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2025
Share Share Treasury Other Foreign Exchange Retained
Capital Premium Shares Reserves Reserve Earnings Total
GBP GBP GBP GBP GBP GBP GBP
Balance as at 128,977 21,717,786 (8,558,935) (1,696,321) 4,230,840 (6,615,968) 9,206,379
31 December 2023
Issuance of Share 67,052 2,110,448 - - - - 2,177,500
Capital
Other reserves - - (75,462) - 75,462 - - -
warrants
Total comprehensive - - - - 20,037 (1,014,120) (994,083)
income
Balance as at 196,029 23,752,772 (8,558,935) (1,620,859) 4,250,877 (7,630,088) 10,389,796
31 December 2024
Other reserves - - 62,121 - - - - 62,121
warrants
Total comprehensive - - - - (273,965) (1,368,414) (1,642,379)
income
Balance as at 196,029 23,814,893 (8,558,935) (1,620,859) 3,976,912 (8,998,502) 8,809,538
31 December 2025
*Upon conversion to GBP, the variance between opening and closing rate for the reserves was taken to the Foreign Exchange Reserve
The notes on pages 36 to 59 form an integral part of this consolidated financial information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2025
1. GENERAL INFORMATION
Thalassa Holdings Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 26 September 2007. The Company is a holding company with various interests across a number of industries. Company number 1433759.
Autonomous Robotics Limited ("ARL" - formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa and is an Autonomous Underwater Vehicle ("AUV") research and development company.
Apeiron Holdings (BVI) Ltd is a BVI registered business and is a wholly owned by Thalassa.
Aperion Holdings (BVI) Ltd is the 100% shareholder of Alfalfa Holdings AG, a company registered in Switzerland.
WGP Geosolutions Limited, a wholly owned subsidiary of Thalassa which is non-operational.
Thalassa Holdings (II) Ltd is a wholly owned subsidiary of Thalassa which is non-operational, incorporated and registered in the BVI on 30 January 2023.
DOA Alpha Ltd is a wholly owned subsidiary of Thalassa which is non-operational and registered in the BVI. It has two additional subsidiaries, DOA Exploration Ltd registered in England and Wales and DOA Delta Ltd registered in the BVI, both non-operational.
2. ACCOUNTING POLICIES
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards ("IFRS").
The financial statements have been expressed in GBP since 2021, being the functional currency of DOA Exploration Ltd, and Autonomous Robotics Limited. The underlying records of the Company and other subsidiaries are maintained in their respective functional currencies, being US Dollars except for WGP Geosolutions Ltd in Euro and Alfalfa Holdings AG in Swiss francs.
The principal accounting policies are summarised below. They have been applied consistently throughout the period covered by these financial statements.
1. FX ACCOUNTING POLICY
The presentational currency of the financial statements is GBP, whereas the functional currency of the Company is US Dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the presentational currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the statement of comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated subsequent to initial recognition.
DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and have a functional currency of GBP. Exchange differences on the retranslation of operations denominated in foreign currencies are included in Other Comprehensive Income.
Year-end GBPUSD exchange rate as at 31 Dec 2025: 1.3448 (2024: 1.2515) Average GBPUSD exchange rate as at 31 Dec 2025: 1.2982 (2024: 1.2623)
Year-end GBPEUR exchange rate as at 31 Dec 2025: 1.1461 (2024: 1.2093) Average GBPEUR exchange rate as at 31 Dec 2025: 1.1777 (2024: 1.1810)
Year-end GBPCHF exchange rate as at 31 Dec 2025: 1.0672 (2024: 1.1360) Average GBPCHF exchange rate as at 31 Dec 2025: 1.1016 (2024: 1.1037)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2025
2. GOING CONCERN
The financial statements have been prepared on the going concern basis. The directors have assessed the Group's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements, being 30 April 2026.
Basis of assessment
The assessment has taken into account the Group's current financial position, its operating cash requirements, the expected timing of cash receipts, and the funding requirements of its principal subsidiary, Autonomous Robotics Limited. The directors have considered information known and reasonably knowable at the date of approval, including possible outcomes of events and changes in conditions, and have subjected the base-case forecast to sensitivity analysis.
Conditions giving rise to material uncertainties
The directors have identified the following events and conditions that, individually and in aggregate, may cast significant doubt on the Group's and the Company's ability to continue as a going concern:
(i) Group cash position and operating cash requirements. At 31 December 2025, the Group held net cash and cash equivalents of GBP159,569 (2024: GBP546,890). The Group generated a net operating cash outflow of GBP324,411 for the year ended 31 December 2025. Autonomous Robotics Limited, the Group's principal operating subsidiary, held cash of GBP23,527 at 31 December 2025, which is insufficient to fund its own operations beyond the near term without ongoing financial support from the Group. The Group does not hold committed external borrowing facilities.
(ii) Tappit restitution - timing of the final property sale receipt. A balance of GBP689,531 remains receivable from the Executive Chairman under the Tappit restitution commitment described in Note 13. The Chairman entered into a sale and purchase agreement for the relevant personal property in June 2024, with final proceeds expected to be received by Thalassa by the end of June 2026. Registered charges in favour of the Group have been placed over the relevant properties. The property sale is under contract and the timing risk - rather than the question of whether a sale will occur - represents the principal going concern consideration in respect of this balance.
The restitution commitment itself is made on a voluntary basis rather than as a legally binding contractual obligation. However, the Group has received GBP2.3 million against this commitment since 2023, establishing a track record of receipt that the directors consider to be strong evidence of the Chairman's intention to fulfil the commitment in full. The remaining balance of GBP689,531 represents a materially smaller amount relative to amounts already received. The directors have a high degree of confidence that this balance will be received within the assessment period; however, as receipt remains contingent on the property sale completing to schedule and the subsequent transfer of proceeds, it cannot be treated as unconditionally assured for going concern purposes.
(iii) Dependence on the ARL development programme achieving commercial deployment and on continued Chairman support. Autonomous Robotics Limited is a pre-revenue development-stage company engaged in the development of autonomous underwater vehicle technology, specifically the FlyingNode seismic sensing system. The Group has capitalised GBP2,183,347 of development costs and GBP202,772 of patent costs in respect of this programme at 31 December 2025 (Note 10). The FlyingNode programme has progressed through inland trials in 2025, with stable control, mission management, and localisation capabilities successfully demonstrated. First commercial deployment of individual FlyingNode units is targeted for 2026, with initial node sales expected to generate probable future economic benefits from that point within the meaning of IAS 38.57(d).
Until such time as the ARL programme generates sufficient revenue to fund its own operations, ARL is dependent on financial support from the Group. ARL's near-term monthly funding requirement is approximately GBP30,000 to GBP40,000, representing personnel and operational costs funded by intercompany loans and capital contributions from the Group. The Executive Chairman has confirmed his intention to continue providing such support until the Group reaches a self-funding position. This intention is not contractually committed beyond the amounts outstanding under the Tappit restitution arrangement and the existing intercompany funding structure.
(iv) ARL external fundraising requirement. Commercial scale-up of the ARL FlyingNode programme beyond the near-term assessment period is conditional on the successful completion of an external fundraising by Autonomous Robotics Limited, targeted at approximately GBP10 million. This fundraising is expected to be concluded in 2026 or as soon thereafter as practicable. No such fundraising has been committed or contracted at the date of this report. If the fundraising is not concluded on the timeline anticipated, further extension to the development programme would be required.
