Annual Report and Audited Accounts to 31 December 2024
30/04/2025 07:14
| Thalassa Holdings Ltd (THAL) Thalassa Holdings Ltd: Annual Report and Audited Accounts to 31 December 2024 30-Apr-2025 / 07:12 GMT/BST Thalassa Holdings Ltd Thalassa Holdings Ltd (Reuters: THAL.L, Bloomberg: THAL:LN) ("Thalassa” or the "Company") AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024 The Company today announces its audited results for the year ended 31 December 2024. The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2024, which will be published today on the Company's websitewww.thalassaholdings.com.A copy has also beensubmitted 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 2024. 2024 HIGHLIGHTS Group Results 2024 versus 2023 GBPGBP
S&P 500 registered another stunning gain, +24%, following similar performance in 2023…the best two-year performance in 25 years. S&P500 corporate EPS were forecast to grow 9.4% in 2024 and 14.8% in 2025, driving market expectations, not to mention valuations ever higher. From 20% two years ago, the "Magnificent Seven" Apple, Nvidia, Microsoft, Amazon, Alphabet, Meta Platforms, and Tesla accounted for one-third of the S&P 500 Index. With 63% average gains over 2024 (+59.1% in 2023), these seven tech behemoths accounted for more than half of the gains on the S&P 500. NVDA market value rose to $3.38 trillion; Apple to almost $4 trillion. The Magnificent Sevens’ increasing dominance begged market concentration issues with their astonishing performance. Double their share in five years, the Magnificent Seven registered a record 33% of the S&P 500 with $18 trillion market capitalization. Concentration sparked questions on the dangers of a highly weighted index. US Treasury Yields churned lower, helping drive stock prices higher. By the end of 2024, the Buffett Indicator, US Stock Market Value compared to US GDP, reached an all time high of 211%, 67% higher than the long-term trend line, whilst Berkshire Hathaway’s cash-pile increased to a record $323 billion. Undeterred by US equity valuations, Donald Trump’s re-election (initially) contributed to increased market optimism, with expectations of corporate tax-cuts and deregulation bolstering investor exuberance…until the President’s April 2 announcement of tariffs on all trading partners. 2024 Micro-Highlights ARLFurther delays in software development due to rework of some areas of the Flying Node simulator and the vehicle automatic control. Design of the production standard electronics and full power battery pack has progressed with the most complex pcb designs complete. Engagement with potential sources of funding and strategic partners has continued with additional resource available from Q4. Tappit restitution agreementChairman has contributed £2.1m of up to a possible £3m from sale of personal property. Final instalment of £0.9m due by end of June 2026 when final payment due on sale of property. Mark to market losses incurred due to declines of 8% and 6% respectively, in share prices of company’s largest holdings Surgical Innovations Group Plc and Newmark Security Plc, as well as losses on hedges (which subsequently resulted in gains in 2025). Strategic Business Review completed with targeted cost savings achieved. Having waived 2021, 2022, 2023 consultancy, Chairman also waived 2024 consultancy. Chairman received warrants in lieu of fees NOT nil paid shares, as is too often the case in smaller companies. I have chosen to leave last year’s comments attributable to Jeremy Grantham as a reminder… The Great Paradox of the US Market! By Jeremy Grantham 11 March 2024 https://www.gmo.com/europe/research-library/the-great-paradox-of-the-u.s.-market_viewpoints The following thoughts are extracts from Market Watch and GMO, and hopefully reflect Mr Grantham’s, and my view of the Market U.S. stocks appear expensive after investor mania surrounding Artificial-Intelligence interrupted the bursting of an initial market bubble that was deflating in 2022. “Prices reflect near perfection, yet today’s world is particularly imperfect and dangerous,” Jeremy Grantham. AI, “a new bubble within a bubble like this, even one limited to a handful of stocks, is totally unprecedented, so looking at history books may have its limits.” InJanuary 2022, Grantham warned that the U.S. was nearing the end of a “super bubble” across major asset classes. Both stocks and bonds plunged that year as the Federal Reserve aggressively hiked interest rates in a bid to tame surging inflation. But the launch of ChatGPT in late 2022 paused the deflation of the equities bubble that he saw, according to his note. “We paused in December 2022 to admire the AI stocks,” he said. “Even though, I admit, there is no clear historical analogy to this strange new beast, the best guess is still that this second investment bubble — in AI — will at least temporarily deflate and probably facilitate a more normal ending to the original bubble.” The U.S. stock market has risen to records this year, with the S&P 500SPXbooking an all-time closing peak on March 7 and the technology-heavy Nasdaq CompositeCOMPscoring a fresh closing high at the start of this month. The Dow Jones Industrial AverageDJIAalso notched a record close this year, on Feb. 23. Bubbles and AI Looking backwards, what happened to our 2021 bubble? The Covid stimulus bubble appeared to be bursting conventionally enough in 2022 – in the first half of 2022 the S&P declined more than any first half since 1939 when Europe was entering World War II. Previously in 2021, the market displayed all the classic signs of a bubble peaking: extreme investor euphoria; a rush to IPO and SPAC; and highly volatile speculative leaders beginning to fall in early 2021, even as blue chips continued to rise enough to carry the whole market to a handsome gain that year – a feature hitherto unique to the late-stage major bubbles of 1929, 1972, 2000, and now 2021. But this historically familiar pattern was rudely interrupted in December 2022 by the launch of ChatGPT and consequent public awareness of a new transformative technology – AI, which seems likely to be every bit as powerful and world-changing as the internet, and quite possibly much more so. But every technological revolution like this – going back from the internet to telephones, railroads, or