REG-Thalassa Holdings Ltd Thalassa Holdings Ltd: Annual Report and Audited Accounts to 31 December 2024
Wed 07:15
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Thalassa Holdings Ltd (THAL)
Thalassa Holdings Ltd: Annual Report and Audited Accounts to 31 December 2024
30-Apr-2025 / 07:12 GMT/BST
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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
website 1 www.thalassaholdings.com. A copy has also been submitted to the National Storage
Mechanism where it will be available for inspection. Cross-references in the extracted
information below refer to pages and sections in the Company's Report and Accounts for the
year ended 31 December 2024.
2024 HIGHLIGHTS
Group Results 2024 versus 2023 GBP GBP
• Profit /(loss) after tax for the year (£1.01)m vs (£0.89)m
• Group Earnings Per Share (basic and diluted)*1 (£0.13) vs (£0.11)
• Book value per share*2 £0.62 vs £1.16
• Investment Holdings £7.9m vs £8.0m
• Cash £0.5m vs £0.1m
*1 based on weighted average number of shares in issue of 7,960,493 (2023: 7,945,838)
*2 based on actual number of shares in issue as at 31 December 2024 of 16,655,838 (2023:
7,945,838) following the placing of new ordinary shares on 19 December 2024. The shares were
admitted to trading by the LSE on 10 January 2025.
2024 Macro-Highlights
• 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
• ARL
◦ Further 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 agreement
◦ Chairman 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
2 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.”
• In 3 January 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 500 4 SPX booking an
all-time closing peak on March 7 and the technology-heavy Nasdaq Composite 5 COMP scoring
a fresh closing high at the start of this month. The Dow Jones Industrial Average 6 DJIA
also 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 the U.S. equities market, such as “quality” stocks. He also cited resource
equities, “climate-related investments,” such as solar stocks, and “deep value” as areas
of the market to consider.
• “U.S. quality stocks have a long history of slightly underperforming in bull markets and
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
FINANCIAL REVIEW
GROUP RESULTS
Continuing Operations
Total Revenue from continuing operations for the year to 31 December 2024 was (£0.22m) (2023:
£0.54m) related to rental income in Switzerland.
Cost of Sales on continuing operations were £(0.04)m (2023: £(0.03)m), resulting in a Gross
Loss of £0.26m (2023: Gross Profit £0.51m).
Administrative Expenses on continuing operations before exceptional costs were £0.3m (2023:
£0.9m) and Depreciation £0.1m compared to £0.3m in 2023.
Operating Loss was therefore £0.8 (2023: loss £0.7m).
Net Financial 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 Entities were £0.1m (2023: Nil).
Share of Losses of Associated Entities was £0.2m (2023: £0.31).
Loss Before Tax on continuing operations was £1.1m (2023: £1.0m).
Tax on 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 year This resulted in a Group loss for the year of £1.0m (2023: loss
£0.9m).
Net Assets at 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).
Net Cash Flow from operations amounted to an outflow of £0.9m as compared to £0.4m outflow in
2023.
Net Cash from Investing Activities, 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 Activities amounted to £2.7m (2023: outflow £0.2m).
Net Increase in Cash and Cash Equivalents was £0.3m resulting in Cash and Cash Equivalents at
31 December 2024 of £0.5m (2023: £0.1m).
DIRECTORS’ REPORT
The Directors present their report and the audited financial statements for the year ended 31
December 2024.
RESULTS AND DIVIDENDS
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
The Directors of the Company who held office during the year and to date, including details of
their interest in the share capital of the Company, are as follows:
Name Date Appointed Shares held
Executive Director
C Duncan Soukup 26 September 2007 3,796,970
Non-Executive Directors
David M Thomas 2 April 2008 0
-
Kenneth Morgan 24 May 2022 0
DIRECTORS’ REMUNERATION
2024 2023
Director Fees Consultancy Fees Director Fees Consultancy Fees
Executive Directors £ £ £ £
Duncan Soukup (214,118) (321,177) 105,422 147,101
Non-Executive Directors £ £ £ £
David Thomas 20,000 - 20,000 -
Kenneth Morgan 8,012 - 8,012 -
Total remuneration (186,106) (321,177) 133,434 147,101
Duncan Soukup waived 2022, 2023 and 2024 fees.