Trust loan receivable
The Group holds a loan receivable from the THAL Discretionary Trust of GBP1,087,123 at 31 December 2025 (Note 13). The Executive Chairman acts as Trustee of the THAL Discretionary Trust. The directors consider the loan to be Stage 2 (significant increase in credit risk) and a loan impairment of GBP421,831 is recognised. The Trust loan has been assessed under IFRS 9.5.5. There has been a significant increase in credit risk (SICR) since the loan was first recognised, supported by no principal repayment, no enforcement mechanism and lifetime probability of default assessed due to: (i) collateral decrease in value (ii) accumulated interest without settlement (iii) no fixed maturity, lack of documented repayment schedule or formal security, (iv) related party concentration (IFRS 9 B5.5 17). Reference is made to the Basis for Qualified Opinion section of the auditor's report in respect of this balance.
Mitigating factors
The directors have taken account of the following factors in forming their going concern assessment:
The Group held financial assets at fair value through profit or loss of GBP3,417,171 at 31 December 2025, comprising quoted equity holdings in Newmark Security plc, Surgical Innovations Group plc, and other listed securities, held through regulated custodian accounts at W.H. Ireland Limited and Julius Baer. These assets are realisable within normal market settlement periods and represent the principal source of liquidity available to the Group over the assessment period. A 10% decline in the value of the quoted portfolio would reduce this amount by approximately GBP342,000, which would not of itself cause the Group to be unable to meet its obligations as they fall due.
The Tappit restitution is supported by a signed and dated sale and purchase agreement for the Chairman's personal property (June 2024), with registered charges in place. GBP2.3 million has been received under this commitment since 2023. The remaining balance of GBP689,531 is expected to be received by June 2026 on completion of the property sale.
ARL's cost-to-complete for the 12-month assessment period does not require external fundraising to be concluded, as the near-term programme is expected to be sustained by ongoing intercompany funding from the Group at approximately GBP30,000 to GBP40,000 per month. Near-term resource requirements through Q4 2026 deployment are met from existing Group resources. Budgeted cash requirements are covered by Tappit restitution receivables GBP689,521.
Material uncertainties
Notwithstanding the mitigating factors described above, the directors acknowledge that the matters set out in conditions (i), (ii), (iii), and (iv) above represent material uncertainties that may, individually or in combination, cast significant doubt on the Group's and the Company's ability to continue as a going concern. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate. Should the Group be unable to continue as a going concern, adjustments would be required to reduce asset values to their recoverable amounts and to reclassify non-current liabilities as current.
3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group changed to UK-adopted International Accounting Standards with effect from 1 January 2021 from EU-adopted International Financial Reporting Standards (IFRSs). At that date, there were no differences between UK-adopted IFRS and EU-adopted IFRS.
Standards issued but not yet effective: There were a number of standards and interpretations which were in issue during the current period but were not effective at that date and have not been adopted for these Financial Statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Group's Financial Statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Group and have / will be incorporated in the preparation of the Group Financial Statements from the effective dates noted below.
The new or amended standards include:
IAS 21 Lack of Exchangeability
Standards issued but not yet effective:
IFRS 9 & IFRS 7 Classification and Measurement of Financial Instruments 1
IFRS 9 & IFRS 7 Contracts Referencing Nature-dependent Electricity 1
IFRS 19 Disclosures 2
IFRS 18 Presentation and Disclosure in Financial Statements 2
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual periods beginning on or after 1 January 2027
4. BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non- controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Prior year comparatives have been reclassified to conform to current year presentation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2025
5. JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key judgement areas relate to the carrying value of provisions for loans receivable. Plant and Equipment is reviewed annually for indication of impairment. Intellectual property is amortised and also reviewed annually for indication of impairment. Patent costs are not yet being amortised as the related technology has not yet reached commercial deployment (expected 2026; see Note 10). Amortisation will commence from the date of first commercial deployment in accordance with IAS 38.97. Loans receivable are reviewed for potential recovery and impairments included where necessary. Capitalised research and development costs are reviewed annually for indication if impairment.
Judgement is also made in respect of the accounting treatment of the THAL Discretionary Trust. Management's assessment is based on various indicators including activities, decision-making, benefits and risks of the Trust. Based on this assessment, management consider that the THAL Discretionary Trust should not be consolidated.
Key sources of estimation uncertainty: (1) Development costs (carrying value GBP2,386,119): the directors have assessed that the criteria for continued capitalisation under IAS 38 are met. If the programme were to be discontinued, a full impairment of GBP2,386,119 would be required. (2) Trust loan (carrying value GBP1,087,123): the directors consider the loan impaired. (3) Tappit restitution (carrying value GBP689,531): the recoverability of this balance is dependent on the Chairman's personal property sale completing. If the sale were not to complete, a provision for the full balance of GBP689,531 would be required. (4) FVTPL portfolio (GBP3,417,171): quoted holdings are measured at market price. A 10% decline in quoted portfolio values would reduce the carrying amount by approximately GBP341,717.
Significant influence over investee companies (IAS 28.5): The Group holds investments in Newmark Security Plc (21.9%) and Surgical Innovations Group Plc (22.9%), both of which exceed the 20% threshold giving rise to a rebuttable presumption of significant influence. The directors have rebutted the presumption in both cases on the basis of: no representation on the board of directors of the investees on Thalassa's behalf; no transactions with the investees beyond passive holding; no managerial interchange; and no provision of essential technical information. The investments are accordingly classified as financial assets at fair value through profit or loss rather than associates accounted for using the equity method.
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less depreciation and any provision for impairment. Cost includes the purchase price, including import duties, non-refundable purchase taxes and directly attributable costs incurred in bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended. Cost also includes capitalised interest on borrowings, applied only during the period of construction.
Property, plant and equipment is depreciated on a straight-line basis from the date the asset is put into use, applying the following useful lives by class: Land - not depreciated; Buildings - up to 50 years; Plant and equipment - 3 to 10 years; Motor vehicles - 4 to 5 years. The carrying value is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
7. INTANGIBLE ASSETS
GOODWILL
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2.16) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash- generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated statement of income. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. Such intangible assets are carried at cost less amortisation. Amortisation is charged to 'Administrative expenses' in the Statement of Comprehensive Income on a straight-line basis over the intangible assets' useful economic life. The amortisation is based on a straight-line method typically over a period of 1-10 years depending on the life of the related asset. Amortisation begins when the intangible asset is available for use, being the date it is in the location and condition necessary for it to be capable of operating in the manner intended by management. For development costs, this is the date of first commercial deployment. Until that date, the asset is tested for impairment annually in accordance with IAS 36.10.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs are capitalised only when ALL of the following six criteria in IAS 38.57 are demonstrated concurrently: (a) the technical feasibility of completing the intangible asset; (b) the intention to complete the intangible asset and use or sell it; (c) the ability to use or sell the intangible asset; (d) the existence of probable future economic benefits; (e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset; (f) the ability to reliably measure expenditure attributable to the asset during its development.
OTHER INTANGIBLE ASSETS
Other intangible assets, including patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
8. IMPAIRMENT OF ASSETS
An assessment is made at each reporting date of whether there is any indication of impairment of any asset, or whether there is any indication that an impairment loss previously recognised for an asset in a prior period may no longer exist or may have decreased. If any such indication exists, the asset's recoverable amount is estimated. An asset's recoverable amount is calculated as the higher of the asset's value in use or its net selling price.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged to the statement of income in the period in which it arises. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carrying amount that would have been determined (net of any depreciation / amortisation), had no impairment loss been recognised for the asset in a prior period. A reversal of an impairment loss is credited to the statement of income in the period in which it arises.