canals – has been accompanied by early massive hype and a stock market bubble as investors focus on the ultimate possibilities of the technology, pricing most of the very long-term potential immediately into current market prices. And many such revolutions are in the end often as transformative as those early investors could see and sometimes even more so – but only after a substantial period of disappointment during which the initial bubble bursts. Thus, as the most remarkable example of the tech bubble, Amazon led the speculative market, rising 21 times from 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 one limited to a handful of stocks, is totally unprecedented, so looking at history books may have its limits. But even though, I admit, there is no clear historical analogy to this strange new beast, the best guess is still that this second investment bubble – in AI – will at least temporarily deflate and probably facilitate a more normal ending to the original bubble, which we paused in December 2022 to admire the AI stocks. It also seems likely that the after-effects of interest rate rises and the ridiculous speculation of 2020-2021 and now (November 2023 through today) will eventually end in a recession. The broad U.S. stock market is expensive, with a Shiller price-to-earnings ratio of 34 as of March 1, 2024, which is “the top 1% of history,” while total profits are also near record levels. “The paradox that worries me here for the U.S. market is that we start from a Shiller P/E and corporate profit margins that are near record levels and therefore predicting near perfection”. “If margins and multiples are both at record levels at the same time, it really is double counting and double jeopardy — for waiting somewhere in the future is another July 1982 or March 2009, with simultaneous record-low multiples and badly depressed margins.” ‘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 generally overpriced 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 until 1989, and the U.S. tech bubble of 1998 and 1999, and we know how those ended,” he said. “Separately, there has also never 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 revolutions tend 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 plunged before 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 times from 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 of 2020-2021 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” in theU.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 substantially outperforming 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 economic strength 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 growth for the last few decades, is pretty much a basket case for a while (although getting very cheap in its stock market). Global residential real estate looks particularly tricky also, although it often takes a very long time for prices to catch up or down with mortgage costs. Can any young couple in the developed world today buy a new home comparable to those bought at the same age by their parents? Peak prices as a multiple of family income multiplied by an old-fashioned looking mortgage rate (now 6.8% in the U.S.) makes for a very tough affordability calculation. And as for office space, forget about it. With the double problem of higher rates and Covid-induced work-from-home, no one is confident of anything, no one will build anything new, and all sit holding their breath as 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 military confrontations with Russia and China, and you can see why the rest of the world is sober and much more reasonably priced than the U.S. (Understanding U.S. optimism is much more difficult.) To be more precise, I would say that in contrast to extreme overpricing of U.S. equities, those overseas are a little overpriced, offering uninspired but positive returns. The positive exceptions to this general, moderate overpricing are at the value or low-growth end of emerging market equities and non-U.S. developed equities (including Japan), which are not only much cheaper than the high-growth varieties but are selling in a range from fair price to actually cheaper than normal. The only thing that Mr Grantham didn’t mention was Tariffs…otherwise, as night turns to day, Mr Grantham is on the money; since 2 April 2025, the impact of Tariffs has been broadly reflected in the decline of virtually every stock market in the World, the big exception being China. In our opinion, the next shoe to drop will be the negative impact on global economies, as we doubt very much that the US can negotiate meaningful new Trade Treaties in the 90 days that the Trump Administration has indicated. Duncan Soukup CHAIRMAN’S STATEMENT Holdings 2024 results reflect reduced costs but also declines in our publicly quoted holdings, including our hedges. Newmark Security plc (NWT LN) - 21.3% Having risen significantly from 33p/share to close 2023 at 75p/share, NWT’s shares declined 8% during 2024. THAL currently own’s 21.3% of NWT, making us the largest shareholder in the company. 2024 results fell short of expectations. Whilst we maintain our view on the potential of the Company, we are unhappy with both the operational- and financial performance of the company. Surgical Innovations Group plc (SUN LN) SUN’s 2024 results are due in May 2025, shortly after our results are to be released. We anticipate a marked improvement in 2024 results, as indicated in the Company’s 10 April 2025 Trading Update.However, given the lack of interest in micro-cap companies we do not expect an immediate up-tick in the Company’s share price. Autonomous Robotics Ltd. (ARL) The Flying Node seismic sensor development project focussed on the flight software development, the design of production standard electronics and battery system and refinements in the mechanical design. One production standard Flying Node seismic sensor is scheduled to be manufactured during 2025 The software development required rework to the Flying Node simulator system and the automatic vehicle control which has resulted in further delay to the programme. Software management has been modified to ensure more frequent issue and thorough testing of software modules which has resulted in improved output of working software modules. In water