SUBSTANTIAL SHAREHOLDINGS
As of 31 December 2024, the Company had been advised of the following substantial shareholders
Holding %
Alina Holdings Plc 6,600,000 39.63%
Duncan Soukup 3,796,970 22.80%
THAL Discretionary Trust* 2,042,720 12.26%
First Equity 600,000 3.60%
Mark Costar 530,807 3.19%
Other 3,085,341 18.52%
Total number of shares in issue 16,655,838 100%
* C.Duncan Soukup is a trustee of THAL Discretionary Trust
SHARE BUY-BACK
There were no share buy backs during the year ended 31 December 2024, nor for the year ended
31 December 2023.
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 24 to the financial
statements.
OPERATIONAL RISKS
The Company may acquire either less than whole voting control of, or less than a controlling
equity interest in, an investment target, which may limit its operational strategies.
The Company is dependent upon the Directors, and in particular, Mr C. Duncan Soukup, who
serves as the Executive Chairman, to identify potential acquisition opportunities and to
execute any acquisition. The unexpected loss of the services of Mr Soukup or other Directors
could have a material adverse effect on the Company’s ability to identify potential
acquisition opportunities and to execute an acquisition.
The Company may invest in or acquire unquoted companies, joint ventures or projects which,
amongst other things, may be leveraged, have limited operating histories, have limited
financial resources or may require additional capital.
FINANCIAL RISKS
Details of the financial instrument risks and strategy of the Group are set out in note 25.
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:
Rank Risk Mitigation
Portfolio Diversification: Our
investment strategy emphasizes
Recent geopolitical tensions and shifts in trade diversification across sectors, asset
policy, particularly between major economies, classes, and geographies
have increased uncertainty around global trade
flows. Changes in trade policies, including the Engagement with Portfolio Companies:
imposition of tariffs or trade restrictions Where applicable, we engage with the
between major economies, can influence market management of key portfolio companies to
1. volatility, affect corporate earnings, and shift assess their exposure to tariffs and
global capital flows. These developments may their mitigation plans
lead to reduced investment returns or increased
risk across certain asset classes or Dynamic Asset Allocation: Retain the
geographies. Also, capital markets activity and flexibility to adjust exposures in
raising new money are affected. response to material trade-related
risks, including reweighting positions
in sectors or regions disproportionately
affected by tariff changes.
Short term and annual business plans are
Insufficient cash resources to meet liabilities, prepared and are reviewed on an ongoing
2. continue as a going concern and finance key basis. Use of various hedging
projects. instruments in order to mitigate major
financial risks.
The Board has a high degree of
confidence, from the latest
The sale of The Chairman’s personal property communication between the buyer and
currently being negotiated does not complete. seller and state of draft transaction
The Chairman announced that he would contribute documents, that the contract relating to
3. net cash proceeds from the sale of personal the sale of the relevant property will
property up to the amount of £3m (£0.3m of which be signed in the next month and the sale
has already been contributed). completed within several days of
signing, although this cannot be
guaranteed and is beyond the control of
the Board.
Growth capital fundraising being contemplated Discussions are taking place with
for one of the Group’s holdings is not investment banks and placement agents
4. successful, limiting its ability to accelerate with the bandwidth to approach their
development of its product and production, to extensive networks of capital providers,
unlock the latent potential value of its as well as targeting potential investors
technology. and strategic partners directly.
Loss of key management/staff resulting in Regular review of both the Board’s and
failure to identify and secure potential key management’s abilities. Review of
5. investment opportunities and meet contractual salaries and benefits including long
requirements. term incentives and ongoing
communication with key individuals.
Failure to maintain strong and effective The Board and senior management seek to
6. relations with key stakeholders in investments establish and maintain an open and
resulting in loss of contracts or value. transparent dialogue with key
stakeholders.
Key management are professionally
Failure to comply with law and regulations in qualified. In addition the Company
7. the jurisdictions in which we operate. appoints relevant professional advisers
(legal, tax, accounting etc) in the
jurisdictions in which we operate.