9. INVESTMENTS
Financial assets at fair value through profit or loss investments are initially measured at cost, including transaction costs. Gains and losses arising from changes in fair value are recognised at fair value through profit or loss.
10. REVENUE
Revenue is measured at the fair value of the consideration received or receivable.
In respect of contracts which are long term in nature and contracts for ongoing services, revenue, restricted to the amounts of costs that can be recovered, is recognised according to the value of work performed in the period. Revenue in respect of such contracts is calculated on the basis of time spent on the project and estimated work to completion.
Where the outcome of contracts which are long term in nature and contracts for ongoing services cannot be estimated reliably, revenue is recognised only to the extent of the costs recognised that are recoverable.
Where payments are received in advance in excess of revenue recognised in the period, this is reflected as a liability on the statement of financial position as deferred revenue.
Rental income from investment properties leased out under operating leases is recognised net of VAT, returns, rebates and discounts in the Income Statement on a straight-line basis over the term of the lease. The directors consider this is in line with when the Company's performance obligations are satisfied. Standard payments terms are that services are paid in advance. When the Group provides lease incentives to its tenants the cost of incentives are recognised over the lease term, on a straight-line basis, as a reduction to income.
The Group's only revenue from contracts with customers is rental income of GBP17,753 (2024: GBP118,185) arising from the lease of property by Alfalfa Holdings AG. Revenue is recognised on a straight-line basis over the lease term. No contract assets or liabilities exist at 31 December 2025.
11. TAXATION
The Company is incorporated in the BVI as an IBC and as such is not subject to tax in the BVI. DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and are therefore subject to UK tax regulations. Alfalfa Holdings AG is incorporated in Switzerland in the canton of Lucerne and are subject to Swiss tax regulations.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the reporting date. Tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise, tax is recognised in the income statement.
Deferred tax is provided in full using the liability method on all timing differences which result in an obligation at the reporting date to pay more tax, or the right to pay less tax, at a future date, at rates that are expected to apply when they crystalise based on current tax rates. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Deferred tax is not provided when the amounts involved are not significant.
12. BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets until such a time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit and loss in the period incurred.
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument.
Loans and receivables are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest, and the impairment of financial assets held at amortised cost is assessed using the expected credit loss (ECL) model under IFRS 9. For trade receivables the Group applies the simplified approach, recognising lifetime ECL. For other financial assets, including loans, the Group applies the general approach: a 12-month ECL allowance is recognised where credit risk has not increased significantly since initial recognition (Stage 1), and a lifetime ECL allowance is recognised where there has been a significant increase in credit risk (Stage 2) or where the asset is credit-impaired (Stage 3). ECL allowances reflect probability-weighted outcomes, the time value of money, and reasonable and supportable forward-looking information. Such provisions are recognised in the statement of income.
Financial assets at fair value through profit or loss (FVTPL) - Equity investments are classified as financial assets at fair value through profit or loss (FVTPL) in accordance with IFRS 9.4.1.4. No irrevocable election to classify any equity instrument at fair value through other comprehensive income (FVOCI) has been made at initial recognition. Changes in fair value are recognised in profit or loss in the period in which they arise.
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost less appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised in the statement of income.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments with maturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
Share Capital - Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxation, from the proceeds.
Treasury shares - Where any Group company purchases the Company's equity share capital, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders until the shares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Borrowings are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest.
14. BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to any former owners and the equity interests issued by the Group in exchange for control. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests and the fair value of the acquirer's previously held equity interest (if any) over the net of the acquisition- date amounts of the identifiable assets acquired, and the liabilities assumed.
15. INVESTMENT IN ASSOCIATED ENTITIES
Investments in associates are those over which the Group has significant influence. These are accounted for using the equity method of accounting. Significant influence is considered to be participation in the financial and operating policy decisions of the investee and is usually evidenced when the Group owns between 20% and 50% of that company's voting rights.
Investments in associates are initially recorded at cost and the carrying amount is increased or decreased to recognise the Group's share of the profits or losses of the associate after acquisition. At the date of acquisition any excess of the cost of acquisition over the Group's share of the fair values of the identifiable net assets of the associate is recognised as goodwill. The carrying amount of these investments is reduced to recognise any impairment of the value of the individual investment. If the Group's share of losses exceeds its interest in an associate the carrying value of that investment is reduced to nil and the recognition of any further losses is discontinued unless the Group has an obligation to make further funding contributions to that associate.
The Group's share of associates' post-acquisition profits or losses is recognised in profit or loss and the post-acquisition movements in other comprehensive income is recognised within other comprehensive income.
16. LEASES (IFRS 16)
At the commencement date of a lease the Group recognises a right-of-use asset and a corresponding lease liability, measured at the present value of the lease payments over the lease term, discounted at the incremental borrowing rate. The right-of-use asset is measured at cost, comprising the initial measurement of the lease liability and any initial direct costs, and is depreciated on a straight-line basis over the shorter of its useful life and the lease term. The Group applies the short-term lease exemption (leases with a remaining term of 12 months or less) and the low-value asset exemption where the underlying asset value, when new, is below the Group's low-value threshold.
17. CASH FLOW STATEMENT
Interest received and paid is classified as an investing cash flow, as it represents a return on the Group's invested cash and loan assets. This policy is applied consistently across all periods presented. Prior year comparatives have been reclassified to conform with the current year presentation where necessary.
Receipts from the Tappit restitution arrangement are classified as investing activities, as they represent the recovery of a financial asset (portfolio holdings) rather than a financing transaction.
Foreign currency cash flows: cash flows arising from transactions in foreign currencies are recorded at the exchange rate at the date of the transaction. The effects of exchange rate movements on monetary assets and liabilities denominated in foreign currencies are presented as a non-cash adjustment within operating activities ('Net exchange differences'). The effect of exchange rate movements on cash and cash equivalents held in foreign currencies is presented separately at the foot of the cash flow statement in accordance with IAS 7.28, in order to reconcile opening and closing cash and cash equivalents on a constant currency basis.
18. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the parent by the weighted average number of ordinary shares in issue during the period (excluding any treasury shares held by the Group). Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares for the dilutive effect of any potential ordinary shares (such as share options and warrants), unless the effect is anti-dilutive.
19. SHARE-BASED PAYMENTS
The Group issues equity-settled share-based payments to certain individuals (including warrants and share options). The fair value of the share-based payment is determined at the grant date using the Black-Scholes pricing model, taking into account the exercise price, the market price at grant date, expected volatility, expected dividend yield, expected option life and the risk-free interest rate. The fair value is recognised as an expense on a straight-line basis over the vesting period, with a corresponding credit to equity. Where the share-based payment vests immediately, the full charge is recognised at the grant date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
3. SEGMENT INFORMATION
Management have chosen to organise the Group information by revenue generated. During the year the Group had two operating segments comprised of rental income through the Aperion Group and Product Development through the rest of the Group.
Information related to each reportable segment is set out below.