testing of the mission management and control software is scheduled to start during Q2 of 2025. Development of status monitoring and built in test software will continue during 2025. Production standard design of the most complex electronic pcb’s and electrical distribution for the Flying Node has progressed with manufacture and test of these parts due to start in Q1/Q2 2025. The battery system design is close to completion with manufacture of the first production standard unit scheduled for Q2 2025. Reduced resource in mechanical design has delayed the work schedule but some improvements in the pressure vessel design and the battery movement mechanism has been implemented for the production standard battery system. To reduce the timescale to first revenue a version of the Flying Node has been conceived which would allow the Flying Node to carry various additional underwater sensors. This system can be sold to the environmental and survey market and investigation of applications and discussions with potential users has started. This would require the current design of the Flying Node to be increased in length with other aspects remaining very similar to the seismic Flying Node. Increased engagement with potential investors and strategic partners started in Q4 2024 and will continue in 2025. Outlook Last year I wrote… AI is clearly the latest dot.com game in town. Nvidia (NVDA US) in particular, is growing revenues and profits exponentially. NVDA is the proverbial bucket and spade supplier in this latest gold rush. However, how the buyers of their sophisticated chips will translate their substantial Capex into increased profits remains to be seen. AI is already impacting the way companies operate, and individuals transfer and use information; whether the outcome will ultimately be positive for companies and consumers remains, in our opinion, to be seen? Add geo-political risk and the potential for increased economic tension between China, the US, and Europe and suddenly the stock market outlook clouds. The US President’s Tariff-Policy has upset the proverbial apple cart. The implications of an expanded and/or protracted dispute with its trading partners will, without a doubt, in our opinion, lead to a massive re-rating in stock, bond and all other asset prices. Some like Gold have taken off, while the full impact on real estate and stocks may yet worsen. Having successfully covered our shorts I during the sharp decline in the Nasdaq 100 between 2 April and 8 April, we have again replaced limited short positions in anticipation of further declines in US Tech stocks as the economic impact of the US President’s economic policy filters into the real economy. Duncan Soukup Chairman 29 April 2025 FINANCIALREVIEW GROUPRESULTS Continuing Operations Total Revenuefrom continuing operations for the year to 31 December 2024 was (£0.22m) (2023: £0.54m) related to rental income in Switzerland. CostofSaleson continuing operations were £(0.04)m (2023: £(0.03)m), resulting in aGrossLossof£0.26m (2023: Gross Profit £0.51m). AdministrativeExpensesoncontinuing operations before exceptional costs were £0.3m (2023: £0.9m) andDepreciation£0.1m compared to £0.3m in 2023. Operating Losswas therefore £0.8 (2023: loss £0.7m). NetFinancial Income/(Expense)of £0.02m included net foreign exchange income, net interest expense and net income from financial investments including fair value adjustments (2023: expense £0.02m). Other Gains/(Losses)were gain £0.03m (2023: gain of £0.02m). Impairment of Associated Entitieswere £0.1m (2023: Nil). Share of Losses of Associated Entitieswas £0.2m (2023: £0.31). LossBeforeTaxon continuing operations was £1.1m (2023: £1.0m). Taxon continuing operations for the period was a credit of £0.04m relating a R&D tax credit (2023: credit £0.07m). Profit/(Loss) for the yearThis resulted in a Group loss for the year of £1.0m (2023:loss £0.9m). NetAssetsat 31 December 2024 amounted to £10.4m (2023: £9.2m) resulting in net assets per share of £0.62 based on 16,655,838 shares in issue versus £1.16 in 2023 including cash of £0.5m equivalent to £0.03 per share (2023: £0.1m and £0.004 per share). NetCashFlowfrom operations amounted to an outflow of £0.9m as compared to £0.4m outflow in 2023. NetCashfromInvestingActivities,amounted to an outflow of £1.5m (2023 outflow £0.5m) relating to continuing operations in the purchase of available for sale investments. Net Cash Inflow from Financing Activitiesamounted to £2.7m (2023: outflow £0.2m). Net Increase in Cash and Cash Equivalentswas £0.3m resulting in Cash and Cash Equivalents at 31December 2024 of £0.5m (2023: £0.1m). DIRECTORS’REPORT TheDirectorspresenttheirreportandtheauditedfinancial statementsfortheyearended31December2024. RESULTSANDDIVIDENDS The Group made a loss attributable to shareholders of the parent for the year ended 31 December 2024 of £1.0m (2023: loss £0.9m). The Directors do not recommend the payment of a dividend. DIRECTORS AND DIRECTORS’INTERESTS TheDirectorsoftheCompanywhoheldofficeduringtheyearandtodate,includingdetailsoftheirinterestinthesharecapital oftheCompany,areasfollows:
SHARE BUY-BACK There were no share buy backs during the year ended 31 December 2024, nor for the year ended 31 December 2023. RELATED PARTYTRANSACTIONS Detailsofallrelatedpartytransactionsaresetoutinnote24tothefinancialstatements. 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 Detailsofthefinancial instrument risks andstrategyoftheGrouparesetoutinnote25. DIRECTORS’ REPORT CONTINUED 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:
DIRECTORS’ RESPONSIBILITIES STATEMENT TheDirectorshaveelectedtopreparethefinancial statementsfortheGroupinaccordancewithUK Adopted International Accounting Standards (“IFRS”). The Directors are responsible for keeping properaccounting recordswhichdisclosewithreasonableaccuracyatanytime the financial position of the Group, for safeguardingthe assetsandfortakingreasonablestepsforthepreventionand detection of fraud and otherirregularities. InternationalAccountingStandard1requiresthatfinancial statements present fairly for each financial periodthe 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: selectandapplyappropriateaccountingpolicies; present information, including accounting policies, in a manner that provides relevant, reliable,comparable and understandableinformation; provideadditionaldisclosureswhencompliancewith the specific requirements in IFRSs as applied by the UK is insufficientto enable users to understand the impact ofparticular transactions,othereventsandconditionsontheentity’s financialpositionandfinancialperformance;and prepare the financial statements on the going concern basisunlessitisinappropriatetopresumethatthe group will continue inbusiness. 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 a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; The strategic report/directors report includes a fair review of the development and performance of the business 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 and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. AGM The Annual General Meeting will be held at Anjuna, 28 Avenue de la Liberté, 06360 Éze France on11 June 2025. Approvedby theBoardandsignedon itsbehalf by C.DuncanSoukup Chairman 29 April 2025 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 athttps://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 2018 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. 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 four full meetings for regular business during 2024, in addition to a number of informal ones. Audit committee During the financial period to 31 December 2024, the Audit Committee consisted of the Board, which included two independent Directors. 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. Remuneration Committee During the financial period to 31 December 2024, 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 2024, 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 LR14.3.27R 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. 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 April 2018. 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 6. 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: Opportunistic:where an acquisition or investment exists because of price dislocation (the price of a stock collapses but fundamentals are unaffected) or where the Board identifies a special“off market”opportunity; Finance:The Board is currently investigating opportunities in the FinTech sector; Property:The Company held a strategic stake in Alina Holdings Plc (formerly The Local Shopping REIT plc). The Company’s divestment is more comprehensively described in the Letter to Shareholders dated 28 September 2020 published in the Reports and Documents section of the Company’s website; Education:There are few businesses that offer the same longevity and predictability of earnings as Education; and R&D:Development situations such as ARL where the Board sees an opportunity to participate in disruptive, 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. 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 9. 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. A summary of Board and Committee meetings held in the year ended 31 December 2024 is set out above. 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. INDEPENDENTAUDITOR’SREPORTTOTHE SHAREHOLDERS’OFTHALASSAHOLDINGSLTD Opinion We have audited the financial statements of Thalassa Holdings Ltd (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2024 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 2024 and of the Group’s loss for the year then ended; have been properly prepared in accordance with IFRS. 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. Conclusions relating to going concern 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 entity’s ability to continue to adopt the going concern basis of accounting included review of the expected cashflows for a period of 12 months from the date of this report compared with the liquid assets held by the Group. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Our approach to the audit In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate. Independent Auditors’ Report to the members of Thalassa Holdings Ltd (continued) 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 and include the most significant assessed risks of material misstatement we identified (whether or not due to fraud), including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. The matter identified was 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.
Independent Auditors’ Report to the members of Thalassa Holdings Ltd (continued) Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis 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. Importantly, 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. We consider gross assets to be the most significant determinant of the Group’s financial performance used by the users of the financial statements. We have based materiality on 1.5% of gross assets for each of the operating components. Overall materiality for the Group was therefore set at £164k. For each component, the materiality set was lower than the overall group materiality – typically 25% of the group materiality threshold. We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the Group financial statements. We also report to the Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of the consolidated financial statements. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report, 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 identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, 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 set out on page 15 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 and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company 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. Independent Auditors’ Report to the members of Thalassa Holdings Ltd (continued) 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 the financial statements. 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: We obtained an understanding of the legal and regulatory frameworks within which the Group operates focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Other matters that we are required to address We were appointed on 19 April 2023 and this is the third year of our engagement as auditors for the Group. We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by the Ethical Standard issued by the Financial Reporting Council. Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit. Independent Auditors’ Report to the members of Thalassa Holdings Ltd (continued) Use of our report This report is made solely to the Group’s members, as a body. Our audit work has been undertaken so that we might state to the Group’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 Group and the Group’s members, as a body, for our audit work, for this report, or for the opinions we have formed. Mark Wilson MA, FCA (Senior Statutory Auditor) For and on behalf of RPG Crouch Chapman LLP Chartered Accountants Registered Auditor 40 Gracechurch Street London EC3V 0BT 29 April 2025 CONSOLIDATEDSTATEMENTOFINCOME fortheyearended31December2024