The Company’s current investments are
Significant changes in the political not expected to be adversely impacted
8. environment, including the impact of Brexit and and Management is continuing to monitor
the Ukraine and Gaza conflict, results in loss the wider political environment to
of resources/market and/or business failure. ensure that steps are taken to mitigate
political risk.
DIRECTORS’ REPORT CONTINUED
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors have elected to prepare the financial statements for the Group in accordance
with UK Adopted International Accounting Standards (“IFRS”).
The Directors are responsible for keeping proper accounting records which disclose with
reasonable accuracy at any time the financial position of the Group, for safeguarding the
assets and for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
International Accounting Standard 1 requires that financial statements present fairly for each
financial period the Group’s financial position, financial performance and cash flows. This
requires the faithful representation of the effects of transactions, other events and
conditions in accordance with the definitions and recognition criteria for assets,
liabilities, income and expenses set out in the International Accounting Standards Board’s
‘Framework for the preparation and presentation of financial statements’. In virtually all
circumstances, a fair presentation will be achieved by compliance with all applicable UK
Adopted International Accounting Standards (“IFRS”). A fair presentation also requires the
Directors to:
• select and apply appropriate accounting policies;
• present information, including accounting policies, in a manner that provides relevant,
reliable, comparable and understandable information;
• provide additional disclosures when compliance with the specific requirements in IFRSs as
applied by the UK is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the entity’s financial position and financial
performance; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the group will continue in business.
All of the current Directors have taken all the steps that they ought to have taken to make
themselves aware of any information needed by the Group’s auditors for the purposes of their
audit and to establish that the auditors are aware of that information. The Directors are not
aware of any relevant audit information of which the auditors are unaware.
The financial statements are published on the Group’s website. The maintenance and integrity
of the Group’s website is the responsibility of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the financial statements contained therein.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
• The financial statements, prepared in accordance with the Relevant Financial Reporting
Framework, give 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
on 11 June 2025.
Approved by the Board and signed on its behalf by
C.Duncan Soukup
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 at
7 https://thalassaholdingsltd.com/investor-relations/corporate-governance/ and repeated in
full below.
Board Overview
In formulating the Company’s corporate governance framework, the Board of Directors have
reviewed the principles of good governance set out in the QCA code (the Corporate Governance
Code for Small and Mid-Sized Quoted Companies 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:
1. 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;
2. Finance: The Board is currently investigating opportunities in the FinTech sector;
3. Property: The Company held a strategic stake in Alina Holdings Plc (formerly The Local
Shopping 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;
4. Education: There are few businesses that offer the same longevity and predictability of
earnings as Education; and
5. 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.
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’ OF THALASSA HOLDINGS LTD
Opinion
We have audited the financial statements of Thalassa Holdings Ltd (the ‘Company’) and its
subsidiaries (the ‘Group’) for the year ended 31 December 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.
Key audit matter How our work addressed this matter
Capitalisation of development costs
Our work included:
The Group held £1.8m (2023: £1.7m) of
development costs at the balance sheet date. Reviewing compliance of the Group’s
capitalised development costs against IAS38 –
This relates to the development of Autonomous Intangible Assets criteria;
Nodes which are not currently amortised as they
are not yet ready for use. Reviewing a sample of capitalised development
costs in the year and agreeing these to source
Management have considered all criteria for documentation, including invoices received;
capitalization to have been met. and
Given the subjective nature of the related Enquiries with management as to the current
estimates and judgements, we consider the status of the project as well as reviewing
carrying value of development costs to be a key management’s assessment of impairment.
audit matter.
Carrying value of investment in associates
The Group carrying value of the investment in Our work included:
associates stood at £1.7m (2023: £2.0m) at the
balance sheet date. Undertaking impairment reviews;
The directors are required to review the Reviewing current year performance of the
carrying value of investments for impairment associated company and expected future
annually. cashflows; and
Given the subjective nature of the related Reperformed calculations for the fair value.
estimates and judgements, we consider the
carrying value of available for sale
investments to be a key audit matter.