Rental Income Other non-reportable segments Total Continuing Operations
GBP GBP GBP
Segment income statement
Revenue 17,753 - 17,753
Expenses (192,862) (1,161,323) (1,354,185)
Depreciation - (30,806) (30,806)
Profit/loss before tax (175,109) (1,192,129) (1,367,238)
Attributable income tax expense (1,092) (84) (1,176)
Profit/loss for the period (176,201) (1,192,213) (1,368,414)
Rental Income Other non-reportable segments Total Continuing Operations
GBP GBP GBP
Segment statement of financial position
Non-current assets - 4,879,731 4,879,731
Current assets 55,521 4,354,671 4,410,192
Assets 55,521 9,234,402 9,289,923
Current liabilities 436,152 44,233 480,385
Non-current liabilities - - -
Liabilities 436,152 44,233 480,385
Net assets (380,631) 9,190,169 8,809,538
Shareholders' equity (380,631) 9,190,169 8,809,538
Total equity (380,631) 9,190,169 8,809,538
The decrease in rental income from GBP118,185 (FY2024) to GBP17,753 (FY2025) reflects the surrender of Alfalfa's lease of the Villa Kramerstein estate in April 2024 and subsequent new lease of the ground floor of one of the estate buildings.
4. OPERATING LOSS FOR THE PERIOD
The operating profit for the year is stated after charging:
2025 2024
GBP GBP
Wages and salaries 308,216 84,533
Social security costs 29,657 28,419
Pension costs 15,491 15,496
Audit fees 45,512 39,300
Legal and professional fees 271,412 295,243
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
5. EXCEPTIONAL COSTS
2025 2024
GBP GBP
Exceptional costs
Equity placing related costs - 112,777
Total Exceptional costs - 112,777
6. EMPLOYEES
The average number of employees (excluding the Directors) employed by the Group was:-
2025 2024
Development 5 5
5 5
7. NET FINANCIAL EXPENSE
2025 2024
GBP GBP
Loan interest receivable 45,311 45,489
Bank interest receivable - 619
Bank interest payable - (2,781)
Other interest receivable 363 -
Other interest payable (197) -
Lease liability (635) (24,895)
44,842 18,432
8. INCOME TAX EXPENSE
2025 2024
GBP GBP
Profit/(loss) before tax from continuing operations (1,367,238) (1,014,120)
Tax at applicable rates (341,810) (192,683)
BVI parent company (exempt from tax as IBC) 341,810 192,683
R&D Tax Credits relating to current year - (43,051)
Overseas tax 1,176 -
Total Tax on continuing operations 1,176 (43,051)
The applicable tax rates in relation to the Group's profits are BVI 0%, UK 25% and Swiss 11.9% (2024: 0%,25% and 12.4%).
Autonomous Robotics Ltd has unused trading losses carried forward of approximately GBP5.1m available for utilisation against future trading profits.
Deferred tax: The Group has deferred tax assets in respect of carried-forward tax losses of UK subsidiaries that have not been recognised in these financial statements. The aggregate unrecognised deferred tax asset at 31 December 2025 is approximately GBP1,275,000 (ARL: GBP5.1m losses × 25%) plus any additional unrecognised assets in other Group entities. No deferred tax asset has been recognised because there is not sufficient certainty that future taxable profits will be available against which the losses can be utilised within a reasonable timeframe.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
9. EARNINGS PER SHARE
2025 2024
GBP GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of shares:
Profit/(loss) for the year from continuing operations (1,368,414) (1,014,120)
Profit for the year (1,368,414) (1,014,120)
Weighted average number of shares of the Company 16,655,838 8,112,879
Earnings per share:
Basic and Diluted (GBP) from continuing operations (0.08) (0.13)
Number of shares outstanding at the period end:
Number of shares in issue 16,655,838 7,945,838
Issuance of Share Capital - 8,710,000
Basic number of shares in issue 16,655,838 16,655,838
The weighted average number of ordinary shares used in the calculation of basic earnings per share is 16,655,838 (2024: 8,112,879), being the total weighted average shares in issue of 29,562,359 throughout FY2025 less 12,906,521 treasury shares held by DOA Alpha Ltd throughout the period. Diluted loss per share equals basic loss per share. Warrants over 4,195,553 ordinary shares (exercise price 30p, expiring 31 December 2029) have been excluded from the diluted calculation as they are anti-dilutive; the exercise price exceeds the average market price during the year and the Group is loss-making.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
10. INTANGIBLE ASSETS AND GOODWILL
Development
costs Patents Software Total
GBP GBP GBP GBP
At 31 December 2023
Cost 1,512,237 180,894 25,096 1,718,227
Accumulated Impairment - - (20,914) (20,914)
Net book amount 1,512,237 180,894 4,182 1,697,313
Full-year ended 31 December 2024
Opening net book amount 1,512,237 180,894 4,182 1,697,313
Additions 284,096 9,049 - 293,145
Disposal - - (696) (696)
Amortisation charge - - (3,486) (3,486)
Closing net book amount 1,796,333 189,943 - 1,986,276
At 31 December 2024
Cost 1,796,333 189,943 - 1,986,276
Accumulated Impairment - - - -
Net book amount 1,796,333 189,943 - 1,986,276
Full-year ended 31 December 2025
Opening net book amount 1,796,333 189,943 - 1,986,276
Additions 387,014 12,829 - 399,843
Closing net book amount 2,183,347 202,772 - 2,386,119
At 31 December 2025
Cost 2,183,347 202,772 - 2,386,119
Accumulated Amortisation - - - -
Net book amount 2,183,347 202,772 - 2,386,119
The intangible assets held by the group increased as a result of capitalising the development costs and patent fees of Autonomous Robotics Ltd.
Impairment assessment - development costs: The Group's capitalised development costs of GBP2,386,119 (FY2024: GBP1,986,276) relate entirely to the ARL autonomous underwater vehicle (AUV) programme, which constitutes a single cash-generating unit. The recoverable amount has been assessed on a value-in-use basis using discounted cash flow projections prepared by management. Key assumptions include: expected date of first commercial deployment (2026) and a pre-tax discount rate of 30%. The assessment supports the carrying value of GBP2,386,119. A sensitivity analysis shows that a 40% reduction in projected revenues would not result in an impairment. No impairment has been recognised in the year (FY2024: nil).
The Group's patents relate entirely to the ARL FlyingNode programme. The technology has not yet reached commercial deployment (expected 2026), and the patents are not yet available for use within the meaning of IAS 38.97. No amortisation has been charged. The patents are assessed for impairment as part of the ARL CGU assessment described above.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
11. PROPERTY, PLANT AND EQUIPMENT
Plant
Land and and Motor
Total buildings Equipment Vehicles
Cost GBP GBP GBP GBP
Cost at 1 January 2024 2,516,307 2,146,991 132,803 236,513
FX movement (25,676) (25,676) - -
2,490,631 2,121,315 132,803 236,513
Additions - - - -
Disposals (2,123,043) (2,121,315) (1,728) -
Cost at 31 December 2024 367,588 - 131,075 236,513
Depreciation
Depreciation at 1 January 786,383 462,300 130,237 193,846
FX movement 70,486 70,486 - -
856,869 532,786 130,237 193,846
Charge for the year on continuing operations 104,054 74,326 1,283 28,445
Foreign exchange effect on year end translation (1,322) (1,322) - -
Reclassification of Motor Vehicles to FVTPL (607,518) (605,790) (1,728) -
investments
Depreciation at 31 December 2024 352,083 - 129,792 222,291
Closing net book value at 31 December 2024 15,505 - 1,283 14,222
Cost at 1 January 2025 367,588 - 131,075 236,513
FX movement - - - -
367,588 - 131,075 236,513
Additions 31,118 31,118 - -
Disposals (23,360) - (23,360) -
Cost at 31 December 2025 375,346 31,118 107,715 236,513
Depreciation
Depreciation at 1 January 352,083 - 129,792 222,291
FX movement - - -
352,083 - 129,792 222,291
Charge for the year on continuing operations 30,806 15,559 1,025 14,222
Foreign exchange effect on year end translation - - - -
Disposals (23,360) - (23,360) -
Depreciation at 31 December 2025 359,529 15,559 107,457 236,513
Closing net book value at 31 December 2025 15,817 15,559 258 -
As outlined in note 2.6, an assessment is made at each financial reporting date as to whether there is any indication of impairment of any asset. An impairment review of the Group's equipment has been undertaken, taking into account obsolescence, market conditions, value in use and useful economic life. As a result, there has been no impairment charge in 2025 (2024: GBPnil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
12. INVESTMENTS - FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The Group classifies the following financial assets at fair value through profit or loss (FVPL):-
These investments have been valued incorporating fair value hierarchy (IFRS 13.93): Level 1 (quoted prices in active markets): NWT GBP2,108,938; SUN GBP965,160; other quoted holdings GBP320,986. Level 2 (observable inputs other than Level 1): nil. Level 3 (unobservable inputs): JANZZ AG GBP22,087 (basis: cost less impairment assessment; see below); DGI GBPnil (basis: management estimate, AIM listing cancelled 31 January 2025, liquidators appointed 9 May 2025). Total FVTPL investments GBP3,417,171. There were no transfers between levels during the year. The valuation technique for JANZZ AG and DGI is described in Note 12 below (Impairment assessment).