CONSOLIDATEDSTATEMENTOFCOMPREHENSIVEINCOME fortheyearended31December2024
CONSOLIDATEDSTATEMENTOFFINANCIALPOSITION asat31December2024
These financial statements were approved and authorised by the board on 29 April 2025. Signed on behalf of the board by: C.DuncanSoukupChairman CONSOLIDATEDSTATEMENTOF CASHFLOWS fortheyearended31December2024
Thenotesonpages30to47formanintegralpartofthisconsolidatedfinancialinformation CONSOLIDATEDSTATEMENTOFCHANGESINEQUITY fortheyearended31December2024
Thenotesonpages30to47formanintegralpartofthisconsolidatedfinancialinformation NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS fortheyearended31December2024 GENERALINFORMATION 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 is a wholly owned subsidiary of Thalassa which is non-operational and has an additional subsidiary, WGP Group AT GmbH which was dissolved on 24/08/2022. 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. ACCOUNTINGPOLICIES TheGrouppreparesitsaccountsinaccordancewithapplicableUK Adopted International Accounting Standards (“IFRS”). Thefinancialstatementshave beenexpressedinGBP since 2021, being the functional currency of DOAExplorationLtd, andAutonomousRoboticsLimited. The underlying records of the Company and other subsidiaries are maintained in their respective functional currencies, being US Dollars except for WGP Geosolutions LtdinEuro and Alfalfa Holdings AG in Swiss francs. The principal accounting policies are summarised below. They have been applied consistently throughout the period coveredby these financialstatements. 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 assetsand 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. DOAExplorationLtd andAutonomousRoboticsLtdareincorporatedintheUKandhaveafunctionalcurrencyofGBP.Exchange differencesontheretranslationofoperationsdenominatedinforeigncurrenciesareincludedinOtherComprehensiveIncome. Year-end GBPUSD exchange rate as at 31 Dec 2024: 1.2515 (2023: 1.2731) Average GBPUSD exchange rate as at 31 Dec 2024: 1.2623 (2023: 1.2417) Year-end GBPEUR exchange rate as at 31 Dec 2024: 1.2093 (2023: 1.1527) Average GBPEUR exchange rate as at 31 Dec 2024: 1.1810 (2023: 1.1400) Year-end GBPCHF exchange rate as at 31 Dec 2024: 1.1360 (2023: 1.0713) Average GBPCHF exchange rate as at 31 Dec 2024: 1.1037 (2023: 1.0950) NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS fortheyearended31December2024 GOINGCONCERN The financial statements have been prepared on the going concern basis as management consider that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business.The Group has fully assessed its financial commitments and at the year end had net cash reserves of £0.5m plus a further £3.4m of available for sale investments and £0.9m tappit restitution. 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 FinancialReportingStandards(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 1Presentation of financial statements and IFRS Practice Statement 2 IFRS 16Lease Liability in a Sale and Leaseback IAS 7 & IFRS 7Disclosures: Supplier Finance Arrangements Standards issued but not yet effective: IAS 21Lack of Exchangeability1 IFRS 18Presentation of financial statements3 IFRS 19Disclosures3 1Effective for annual periods beginning on or after 1 January 2025 2Effective for annual periods beginning on or after 1 January 2026 3Effective for annual periods beginning on or after 1 January 2027 BASIS OFCONSOLIDATION TheconsolidatedfinancialstatementsincorporatethefinancialstatementsoftheCompanyandentitiescontrolledbytheCompany (itssubsidiaries).ControlisachievedwheretheCompanyhasthepowertogovernthefinancialandoperatingpoliciesofanentity soastoobtainbenefitsfromitsactivities. Incomeandexpensesofsubsidiariesacquiredordisposedofduringtheyearareincludedintheconsolidatedstatementof incomefromtheeffectivedateofacquisitionanduptotheeffectivedateofdisposal,asappropriate.Totalcomprehensiveincome ofsubsidiariesisattributedtotheownersoftheCompanyandtothenon-controllinginterestsevenifthisresultsinthenon- controllinginterestshavingadeficitbalance. Whennecessary,adjustmentsaremadetothefinancialstatementsofsubsidiariestobringtheiraccountingpoliciesintolinewith thoseusedbyothermembersoftheGroup. Allintra-grouptransactions,balances,incomeandexpensesareeliminatedinfullonconsolidation. Prior year comparatives have been reclassified to conform to current year presentation. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS fortheyearended31December2024 JUDGEMENT ANDESTIMATES ThepreparationoffinancialstatementsinconformitywithIFRSrequirestheDirectorstomakejudgements,estimatesand assumptionsthataffecttheapplicationofpoliciesandreportedamountsofassets,liabilities,incomeandexpenses.Theestimates andassociatedassumptionsarebasedonhistoricalexperienceandvariousotherfactorsthatarebelievedtobereasonableunder thecircumstances,theresultsofwhichformthebasisofmakingthejudgementsaboutcarryingvaluesofassetsandliabilitiesthat arenotreadilyapparentfromothersources.Actualresultsmaydifferfromtheseestimates. Theestimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognisedin theperiodinwhichtheestimateisrevisediftherevisionaffectsonlythatperiod,orintheperiodoftherevisionandfutureperiods iftherevisionaffectsbothcurrentandfutureperiods. Thekeyjudgementareasrelatetothecarryingvalueofprovisionsfor loans receivable.Plant and Equipment is reviewed annually for indication of impairment.Intellectualpropertyisamortised andalsoreviewedannuallyforindicationofimpairment. Loans receivable are reviewed for potential recovery and impairments included where necessary. Capitalised research and development costs are reviewed annually for indication if