Our work included:
Carrying value of loans receivable • Obtaining and reviewing loan agreements to
ensure year end balances are reasonable;
The Group held £1.6m (2023: £1.5m) of loans at • Assessing each loan for recoverability to
the balance sheet date. ensure all loan balances are recoverable;
• Reviewing provisions provided for bad
Loans should initially be held at amortised debts; and
costs, plus accrued interest, less any • Recalculating interest receivable in the
provisions for bad debt identified. year via a proof in total by reference to
the underlying loan agreement.
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
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2024
2024 2023
Notes GBP GBP
Continuing Operations
Income 3 118,185 252,129
Net gains/(losses) on investments at fair value (340,498) 282,809
Investment dividend income 2,480 770
Currency gains/(losses) 440 48
Total income (219,393) 535,756
Financial holdings expenses (19,473) (15,199)
Other cost of sales (18,056) (12,926)
Total Cost of sales (37,529) (28,125)
Gross profit / (loss) (256,922) 507,631
Administrative expenses excluding exceptional costs (320,703) (900,853)
Exceptional administration costs 5 (112,777) -
Total administrative expenses (433,480) (900,853)
Operating loss before depreciation (690,402) (393,222)
Depreciation and Amortisation 10&11 (107,539) (256,425)
Operating loss (797,941) (649,647)
Net financial income/(expense) 7 18,432 (23,888)
Other gains/(losses) 29,175 17,734
Impairment of associated entities (109,159) -
Share of losses of associated entities (197,678) (307,940)
Loss before taxation (1,057,171) (963,741)
Taxation 8 43,051 72,036
Loss for the year (1,014,120) (891,705)
Attributable to:
Equity shareholders of the parent (1,014,120) (891,705)
Non-controlling interest - -
(1,014,120) (891,705)
Earnings per share - GBP (using weighted average number of shares)
Basic and Diluted - Continuing Operations (0.13) (0.11)
Basic and Diluted 9 (0.13) (0.11)
The notes on pages 30 to 47 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2024
2024 2023
GBP GBP
Profit for the financial year (1,014,120) (891,705)
Other comprehensive income:
Exchange differences on re-translating foreign operations 20,037 (200,015)
Total comprehensive income (994,083) (1,091,720)
Attributable to:
Equity shareholders of the parent (994,083) (1,091,720)
Non-Controlling interest - -
Total Comprehensive income (994,083) (1,091,720)
The notes on pages 30 to 47 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2024
2024 2023
Notes GBP GBP
Assets
Non-current assets
Intangible assets 10 1,986,276 1,697,313
Property, plant and equipment 11 15,505 1,729,924
Loans 13 2,772,292 4,785,629
Investments in associated entities 23 1,737,555 2,019,367
Total non-current assets 6,511,628 10,232,233
Current assets
Trade and other receivables 14 536,593 788,782
Available for sale financial assets 12 3,368,193 1,159,250
Cash and cash equivalents 546,890 143,295
Total current assets 4,451,676 2,091,327
Liabilities
Current liabilities
Trade and other payables 15 573,508 1,539,749
Lease liabilities 16 - 173,325
Total current liabilities 573,508 1,713,074
Net current assets 3,878,168 378,253
Non-current liabilities
Lease liabilities. 16 - 1,404,107
Total non-current liabilities - 1,404,107
Net assets 10,389,796 9,206,379
Shareholders’ Equity
Share capital 20 196,029 128,977
Share premium 23,752,772 21,717,786
Treasury shares 20 (8,558,935) (8,558,935)
Other reserves (1,620,859) (1,696,321)
Foreign exchange reserve 4,250,877 4,230,840
Retained earnings (7,630,088) (6,615,968)
Total shareholders' equity 10,389,796 9,206,379
Total equity 10,389,796 9,206,379
The notes on pages 30 to 47 form an integral part of this consolidated financial information
These financial statements were approved and authorised by the board on 29 April 2025.