Equity investments that are held for trading.
2025 2024
GBP GBP
Financial assets at fair value through profit or loss
At the beginning of the period 3,368,193 1,159,250
Additions 1,611,126 2,713,615
Unrealised gain/(losses) 384,618 (348,063)
Disposals (1,776,311) (147,962)
Impairments (173,327) -
Forex on opening balance 2,872 (8,647)
3,417,171 3,368,193
The Group holds 21.9% of the ordinary share capital of Newmark Security plc. IAS 28.5 presumes significant influence at this level of ownership. The directors have concluded that significant influence does not exist because of the Group's inability to participate in financial and operating policy decisions including decisions about dividends and other distributions, absence of board representation, lack of transactions, provision of technical information or interchange of managerial personnel between the Group and NWT. On this basis the investment continues to be classified at FVTPL. During FY2025 Thalassa wrote a public letter to the NWT board addressing governance matters, which was followed by board composition changes at NWT. The Group has assessed whether this engagement constitutes participation in policy-making under IAS 28.6(c). The Group's assessment is that the letter was addressed to the Board as a public communication, not to management in the context of any consultative process; no changes to dividend policy, strategy or operations were directly attributable to Thalassa's specific intervention. The Group accordingly continues to rebut the IAS 28.5 presumption in respect of NWT.
The Group holds 22.9% of the ordinary share capital of Surgical Innovations Group plc. C. Duncan Soukup was appointed as a non-executive director of SUN on 29 September 2025 in a personal capacity, without nomination by Thalassa. The appointment does not carry any right to participate in dividend or distribution decisions on behalf of Thalassa. Thalassa has no board representation rights at SUN, no transactions with SUN, and no provision of technical information or interchange of managerial personnel. On this basis, the Board has assessed that the IAS 28.5 presumption is rebutted and that significant influence does not exist.
JANZZ AG (Level 3): the JANZZ AG investment is an unquoted Swiss holding. The FY2024 audited accounts of JANZZ AG include a going concern emphasis. The investment has been written down to the Group's proportionate share of net assets, approximately GBP22,087 (FY2024: GBP187,413 at cost). Impairment of GBP165,596 has been recognised in profit or loss in FY2025.
DG Innovate plc (Level 3): the AIM listing of DG Innovations plc was cancelled on 31 January 2025. Following appointment of liquidators on 9 May 2025 the investment has been written down to Nil. Impairment of GBP8,000 has been recognised in profit or loss in FY2025.
There are no Thalassa Holdings ordinary shares included as FVTPL assets.
Level 3 reconciliation Janzz DGI Total
GBP GBP GBP
Opening balance 187,413 8,000 195,413
Impairment recognised in P&L (165,596) (8,000) (173,596)
FX 270 - 270
Closing balance 22,087 - 22,087
Reconciliation to impairment of financial assets: Anemoi loan write-off GBP256,550 (GBP255,474 plus FX GBP1,076), Janzz AG GBP165,596, DGI GBP8,000 and Discretionary Trust Loan impairment GBP421,831. Total GBP851,977.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
13. LOANS AND PORTFOLIO HOLDINGS
2025 2024
GBP GBP
Loans at 1 January 1,573,434 1,501,158
Accrued interest 45,311 45,489
Loan impairment (421,831) -
Forex on opening balance (109,791) 26,787
Loans at 31 December 1,087,123 1,573,434
Portfolio Holdings at 1 January 1,198,858 3,284,471
Repaid (224,856) (2,085,613)
Write off (255,474) -
Reclassification of Tappit restitution to other receivables (689,531)
Forex (28,997) -
Portfolio holdings at 31 December - 1,198,858
Total of loans and holdings 1,087,123 2,772,292
The Loan is to the THAL Discretionary Trust, interest is payable at 3% per annum (reviewed periodically).
The THAL Discretionary Trust is a trust, independent of Thalassa, established for the benefit of individuals or parties to whom the Trustees wish to make awards at their discretion.
The loan to the THAL Discretionary Trust is denominated in US dollars. In accordance with IAS 21.23, the loan is retranslated at the closing GBP/USD exchange rate at each reporting date. The carrying amount of GBP1,087,123 at 31 December 2025 represents a USD principal and interest of USD 1,461,963 translated at the closing GBP/USD rate of 1.3448. The foreign exchange movement of GBP(109,791) (FY2024: GBP26,787) has been recognised in profit or loss for the period.
IFRS 9 staging (Trust loan): The Trust loan has been assessed under IFRS 9.5.5. There has been a significant increase in credit risk (SICR) since the loan was first recognised, supported by no principal repayment, no enforcement mechanism and lifetime probability of default assessed due to: (i) collateral decrease in value (ii) accumulated interest without settlement (iii) no fixed maturity, lack of documented repayment schedule or formal security, (iv) related party concentration (IFRS 9 B5.5 17). Stage 2 (significant increase in credit risk) is determined and a loan impairment of GBP421,831 is recognised. A 10% decrease in quoted market prices at 31 December 2025 would reduce the carrying amount by approximately GBP109k.
During the year the Group received 29,950,000 warrants in Anemoi International Ltd from the Anemoi Discretionary Trust in return for the cancellation of the outstanding loan balance of USD345,000 (translated at GBP255,474). The warrants were assessed at a fair value of approximately GBPnil (30p strike price versus Anemoi share price of approximately 0.4p at 22 July 2025). The carrying amount of the loan at the date of cancellation was GBP255,474. An impairment loss of GBP255,474 has been recognised in profit or loss in accordance with IFRS 9.5.5.
14. TRADE AND OTHER RECEIVABLES
2025 2024
GBP GBP
Trade receivables 21,332 82,250
Other receivables 55,961 227,795
Corporation tax - 116,691
Prepayments 66,628 109,857
Tappit restitution - reclassification from loans 689,531 -
Total trade and other receivables 833,452 536,593
The Directors consider that the carrying value of trade and other receivables is approximate to their fair value.
In September 2020 a loan was issued to Tappit Technologies (UK) Ltd for GBP3m, in the form of a convertible loan note and incurred a non-compounding interest charge of 8% with a maturity date 36 months post agreement date. Without prior notification, Thalassa was advised on 26th January 2023, that Messrs Taylor and Pitts of Begbies Traynor (Central) LLP had been appointed as administrators of Tappit on the 20th January 2023 and that a sale of Tappit's business and assets by way of a pre-packaged sale to Tap Holdco Limited completed on the same date.