impairment. JudgementisalsomadeinrespectoftheaccountingtreatmentoftheTHALDiscretionaryTrust.Management’sassessmentisbased onvariousindicatorsincludingactivities,decision-making,benefitsandrisksoftheTrust.Basedonthisassessment,management considerthattheTHALDiscretionaryTrustshouldnotbeconsolidated. PROPERTY,PLANTANDEQUIPMENT Property, plant and equipment are stated at cost less depreciation and any provision for impairment. Cost includes thepurchase price,includingimportduties,non-refundablepurchasetaxesanddirectlyattributablecostsincurredinbringingtheassettothe locationandconditionnecessaryforittobecapableofoperatinginthemannerintended.Costalsoincludescapitalisedinterest onborrowings,appliedonlyduringtheperiodofconstruction. Fixedassetsaredepreciatedonastraightlinebasisbetween3and15yearsfromthepointatwhichtheassetisputintouse. INTANGIBLEASSETS GOODWILL Goodwillarisingonanacquisitionofabusinessiscarriedatcostasestablishedatthedateofacquisitionofthebusiness(seenote 2.16)lessaccumulatedimpairmentlosses,ifany. Forthepurposesofimpairmenttesting,goodwillisallocatedtoeachoftheGroup’scash-generatingunits(orgroupsofcash- generatingunits)thatisexpectedtobenefitfromthesynergiesofthecombination. Acash-generatingunittowhichgoodwillhasbeenallocatedistestedforimpairmentannually,ormorefrequentlywhenthereis indicationthattheunitmaybeimpaired.Iftherecoverableamountofthecash-generatingunitislessthanitscarryingamount,the impairmentlossisallocatedfirsttoreducethecarryingamountofanygoodwillallocatedtotheunitandthentotheotherassets oftheunitproratabasedonthecarryingamountofeachassetintheunit.Anyimpairmentlossforgoodwillisrecogniseddirectly inprofitorlossintheconsolidatedstatementofincome.Animpairmentlossrecognisedforgoodwillisnotreversedinsubsequent periods. Ondisposaloftherelevantcash-generatingunit,theattributableamountofgoodwillisincludedinthedeterminationoftheprofit orlossondisposal. 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. Expenditure on research activities is recognised as an expense in the period in which it is incurred. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS fortheyearended31December2024 Development costs are capitalised as an intangible asset only if the following conditions are met: • an asset is created that can be identified; • it is probable that the asset created will generate future economic benefit; • the development cost of the asset can be measured reliably; • it meets the Group’s criteria for technical and commercial feasibility; and • sufficient resources are available to meet the development costs to either sell or use as an asset. 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. IMPAIRMENT OFASSETS Anassessmentismadeateachreportingdateofwhetherthereisanyindicationofimpairmentofanyasset,orwhetherthereisany indicationthatanimpairmentlosspreviouslyrecognisedforanassetinapriorperiodmaynolongerexistormayhavedecreased. Ifanysuchindicationexists,theasset’srecoverableamountisestimated.Anasset’srecoverableamountiscalculatedasthehigher oftheasset’svalueinuseoritsnetsellingprice. Animpairmentlossisrecognisedonlyifthecarryingamountofanassetexceedsitsrecoverableamount.Animpairmentlossis chargedtothestatementofincomeintheperiodinwhichitarises.Apreviouslyrecognisedimpairmentlossisreversedonlyif therehasbeenachangeintheestimatesusedtodeterminetherecoverableamountofanasset,howevernottoanamounthigher thanthecarryingamountthatwouldhavebeendetermined(netofanydepreciation/amortisation),hadnoimpairmentlossbeen recognisedfortheassetinapriorperiod.Areversalofanimpairmentlossiscreditedtothestatementofincomeintheperiodin whichitarises. INVESTMENTS Availableforsaleinvestmentsareinitiallymeasuredatcost,includingtransactioncosts.Gainsandlossesarisingfromchangesinfair valueofavailableforsaleinvestmentsarerecognisedat fair value through profit or loss. REVENUE Revenueismeasuredatthefairvalueoftheconsiderationreceivedorreceivable. Inrespectofcontractswhicharelongterminnatureandcontractsforongoingservices,revenue,restrictedtotheamountsofcosts thatcanberecovered,isrecognisedaccordingtothevalueofworkperformedintheperiod.Revenueinrespectofsuchcontracts iscalculatedonthebasisoftimespentontheprojectandestimatedworktocompletion. Wheretheoutcomeofcontractswhicharelongterminnatureandcontractsforongoingservicescannotbeestimatedreliably, revenueisrecognisedonlytotheextentofthecostsrecognisedthatarerecoverable. Wherepaymentsarereceivedinadvanceinexcessofrevenuerecognisedintheperiod,thisisreflectedasaliabilityonthe statementoffinancialpositionasdeferredrevenue. Rental incomefrom 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. TAXATION TheCompanyisincorporatedintheBVIasanIBCandassuchisnotsubjecttotaxintheBVI. DOAExplorationLtdandAutonomousRoboticsLtdareincorporatedintheUKandarethereforesubjecttoUKtaxregulations. Alfalfa Holdings AG is incorporated in Switzerland in the canton of Lucerne and are subject to Swiss tax regulations. Currenttaxassetsandliabilitiesaremeasuredattheamountexpectedtoberecoveredfromorpaidtothetaxationauthorities, basedontaxratesandlawsthatareenactedorsubstantivelyenactedbythereportingdate.Taxischargedorcrediteddirectlyto equityifitrelatestoitemsthatarecreditedorchargedtoequity.Otherwise,taxisrecognisedintheincomestatement. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2024 Deferredtaxisprovidedinfullusingtheliabilitymethodonalltimingdifferenceswhichresultinanobligationatthereportingdate topaymoretax,ortherighttopaylesstax,atafuturedate,atratesthatareexpectedtoapplywhentheycrystalisebasedon currenttaxrates.Deferredtaxassetsarerecognisedforalldeductibletemporarydifferencestotheextentthatitisprobablethat taxableprofitswillbeavailableagainstwhichthosedeductibletemporarydifferencescanbeutilised.Deferredtaxisnotprovided whentheamountsinvolvedarenotsignificant. BORROWINGCOSTS Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofqualifyingassetsareaddedtothecostof thoseassetsuntilsuchatimeastheassetsaresubstantiallyreadyfortheirintendeduseorsale.Allotherborrowingcostsare recognisedinprofitandlossintheperiodincurred. FINANCIALINSTRUMENTSANDRISKMANAGEMENT FinancialassetsandliabilitiesarerecognisedontheGroup’sstatementoffinancialpositionwhentheGroupbecomespartytothe contractual provisions of theinstrument. Loansandreceivablesareinitiallymeasuredatfairvalueandaresubsequentlymeasuredatamortisedcost,plusaccrued interest, and