Signed on behalf of the board by:
C. Duncan Soukup Chairman
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2024
Notes 2024 2023
GBP GBP
Cash flows from operating activities
Operating Loss before financing (797,941) (649,647)
Adjustments for:
Net finance costs (27,057) (279,715)
Other gains/(losses) 116 17,734
Decrease/(increase) in trade and other receivables 429,690 (23,480)
(Decrease)/increase in trade and other payables (966,239) 328,938
Loss on disposal of portfolio investments (15,610) -
Net exchange differences (43,190) (65,125)
Depreciation and amortisation 10&11 107,539 256,425
Fair value movement on portfolio financial assets 363,673 -
Cash generated by operations (949,019) (414,870)
Taxation 43,051 72,036
Net cash flow from operating activities (905,968) (342,834)
Sale/(purchase) of property, plant and equipment 113,226 (2,320)
Sale/(purchase) of intangible assets (293,145) (385,983)
Net (purchase)/sale of portfolio financial assets (1,282,467) (177,912)
Investments in subsidiaries - 29,217
Net cash flow in investing activities (1,462,386) (536,998)
Cash flows from financing activities
Interest income - 13,437
Loans collected 2,085,612 -
Issuance of share capital 716,814 -
Repayment of borrowings (50,514) (173,982)
Net cash flow from financing activities 2,751,912 (160,545)
Net increase in cash and cash equivalents 383,558 (1,040,377)
Cash and cash equivalents at the start of the year 143,295 1,383,687
Effects of exchange rate changes on cash and cash equivalents 20,037 (200,015)
Cash and cash equivalents at the end of the year 546,890 143,295
Prior year comparatives have been reclassified to conform to the current year presentation.
The notes on pages 30 to 47 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2024
Share Share Treasury Other Foreign Retained
Exchange
Capital Premium Shares Reserves Reserve Earnings Total
GBP GBP GBP GBP GBP GBP GBP
Balance as at 128,977 21,717,786 (8,558,935) (1,696,320) 4,430,855 (5,724,263) 10,298,100
31 December 2022
Exchange on - - - (1) - - (1)
conversion to GBP
Total
comprehensive - - - - (200,015) (891,705) (1,091,720)
income
Balance as at 128,977 21,717,786 (8,558,935) (1,696,321) 4,230,840 (6,615,968) 9,206,379
31 December 2023
Issuance of Share 67,052 2,110,448 - - - - 2,177,500
Capital
Other reserves - - (75,462) - 75,462 - - -
warrants
Total
comprehensive - - - - 20,037 (1,014,120) (994,083)
income
Balance as at 196,029 23,752,772 (8,558,935) (1,620,859) 4,250,877 (7,630,088) 10,389,796
31 December 2024
*Upon conversion to GBP, the variance between opening and closing rate for the reserves was
taken to the Foreign Exchange Reserve
The notes on pages 30 to 47 form an integral part of this consolidated financial information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2024
1. GENERAL INFORMATION
Thalassa Holdings Ltd (the “Company”) is a British Virgin Island (“BVI”) International
business company (“IBC”), incorporated and registered in the BVI on 26 September 2007. The
Company is a holding company with various interests across a number of industries. Company
number 1433759.
Autonomous Robotics Limited (“ARL” – formerly GO Science 2013 Ltd) is a wholly owned
subsidiary of Thalassa and is an Autonomous Underwater Vehicle (”AUV”) research and
development company.
Apeiron Holdings (BVI) Ltd is a BVI registered business and is a wholly owned by Thalassa.
Aperion Holdings (BVI) Ltd is the 100% shareholder of Alfalfa Holdings AG, a company
registered in Switzerland.
WGP Geosolutions Limited 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.
2. ACCOUNTING POLICIES
The Group prepares its accounts in accordance with applicable UK Adopted International
Accounting Standards (“IFRS”).
The financial statements have been expressed in GBP since 2021, being the functional currency
of DOA Exploration Ltd, and Autonomous Robotics Limited. The underlying records of the Company
and other subsidiaries are maintained in their respective functional currencies, being US
Dollars except for WGP Geosolutions Ltd in Euro and Alfalfa Holdings AG in Swiss francs.
The principal accounting policies are summarised below. They have been applied consistently
throughout the period covered by these financial statements.
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. 8 Monetary assets and liabilities denominated in foreign currencies are
retranslated into the presentational currency at the spot exchange rate on the balance sheet
date. Any resulting exchange differences are included in the statement of comprehensive
income. Non-monetary assets and liabilities, other than those measured at fair value, are not
retranslated subsequent to initial recognition.
DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and have a
functional currency of GBP. Exchange differences on the retranslation of operations
denominated in foreign currencies are included in Other Comprehensive Income.
Year-end GBPUSD exchange rate as at 31 Dec 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)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2024
GOING CONCERN
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 Financial Reporting Standards (IFRSs). At that date, there
were no differences between UK-adopted IFRS and EU-adopted IFRS.
Standards issued but not yet effective: There were a number of standards and interpretations
which were in issue during the current period but were not effective at that date and have not
been adopted for these Financial Statements. The Directors have assessed the full impact of
these accounting changes on the Company. To the extent that they may be applicable, the
Directors have concluded that none of these pronouncements will cause material adjustments to
the Group’s Financial Statements. They may result in consequential changes to the accounting
policies and other note disclosures. The new standards will not be early adopted by the Group
and have / will be incorporated in the preparation of the Group Financial Statements from the
effective dates noted below.
The new or amended standards include:
IAS 1 Presentation of financial statements and IFRS Practice Statement 2
IFRS 16 Lease Liability in a Sale and Leaseback
IAS 7 & IFRS 7 Disclosures: Supplier Finance Arrangements
Standards issued but not yet effective:
IAS 21 Lack of Exchangeability 1
IFRS 18 Presentation of financial statements 3
IFRS 19 Disclosures 3
1 Effective for annual periods beginning on or after 1 January 2025
2 Effective for annual periods beginning on or after 1 January 2026
3 Effective for annual periods beginning on or after 1 January 2027
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiaries). Control is achieved where the Company
has the power to govern the financial and operating policies of an entity so as to obtain
benefits from its activities.
Income and expenses of subsidiaries acquired or disposed of during the year are included in
the consolidated statement of income from the effective date of acquisition and up to the
effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is
attributed to the owners of the Company and to the non-controlling interests even if this
results in the non- controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on
consolidation.
Prior year comparatives have been reclassified to conform to current year presentation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2024
JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the Directors to make
judgements, estimates and assumptions that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. The estimates and associated assumptions
are based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The key judgement areas relate to the carrying value of provisions for loans receivable. Plant
and Equipment is reviewed annually for indication of impairment. Intellectual property is
amortised and also reviewed annually for indication of impairment. Loans receivable are
reviewed for potential recovery and impairments included where necessary. Capitalised research
and development costs are reviewed annually for indication if impairment.
Judgement is also made in respect of the accounting treatment of the THAL Discretionary Trust.
Management’s assessment is based on various indicators including activities, decision-making,
benefits and risks of the Trust. Based on this assessment, management consider that the THAL
Discretionary Trust should not be consolidated.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less depreciation and any provision for
impairment. Cost includes the purchase price, including import duties, non-refundable purchase
taxes and directly attributable costs incurred in bringing the asset to the location and
condition necessary for it to be capable of operating in the manner intended. Cost also
includes capitalised interest on borrowings, applied only during the period of construction.
Fixed assets are depreciated on a straight line basis between 3 and 15 years from the point at
which the asset is put into use.
INTANGIBLE ASSETS
GOODWILL
Goodwill arising on an acquisition of a business is carried at cost as established at the date
of acquisition of the business (see note 2.16) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s
cash-generating units (or groups of cash- generating units) that is expected to benefit from
the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually,
or more frequently when there is indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro rata based on the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognised directly in profit or loss in the
consolidated statement of income. An impairment loss recognised for goodwill is not reversed
in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset without physical substance,
is recognised to the extent that it is probable that the expected future economic benefits
attributable to the asset will flow to the Group and that its cost can be measured reliably.
Such intangible assets are carried at cost less amortisation. Amortisation is charged to
‘Administrative expenses’ in the Statement of Comprehensive Income on a straight-line basis
over the intangible assets’ useful economic life. The amortisation is based on a straight-line
method typically over a period of 1-10 years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense in the period in which it is
incurred.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2024
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 OF ASSETS
An assessment is made at each reporting date of whether there is any indication of impairment
of any asset, or whether there is any indication that an impairment loss previously recognised
for an asset in a prior period may no longer exist or may have decreased. If any such
indication exists, the asset’s recoverable amount is estimated. An asset’s recoverable amount
is calculated as the higher of the asset’s value in use or its net selling price.