Thalassa announced on 27th January 2023 that the position was being written down to GBP0 in the books. The Chairman, commensurately announced that on an exceptional and purely moral basis he would contribute net proceeds from the sale of personal property up to the amount of Thalassa's initial investment of GBP3m. During 2025 a further GBP0.2m was settled leaving a total of GBP2.3m repaid by the Chairman and GBP0.7m owed as at 31 December 2025.
IFRS 9 staging (Tappit restitution): The directors have assessed this balance under IFRS 9.5.5. Based on the executed sale agreements for the Chairman's property, the registered charges against the properties, and the GBP2.3m already received under the restitution commitment, the directors have assessed credit risk as not having increased significantly since initial recognition. The balance is assessed as Stage 1. A 12-month ECL allowance has been estimated and determined to be immaterial based on the probability-weighted recovery analysis.
15. TRADE AND OTHER PAYABLES
2025 2024
GBP GBP
Trade payables 103,156 151,667
Other payables 32,941 10,501
Accruals 328,535 411,340
Total trade and other payables 464,632 573,508
16. LEASE LIABILITIES
2025 2024
Non-current liabilities GBP GBP
Lease liabilities - -
- -
2025 2024
Current liabilities GBP GBP
Lease liabilities 15,753 -
15,753 -
The Group also occupies office premises in Monaco under a lease arrangement. This lease has been assessed against the IFRS 16 recognition criteria. The Monaco lease qualifies as a short-term lease under IFRS 16.5(a) as the lease term at commencement was 12 months or less. The Group has elected to apply the short-term lease exemption. Lease payments of GBP59,721 have been recognised as an expense on a straight-line basis.
The incremental borrowing rate applied to the lease liability recognised on commencement of the ARL Southampton lease in January 2025 was 2.5%. Total cash outflows for leases during the year ended 31 December 2025 were GBP16,000, comprising the principal element of GBP15,366 classified within financing activities and the interest element of GBP634 (see also Note 2.17 - Cash Flow Statement presentation).
Maturity analysis of lease liabilities (undiscounted contractual cash flows):
GBP
Within 1 year 16,000
1-5 years -
Over 5 years -
Total undiscounted cash flows 16,000
Effect of discounting (247)
Carrying amount of lease liability at 31 December 2025 15,753
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
17. SHARE BASED PAYMENTS
Warrants Outstanding
2025 2024
Number of Warrants Granted 4,926,553 4,926,553
Vesting Period 5 Years 5 Years
Warrant strike price 30.00p 30.00p
Share price at grant date 23.50p 23.50p
Volatility 10.98% 10.98%
Risk-free interest rate 4.30% 4.30%
Life of Warrant 5 Years 5 Years
Fair Value GBP 75,462 75,462
During 2024, effective on the placement of shares, the Company issued 4,926,553 warrant instruments. The exercise period for the warrants is 5 years and the exercise price for the warrants is the Subscription Price.
The warrants have been valued at fair value using the Black-Scholes model.
The warrants were granted and vested in full in December 2024. The fair value of GBP75,462 was determined at the grant date using the Black-Scholes model with the inputs shown, which are grant-date assumptions and are not updated subsequently. The annualised volatility of 10.98% was derived from the observed price history of the Company's ordinary shares over a period commensurate with the expected life of the warrants.
Dividend yield: 0.00% (2024: 0.00%). Weighted average fair value per warrant at grant date: 1.53p (GBP75,462 divided by 4,926,553 warrants) (2024: 1.53p). The warrants vested in full at the grant date in December 2024. The Black-Scholes inputs shown are grant-date assumptions. The fair value of GBP75,462 is a completed historical measurement and is not updated in subsequent periods.
Non -
Executive
Director director Other
share share share
warrants warrants warrants
Outstanding at 1 January 2025 4,195,553 - 731,000
Warrants granted - - -
Warrants lapsed - - -
Warrants exercised - - -
Outstanding at 31 December 2025 4,195,553 - 731,000
Warrants Held
The Company was issued warrants as part of the RTO in 2020 with related party Anemoi International Ltd, which were subsequently extended in July 2025. The Company holds 29,950,000 warrants, vesting period 5 years, strike price 30p and expiry on 30th June 2030.
On 14th April 2025 following on from the subscription purchase of Caledonian Holdings Plc Ordinary shares the Company has received warrants on a 1 for 2 basis. The Company holds 250,000,000 warrants, vesting period 2 years, strike price 0.0075p and expiry on 14th April 2027.
Caledonian Holdings plc warrants: Fair value at 31 December 2025: nil (Level 3 - unquoted). Valuation basis: Black-Scholes model. Caledonian Holdings plc warrants: 250,000,000 warrants held at 31 December 2025. The warrants have been assessed as having nil fair value on the basis that the underlying share price is substantially below the exercise price. No amount has been recognised on the balance sheet.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets mandatorily measured at FVPL include the following:-
2025 2024
GBP GBP
Non current assets
Investments in associated entities 1,390,672 1,737,555
Portfolio Holdings - 1,198,858
Current assets
Financial assets at fair value through profit or loss 3,417,171 3,368,193
At 31 December 4,807,843 6,304,606
2025 2024
Amounts recognised in profit or loss:- GBP GBP
Financial assets at fair value through profit or loss 384,618 (348,063)
Investments in associated entities (252,366) (197,678)
132,252 (545,741)
Classification of financial instruments at 31 December 2025: Financial assets at FVTPL: FVTPL equity investments GBP3,417,171. Financial assets at amortised cost: Trust loan GBP1,087,123; Tappit portfolio holdings GBP689,531; trade receivables and other receivables GBP143,921; cash and cash equivalents GBP159,569; total amortised cost assets GBP2,383,634. Equity method investments: investments in associated entities GBP1,390,672. Financial liabilities at amortised cost: trade and other payables GBP464,632; lease liabilities GBP15,753; total GBP480,385.
Anemoi International Ltd warrants: 29,950,000 warrants with a 30p exercise price, expiry 30 June 2030. Fair value at 31 December 2025: GBPnil (Level 3 - unquoted). The warrants are deeply out of the money.
Movements in FVTPL financial assets: 2025
GBP
Financial assets at fair value through profit or loss
At the beginning of the period 3,368,193
Additions 1,611,126
Disposals at proceeds (1,776,311)
Realised gains on disposal 253,980
Unrealised gain/(losses) 130,638
Impairment (173,327)
Forex on opening balance 2,872
3,417,171
Additions include NWT top-up, SUN, Caledonian Holdings, ALSAF, SQQQ, 3STS and 3SDE.
Disposals at proceeds include Caledonian Holdings 500m shares, SQQQ 10k shares, DCI 21.8m shares and 3SDE 500k shares.
The purchase and full disposal of 500,000,000 Caledonian Holdings plc shares occurred during FY2025 (acquired 27 March 2025, sold 21 July 2025).
Reconciliation to income statement: Realised gain on disposal GBP253,980 + unrealised gain/(losses) GBP130,638 Total FVTPL gains GBP384,618 (excluding GBP8,023 other interest income).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
19. LEASES AS LESSEE
Thalassa's subsidiary, Autonomous Robotics Ltd, entered into a lease for the rent of new premises in Southampton in January 2025 for GBP16,000 per annum.