are reduced by appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised inthe statement ofincome. Available for sale financial assetscomprise investments which do have a fixed maturity and are classified as non-current assets if they are intended to be held for the medium to long term.They are measured at fair value through profit or loss. Tradereceivablesareinitiallymeasuredatfairvalueandaresubsequentlymeasuredatamortisedcostlessappropriate provisionsforestimatedirrecoverableamounts.Suchprovisionsarerecognisedinthestatementofincome. Cashandcashequivalentscomprisecashinhandanddemanddepositsandothershort-termhighlyliquidinvestments withmaturitiesofthreemonthsorlessatinceptionthatarereadilyconvertibletoaknownamountofcashandaresubjecttoan insignificantriskofchangesinvalue. Tradepayablesarenotinterest-bearingandareinitiallyvaluedattheirfairvalueandaresubsequentlymeasuredatamortised cost. Equityinstrumentsarerecordedatfairvalue,beingtheproceedsreceived,netofdirectissuecosts. ShareCapital–Ordinarysharesareclassifiedasequity.Incrementalcostsdirectlyattributabletotheissueofnewsharesor optionsareshowninequityasadeduction,netoftaxation,fromtheproceeds. Treasury shares–WhereanyGroupcompanypurchasestheCompany’sequitysharecapital,theconsiderationpaid,including anydirectlyattributableincrementalcosts(netofincometaxes)isdeductedfromequityattributabletotheCompany’sequity holdersuntilthesharesarecancelledorreissued. Wheresuchsharesaresubsequentlyreissued,anyconsiderationreceived,netofanydirectlyattributableincrementaltransaction costsandtherelatedincometaxeffects,isincludedinequityattributabletotheCompany’sequityholders. Financialinstrumentsrequireclassificationoffairvalueasdeterminedbyreferencetothesourceofinputsusedtoderivethefair value.Thisclassificationusesthefollowingthree-levelhierarchy: Level1—quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities; Level2—inputsotherthanquotedpricesincludedwithinlevel1thatareobservablefortheassetorliability,eitherdirectly(i.e., asprices)orindirectly(i.e.,derivedfromprices); Level3—inputsfortheassetorliabilitythatarenotbasedonobservablemarketdata(unobservableinputs). Borrowingsare initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2024 BUSINESSCOMBINATIONS Acquisitionsofbusinessesareaccountedforusingtheacquisitionmethod.Theconsiderationtransferredinabusinesscombination ismeasuredatfairvalue,whichiscalculatedasthesumoftheacquisition-datefairvaluesoftheassetstransferredbytheGroup, liabilitiesincurredbytheGrouptoanyformerownersandtheequityinterestsissuedbytheGroupinexchangefor control.Acquisition-relatedcostsaregenerallyrecognisedinprofitorlossasincurred. Attheacquisitiondate,theidentifiableassetsacquired,andtheliabilitiesassumedarerecognisedattheirfairvalue. Goodwillismeasuredastheexcessofthesumoftheconsiderationtransferred,theamountofanynon-controllinginterestsandthefairvalueoftheacquirer’spreviouslyheldequityinterest(ifany)overthenetoftheacquisition- dateamountsoftheidentifiableassetsacquired,andtheliabilitiesassumed. 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. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2024 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.
The average number of employees (excluding the Directors) employed by the Group was:-
fortheyearended31December2024 INCOME TAX EXPENSE
Autonomous Robotics Ltd has unprovided trading losses carried forward of approximately £4.5m available for utilisation against future trading profits. 9.EARNINGS PER SHARE
for the year ended 31 December 2024 INTANGIBLE ASSETS AND GOODWILL
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2024 11.PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2024 INVESTMENTS – AVAILABLE FOR SALE FINANCIAL ASSETS The Group classifies the following financial assets at fair value through profit or loss (FVPL):- AFS investments have been valued incorporating Level 1 inputs in accordance with IFRS7. Equity investments that are held for trading.
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. In September 2020 a loan was issued to Tappit Technologies (UK) Ltd for £3m, 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. As of December 31 2022, interest of £424k was accrued. The Tappit Technologies (UK) Ltd loan notes were revalued in 2020 at fair value using a discounted cash flow method at the market rate of 10% on final value. The discount element of the final conversion has been valued using the Black-Scholes method to provide the fair value adjustment noted in the table above. A fair value exercise was undertaken for 2021 under the same method with no adjustment necessary due to there being no new shares or financing. The option was valued at £1,008,294. 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 27thJanuary 2023 that the position was being written down to £0 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 £3m. As a result, only the value of the accrued interest and Option value, totalling £1,432,041 has been written off, above. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2024 14.TRADE AND OTHER RECEIVABLES
15.TRADE AND OTHER PAYABLES
The warrants have been valued at fair value using the Black-Scholes model. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2024 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Financial assets mandatorily measured at FVPL include the following:-
Thalassa’s subsidiary, Autonomous Robotics Ltd, entered into a lease for the rent of the top floor of Eastleigh Court near Warminster in January 2018 for £10,000 per annum. Previously, this lease was classified as an operating lease under IAS 17. The rent was being accrued however the lease held by ARL was surrendered June 2024 and replaced with a licence to occupy which terminated on 31 December 2024. ARL subsequently relocated to new premises in Southampton. Thalassa’s subsidiary Alfalfa was transferred a lease prior to the sale of id4 which had been entered into January 2021, for the buildings surrounding and including Villa Kramerstein on the banks of Lake Lucerne in Switzerland. Alfalfa Holdings AG has agreed to the surrender of its lease of the Villa Kramerstein estate in April 2024.Alfalfa Holdings AG has then entered into a one-year lease of the ground floor of one of the estate buildings. 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 10).