An impairment loss is recognised only if the carrying amount of an asset exceeds its
recoverable amount. An impairment loss is charged to the statement of income in the period in
which it arises. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the recoverable amount of an asset, however not to
an amount higher than the carrying amount that would have been determined (net of any
depreciation / amortisation), had no impairment loss been recognised for the asset in a prior
period. A reversal of an impairment loss is credited to the statement of income in the period
in which it arises.
INVESTMENTS
Available for sale investments are initially measured at cost, including transaction costs.
Gains and losses arising from changes in fair value of available for sale investments are
recognised at fair value through profit or loss.
REVENUE
Revenue is measured at the fair value of the consideration received or receivable.
In respect of contracts which are long term in nature and contracts for ongoing services,
revenue, restricted to the amounts of costs that can be recovered, is recognised according to
the value of work performed in the period. Revenue in respect of such contracts is calculated
on the basis of time spent on the project and estimated work to completion.
Where the outcome of contracts which are long term in nature and contracts for ongoing
services cannot be estimated reliably, revenue is recognised only to the extent of the costs
recognised that are recoverable.
Where payments are received in advance in excess of revenue recognised in the period, this is
reflected as a liability on the statement of financial position as deferred revenue.
Rental income from investment properties leased out under operating leases is recognised net
of VAT, returns, rebates and discounts in the Income Statement on a straight-line basis over
the term of the lease. The directors consider this is in line with when the Company’s
performance obligations are satisfied. Standard payments terms are that services are paid in
advance. When the Group provides lease incentives to its tenants the cost of incentives are
recognised over the lease term, on a straight-line basis, as a reduction to income.
TAXATION
The Company is incorporated in the BVI as an IBC and as such is not subject to tax in the BVI.
DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and are therefore
subject to UK tax regulations. Alfalfa Holdings AG is incorporated in Switzerland in the
canton of Lucerne and are subject to Swiss tax regulations.
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities, based on tax rates and laws that are enacted or
substantively enacted by the reporting date. Tax is charged or credited directly to equity if
it relates to items that are credited or charged to equity. Otherwise, tax is recognised in
the income statement.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
Deferred tax is provided in full using the liability method on all timing differences which
result in an obligation at the reporting date to pay more tax, or the right to pay less tax,
at a future date, at rates that are expected to apply when they crystalise based on current
tax rates. Deferred tax assets are recognised for all deductible temporary differences to the
extent that it is probable that taxable profits will be available against which those
deductible temporary differences can be utilised. Deferred tax is not provided when the
amounts involved are not significant.
BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of
qualifying assets are added to the cost of those assets until such a time as the assets are
substantially ready for their intended use or sale. All other borrowing costs are recognised
in profit and loss in the period incurred.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group’s statement of financial position
when the Group becomes party to the contractual provisions of the instrument.
Loans and receivables are initially measured at fair value and are subsequently measured at
amortised cost, plus accrued interest, and are reduced by appropriate provisions for estimated
irrecoverable amounts. Such provisions are recognised in the statement of income.
Available for sale financial assets comprise 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.
Trade receivables are initially measured at fair value and are subsequently measured at
amortised cost less appropriate provisions for estimated irrecoverable amounts. Such
provisions are recognised in the statement of income.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term
highly liquid investments with maturities of three months or less at inception that are
readily convertible to a known amount of cash and are subject to an insignificant risk of
changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are
subsequently measured at amortised cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct
issue costs.
Share Capital – Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a deduction, net of
taxation, from the proceeds.
Treasury shares – Where any Group company purchases the Company’s equity share capital, the
consideration paid, including any directly attributable incremental costs (net of income
taxes) is deducted from equity attributable to the Company’s equity holders until the shares
are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly
attributable incremental transaction costs and the related income tax effects, is included in
equity attributable to the Company’s equity holders.