Thalassa's subsidiary Alfalfa Holdings AG entered into a one-year lease in April 2024 for the ground floor of one of the estate buildings at Villa Kramerstein, on the banks of Lake Lucerne in Switzerland. On expiry in May 2025 a new lease for an indefinite period was entered into for the ground floor with a termination notice of 6 months.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 11).
Land and
buildings
GBP
Balance at 1 January 2025 -
Additions 31,118
Depreciation charge for the year (15,559)
Balance at 31 December 2025 15,559
Amounts recognised in profit or loss
Total
2025 - Leases under IFRS 16 GBP
Interest on lease liabilities (635)
Expenses related to short-term leases (70,680)
Right of use asset (15,559)
(86,292)
Short-term lease expense: Monaco office GBP59,721; Alfalfa indefinite-period lease (from May 2025) GBP10,959; total GBP70,680.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
20. SHARE CAPITAL
As at As at
31 Dec 2025 31 Dec 2024
GBP GBP
Authorised share capital:
100,000,000 ordinary shares of USD0.01 each 1,000,000 1,000,000
Exchange Rate for Conversion 1.61674 1.61674
100,000,000 ordinary shares of USD0.01 each in GBP 618,529 618,529
Allotted, issued and fully paid:
20,852,359 ordinary shares of USD0.01 each 208,522 208,522
Average Exchange Rate for Conversion 1.61674 1.61674
20,852,359 ordinary shares of USD0.01 each in GBP 128,977 128,977
Equity placing 8,710,000 ordinary shares of USD0.01 67,052 67,052
Total 196,029 196,029
Number of
Number Treasury Treasury
of shares shares shares GBP
Balance at 31 December 2023 7,945,838 12,906,521 8,558,935
Equity placing 8,710,000 - -
Balance at 31 December 2024 16,655,838 12,906,521 8,558,935
Capital Redemption - - -
Equity placing - - -
Balance at 31 December 2025 16,655,838 12,906,521 8,558,935
Treasury shares represents the cost of the Company buying back its shares. There were 12,906,521 shares held in Treasury as at 31 December 2025 (2024: 12,906,521 shares) which comprised 43.79% of the total issued share capital (2024: 43.79%). No purchase took place in 2025 (2024: nil).
Under the Company's memorandum of association, the Company is authorised to issue 100,000,000 shares of one class with a par value of USUSD0.01 each. Under the Company's articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company's own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders' then percentage holding in the Company.
Share capital represents 16,655,838 ordinary shares of USD 0.01 each.
The shares have been translated at the exchange rate at the point of issue and the period end movements taken to the foreign exchange reserve. The average rate noted above therefore reflects the aggregate rate at which the final share capital balance is recognised.
The following describes the nature and purpose of each reserve within equity:
Retained Earnings: All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere
FX Reserves: Gains/losses arising on retranslating the net assets of overseas operations into the reporting currency.
Share Premium: Amount subscribed for share capital in excess of nominal value.
Other Reserves: Other reserves include, 1. Revaluation Reserves (gains/losses arising on the revaluation of the group's property). 2.
Capital Contribution related to the merger of id4 AG into Apeiron Holdings AG.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
21. CAPITAL MANAGEMENT
The Group's capital comprises ordinary share capital, retained earnings and capital reserves. The Group's objectives when managing capital are to provide an optimum return to shareholders over the short to medium term through capital growth and income whilst ensuring the protection of its assets by minimising risk. The Group seeks to achieve its objectives by having available sufficient cash resources to meet capital expenditure and ongoing commitments.
At 31 December 2025, the Group had capital of GBP8,809,538 (2024: GBP10,389,796). The Group does not have any externally imposed capital requirements.
22. INVESTMENT IN SUBSIDIARIES
Details of the Company's subsidiaries at the year end are as follows:
Effective
Share holding
Name of subsidiary Place of incorporation 2025 2024
DOA Alpha Ltd (formerly WGP Group Ltd) British Virgin Islands 100% 100%
DOA Exploration Ltd (formerly WGP Exploration Ltd) England & Wales 100% 100%
DOA Delta Ltd (formerly WGP Survey Ltd) British Virgin Islands 100% 100%
Apeiron Holdings (BVI) Ltd (formerly Autonomous Holdings Ltd) British Virgin Islands 100% 100%
Autonomous Robotics Ltd England & Wales 100% 100%
WGP Geosolutions Limited (in liquidation) Cyprus 100% 100%
Alfalfa Holdings AG Switzerland 100% 100%
Thalassa Holdings (II) Ltd British Virgin Islands 100% 100%
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards ("IFRS"), through application of the appropriate standard the investments in subsidiaries are held at cost within the Group financial statements.
Due to the pre- or early stage revenue producing status, and therefore book value, of Autonomous Robotics Limited the directors of the Group feel that the IFRS cost basis does not represent a market value of the subsidiaries.
23. ASSOCIATED ENTITIES
On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd (incorporated in British Virgin Islands) with consideration in the form of shares issued to Thalassa and its subsidiary Aperion BVI totalling 36.92% of the voting rights. Further purchases were made in 2023 totalling 40.77% of the voting rights. The investment is recognised using the equity method as described in note 2.16.
On the same date the loan notes issued to Anemoi International Ltd were converted as per the terms of the agreement. 334,956 notes of USD1 were converted in to 334,956 Class A Preference Shares of no par value each fully paid.
Athenium Consultancy Ltd (incorporated in England & Wales), in which the Group owns 35% shares, was incorporated on 12 October 2021.
Movement on interests in associates can therefore be summarised as follows:
2025 2024
GBP GBP
Fair value of investment at 1 January 1,737,555 2,019,367
Share of profits/(losses) for the year attributable to the Group per income statement (252,366) (198,940)
Exchange Variance to income statement 1,853 -
Impairment of AMOI - (110,000)
Exchange Variance (96,370) 27,128
1,390,672 1,737,555
There are no other entities in which the Group holds 20% or more of the equity, or otherwise exercises significant influence over the affairs of the entity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
24. RELATED PARTY TRANSACTIONS
FDL Consultancy Ltd (incorporated in the British Virgin Islands, registration number 1560138) is wholly owned by C. Duncan Soukup, Executive Chairman of Thalassa Holdings Ltd. Under a consultancy and administrative services agreement dated 3 January 2011 (as varied by agreement dated 2 January 2018 and 1 July 2022), the Group accrued consultancy fees of GBPnil, GBP268,357 fees waived (2024: GBPnil, fees waived) and reimbursed expenses of GBP22,069 (2024: GBPnil) to FDL Consultancy Ltd during the year. The total balance accrued at 31 December 2025 was GBP143,746 (2024: GBP121,677 after adjustments for waivers and prior accruals). The FDL Consultancy agreement is subject to a 5-year notice period. Based on the fee structure of [1%+1.5%] of net asset value, and current NAV of GBP9.2m, the indicative annual fee commitment is approximately GBP230,000, and the minimum commitment over the notice period is approximately GBP1.15m. This commitment is contingent on the Group's continuation under the agreement. The FDL Consultancy agreement terms have been reviewed by the independent non-executive directors without the Chairman's participation.
The company owed ARL GBP19,800 historical admin fees relating to the sale of Eastleigh Court Ltd and Eastleigh Stables Ltd against which a provision for bad debts was added.
Non-executive director fees accrued to David Thomas: GBP20,000 (FY2024: GBP20,000). At 31 December 2025, GBP101,249 remains outstanding and payable to David Thomas in respect of non-executive director fees accrued over the period FY2021-FY2025 (FY2021: GBP20,614; FY2022: GBP20,635; FY2023: GBP20,000; FY2024: GBP20,000; FY2025: GBP20,000). These amounts are included within trade and other payables at 31 December 2025.