fortheyearended31December2024 SHARECAPITAL
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 US$0.01 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 $ 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. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2024 CAPITAL MANAGEMENT TheGroup’scapitalcomprisesordinarysharecapital,retainedearningsandcapitalreserves.TheGroup’s objectiveswhenmanagingcapitalaretoprovideanoptimumreturntoshareholdersovertheshorttomediumtermthrough capitalgrowthandincomewhilstensuringtheprotectionofitsassetsbyminimisingrisk.TheGroupseekstoachieveitsobjectives byhavingavailablesufficientcashresourcestomeetcapitalexpenditureandongoingcommitments. At31December2024,theGrouphadcapitalof£10,389,796(2023:£9,206,379).TheGroupdoesnothaveanyexternally imposedcapitalrequirements. INVESTMENT IN SUBSIDIARIES DetailsoftheCompany’ssubsidiariesattheyearendareasfollows:
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. ASSOCIATED ENTITIES On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd 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, in which the Group owns 35% shares, was incorporated on 12 October 2021. Movement on interests in associates can therefore be summarised as follows:
NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2024 RELATED PARTY TRANSACTIONS Under the consultancy and administrative services agreement entered into on 3 January 2011 with a company in which the Chairman has a beneficial interest, the Group accrued £250,000 fees plus £32,387 expenses in 2024 (2023: £252,523) of which £250,000 was waived in relation to the equity placing (total accrual at 31 December 2024 of £121,677 (2023: £648,440)). The company also owed ARL £19,800 historical admin fees relating to the sale of Eastleigh Court Ltd. During the period David Thomas, non-executive director, invoiced the Group £Nil of which £Nil was owed as at 31 December 2024 (2023: £Nil) and £20,000 accrued. During the period Kenneth Morgan, non-executive director, invoiced the Group £Nil of which £Nil was owed as at 31 December 2024 (2023: £Nil) and £8,333 accrued. Athenium Consultancy Ltd, a company in which the Group owns shares invoiced the group for financial and corporate administration services totalling £181,500 for the period (2023: £181,500). As at the year end the Group owed £52,350 (2023: £97,499). The Group was due £5,029 (2023: £15,151) from Anemoi International Ltd, a 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 £7,914 (2023: £41,217) were charged from Thalassa. As at the year end the Group was due £49,703 (2023: £18,505) from Alina Holdings Limited, a company under common directorship. During the year services amounting to £94,083 (2023: £98,957) were charged from Thalassa. ARL owed rent of £5,000 during the period for trading premises from Eastleigh Court Limited which has subsequently been released upon surrendering the lease in June 2024. During the period Alexander Joost, director of Alfalfa, invoiced the Group 2024 fees of £5,326 of which £Nil was owed as at 31 December 2024 (2023: £Nil). During the period £28,000 was paid to Offshore Robotics related to David Grant’s director fees for his directorship of ARL, total 2024 fees were £46,000 of which £5,642 was owed as at 31 December 2024 (2023: £7,323) and £10,000 accrued. On 19 December 2024 Alina Holdings Plc participated in a placing of 6,600,000 new Company shares with 660,000 warrants (2029 Warrants) being issued to Alina Holdings subject to the terms of a warrant instrument of the same date. At the same time, Duncan Soukup participated in the placing with a resulting 1,400,000 new Company shares and 140,000 warrants being issued to him. FINANCIAL INSTRUMENTS TheGroup’sfinancialinstrumentscomprisecashandcashequivalentstogetherwithvariousitemssuchastradeandotherreceivables andtradepayablesetc,thatarisedirectlyfromitsoperations.Thefairvalueofthefinancialassetsandliabilitiesapproximatesthe carryingvaluesdisclosedinthefinancialstatements. ThemainrisksarisingfromtheGroup’sfinancialinstrumentsareinterestraterisk,foreignexchangerisk,creditriskandliquidityrisk. INTERESTRATERISK 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 £Nil as at 31 December 2024 (2023: £Nil). NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2024 FOREIGN EXCHANGERISK 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 2024 would have decreased the profit and net assets by £2,798 (2023: £760 increase). A decrease of 5% would have had an equal and opposite impact. As 31 December 2024 approximately 45% (2023: 59%) of amounts owing to suppliers are held in GBP, 48% in EUR (2023: 21%), 7% in USD (2023: 6%) and 0% in CHF (2023: 14%). CREDITRISK 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. LIQUIDITYRISK TheGroup’sstrategyformanagingcashistomaximiseinterestincomewhilstensuringitsavailabilitytomatchtheprofileofthe Group’sexpenditure.Allfinancialliabilitiesaregenerallypayablewithin30daysanddonotattractanyothercontractualcashflows. BasedoncurrentforecaststheGrouphassufficientcashtomeetfutureobligations. SUBSEQUENT EVENTS The placing shares issued as per note 24 above were admitted to trading on 10 January 2025. On 16 January 2025 the Company filed amended articles of association with the BVI Registrar of Corporate Affairs. The amendment to article 77 disapplied s.175 of the BVI Business Companies Act 2004. COPIES OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements are available on the Company’s website:www.thalassaholdingsltd.com. CONTROLLING PARTIES There is no one controlling party. DIRECTORS,SECRETARYANDADVISERS DirectorsCDuncanSoukup,Chairman David M Thomas, Non-Exec Director Kenneth Morgan, Non-Exec Director RegisteredOffice Folio Chambers P.O. Box 800, Road Town, Tortola, British Virgin Islands CompanySecretaryDuncan Soukup Solicitors to theCompanyDWF LLP (as to EnglishLaw)20 Fenchurch St, London EC3M 3AG Solicitors to theCompanyConyers Dill &Pearman (astoBVILaw) Commerce House, WickhamsCay1 PO Box3140 Road Town, Tortola British Virgin Islands VG1110 Auditors RPG Crouch Chapman LLP 40 Gracechurch Street London EC3V 0BT Registrars Link MarketServices 12 CastleStreet St Helier Jersey JE2 3RT Companywebsiteswww.thalassaholdingsltd.com www.autonomousroboticsltd.com Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ISIN: | VGG878801114 |
| Category Code: | ACS |
| TIDM: | THAL |
| LEI Code: | 2138002739WFQPLBEQ42 |
| Sequence No.: | 385429 |
| EQS News ID: | 2127130 |
| End of Announcement | EQS News Service |