During the period Kenneth Morgan, non-executive director, invoiced the Group 2024 fees of GBP8,047 of which GBPNil was owed as at 31 December 2025 (2024: GBPNil) and GBP7,439 accrued.
During the period Alexander Joost, director of Alfalfa, invoiced the Group 2025 fees of GBP5,477 of which GBP6,078 was owed as at 31 December 2025 (2024: GBPNil).
During the period GBP28,000 was invoiced by Offshore Robotics related to David Grant's director fees for his directorship of ARL and GBP2,176 expenses, total 2025 fees were GBP28,000 of which GBP4,942 was owed as at 31 December 2025 (2024: GBP5,642).
Athenium Consultancy Ltd, an associated company in which the Group owns shares invoiced the group for financial and corporate administration services totalling GBP171,300 for the period and GBP15,872 expenses (2024: GBP181,500). As at the year end the Group owed GBP53,954 (2024: GBP52,350). Share of profit/(losses) were also recognised as per note 23.
The Group was due GBP42,311 (2024: GBP5,029) from Anemoi International Ltd, an associated company in which through its subsidiary Apeiron Holdings BVI holds shares and is related by common control through the Chairman, Duncan Soukup. During the year services amounting to GBP12,092 (2024: GBP7,914) were charged from Thalassa. Share of profit/(losses) were also recognised as per note 23.
The company also owed Thalassa GBP14,114 historical fees relating to the sale of id4 AG.
As at the year end the Group was due GBP125.88 (2024: GBP49,703) from Alina Holdings Plc, which holds 39.63% of Thalassa Holdings Ltd's ordinary shares (the largest single shareholder) and shares common directorship with Thalassa Holdings Ltd. During the year services amounting to GBP25,719 (2024: GBP94,083) were charged from Thalassa.
During 2024, effective on the placement of shares, the Company issued 4,926,553 warrant instruments. Of these 660,000 warrants are held by Alina Holdings and 4,195,553 warrants by Duncan Soukup.
The Company was issued warrants as part of the RTO in 2020 with related party Anemoi International Ltd, which were subsequently extended in July 2025. On 17 December 2021 the Company transferred the warrants to the Anemoi Discretionary Trust in return for USD345,000 which remained unpaid through the period. On 22 July 2025 the Anemoi Discretionary Trust transferred 29,950,000 Anemoi International Ltd warrants (exercise price 30p, expiry 30 June 2030) to the Company in return for cancellation of the outstanding USD 345,000 loan (translated at GBP255,474 at the date of the transaction). The warrants were assessed at a fair value of approximately GBPnil at the date of transfer (30p strike versus approximately 0.4p Anemoi share price). An impairment loss of GBP255,474 has been recognised on the loan derecognition, being the excess of the loan carrying value over the fair value of consideration received.
The Loan to the THAL Discretionary Trust, related by common control through the Chairman, Duncan Soukup, accrued GBP45,311 interest during 2025. The loan balance as at 31 December 2025 was GBP1,087,123.
Key management personnel compensation (IAS 24.17): Short-term employee benefits: consultancy fees paid to FDL Consultancy Ltd (Chairman's remuneration) nil, waived (FY2024: nil, waived); NED fees - David Thomas GBP20,000 (FY2024: GBP20,000); NED fees - Kenneth Morgan GBP7,439 (FY2024: GBP8,012); total short-term benefits GBP27,439 (FY2024: GBP28,012). Post-employment benefits: nil (FY2024: nil). Share-based payment: nil new grants in FY2025 (FY2024: GBP75,462 warrant fair value at grant). Total KMP compensation: GBP27,439 (FY2024: GBP103,474).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
25. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise cash and cash equivalents together with various items such as trade and other receivables and trade payables etc, that arise directly from its operations. The fair value of the financial assets and liabilities approximates the carrying values disclosed in the financial statements.
The main risks arising from the Group's financial instruments are interest rate risk, foreign exchange risk, equity price risk, credit risk and liquidity risk.
INTEREST RATE RISK
The Group does not undertake any hedging against interest rate risk. The Group finances its operations from the cash balances on the current and deposit accounts. The Group had total borrowings of GBPNil as at 31 December 2025 (2024: GBPNil).
FOREIGN EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities from time to time to mitigate foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 2025 would have decreased the profit and net assets by GBP3,934 (2024: GBP2,798 decrease). A decrease of 5% would have had an equal and opposite impact.
As 31 December 2025 approximately 85% (2024: 45%) of amounts owing to suppliers are held in GBP, 9% in EUR (2024: 48%), 0% in USD (2024: 7%) and 6% in CHF (2024: 0%).
EQUITY PRICE RISK
The Group holds financial assets at fair value through profit or loss totalling GBP3,417,171 (2024: GBP3,368,193) comprising listed equity securities. A 10% decrease in quoted market prices at 31 December 2025 would reduce the carrying amount by approximately GBP341,717 (2024: GBP336,819) with an equal impact on profit before tax and equity. A 10% increase would have an equal and opposite effect.
CREDIT RISK
Group credit risk is predominantly a matter of individual corporate risk. However, Group companies also operate in frontier and challenging regions which has the potential to add risk and uncertainty both from an operational and financial point of view. Whenever and wherever possible the Group attempts to mitigate this risk.
In line with other international companies, the Group is exposed to geopolitical risks and the possibility of sanctions which could adversely affect our ability to perform operations or collect receivables from our clients. This risk is uninsurable and unhedgeable.
LIQUIDITY RISK
The Group's strategy for managing cash is to maximise interest income whilst ensuring its availability to match the profile of the Group's expenditure.
Maturity analysis of financial liabilities (undiscounted contractual cash flows at 31 December 2025):
Within 1 year 1-5 years Over 5 years
GBP GBP GBP
Trade and other payables 464,632 - -
Lease liabilities 16,000 - -
480,632 - -
The carrying amount of lease liabilities of GBP15,753 differs from the undiscounted cash flow of GBP16,000 by GBP247, representing the effect of discounting. Trade and other payables are non-interest-bearing and payable within 30 days.
26. SUBSEQUENT EVENTS
No adjusting subsequent events have occurred. The Anemoi International Ltd RTO process has continued post year end and continues. No material financial impact on the amounts recognised in the FY2025 financial statements is anticipated from this event. The SPA in respect of the Anemoi International Ltd / [Transylvania entity] RTO was signed on 22 December 2025 (pre-year-end). Post year-end the RTO has progressed with an updated SPA signed on 13 April 2026 and the appointment of Canaccord as bookrunner and sponsor for the transaction on 27 April 2026. If completed, the Group's 40.8% stake in Anemoi International Ltd would be diluted to approximately 1.5%. Significant influence would be lost, requiring reclassification from equity method to fair value, with an estimated accounting impact of approximately GBP88k. At the date of this report, the RTO has not been completed and no material adjustment to the FY2025 financial statements is required.
27. COPIES OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements are available on the Company's website: www.thalassaholdingsltd.com.
28. CONTROLLING PARTIES
Duncan Soukup is a controlling shareholder.
END
For further information, please contact:
Enquiries: enquiries@thalassaholdingsltd.com Thalassa Holdings Ltd
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ISIN: VGG878801114 Category Code: ACS TIDM: THAL LEI Code: 2138002739WFQPLBEQ42 Sequence No.: 426000 EQS News ID: 2319532 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
April 30, 2026 10:33 ET (14:33 GMT)