Financial instruments require classification of fair value as determined by reference to the
source of inputs used to derive the fair value. This classification uses the following
three-level hierarchy:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — inputs other than quoted prices included within level 1 that are observable for the
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from
prices);
Level 3 — inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
Borrowings are initially measured at fair value and are subsequently measured at amortised
cost, plus accrued interest.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value, which is calculated as the
sum of the acquisition-date fair values of the assets transferred by the Group, liabilities
incurred by the Group to any former owners and the equity interests issued by the Group in
exchange for control. Acquisition-related costs are generally recognised in profit or loss as
incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are
recognised at their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of
any non-controlling interests and the fair value of the acquirer’s previously held equity
interest (if any) over the net of the acquisition- date amounts of the identifiable assets
acquired, and the liabilities assumed.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
3. SEGMENT INFORMATION
Management have chosen to organise the Group information by revenue generated. During the year
the Group had two operating segments comprised of rental income through the Aperion Group and
Product Development through the rest of the Group.
Information related to each reportable segment is set out below.
Rental Income Other non-reportable Total Continuing
segments Operations
GBP GBP GBP
Segment income statement
Revenue 118,185 - 118,185
Expenses (54,592) (1,013,225) (1,067,817)
Depreciation (69,696) (37,843) (107,539)
Profit/loss before tax (6,103) (1,051,068) (1,057,171)
Attributable income tax (444) 43,495 43,051
expense
Profit/loss for the period (6,547) (1,007,573) (1,014,120)
Rental Income Other non-reportable Total Continuing
segments Operations
GBP GBP GBP
Segment statement of
financial position
Non-current assets - 6,511,628 6,511,628
Current assets 203,619 4,248,057 4,451,676
Assets 203,619 10,759,685 10,963,304
Current liabilities 396,028 177,480 573,508
Non-current liabilities - - -
Liabilities 396,028 177,480 573,508
Net assets (192,409) 10,582,205 10,389,796
Shareholders' equity (192,409) 10,582,205 10,389,796
Total equity (192,409) 10,582,205 10,389,796
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
4. OPERATING LOSS FOR THE PERIOD
The operating profit for the year is stated after charging:
2024 2023
GBP GBP
Wages and salaries 84,533 674,018
Social security costs 28,419 31,361
Pension costs 15,496 12,538
Audit fees 39,300 40,117
Legal and professional fees 295,244 323,841
5. EXCEPTIONAL COSTS
2024 2023
GBP GBP
Exceptional costs
Equity placing related costs 112,777 -
Total Exceptional costs 112,777 -
6. EMPLOYEES
The average number of employees (excluding the Directors) employed by the Group was:-
2024 2023
Development 5 5
5 5
7. NET FINANCIAL EXPENSE
2024 2023
GBP GBP
Loan interest receivable 45,489 45,239
Bank interest receivable 619 13,437
Bank interest payable (2,781) (3,195)
Lease liability (24,895) (79,369)
18,432 (23,888)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
8. INCOME TAX EXPENSE
2024 2023
GBP GBP
Profit/(loss) before tax from continuing operations (1,014,120) (891,705)
Tax at applicable rates (192,683) (169,424)
Losses carried forward 192,683 169,424
R&D Tax Credits relating to current year (43,051) (72,036)
Total Tax on continuing operations (43,051) (72,036)
The applicable tax rates in relation to the Group’s profits are BVI 0%, UK 25% and Swiss
12.4% (2023: 0%,25% and 12.3%).
Autonomous Robotics Ltd has unprovided trading losses carried forward of approximately £4.5m
available for utilisation against future trading profits.
9. EARNINGS PER SHARE
2024 2023
GBP GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of
shares:
Profit/(loss) for the year from continuing operations (1,014,120) (891,705)
Profit for the year (1,014,120) (891,705)
Weighted average number of shares of the Company 7,960,493 7,945,838
Earnings per share:
Basic and Diluted (GBP) from continuing operations (0.13) (0.11)
Basic and Diluted (GBP) (0.13) (0.11)
Number of shares outstanding at the period end:
Number of shares in issue 7,945,838 7,945,838
Issuance of Share Capital 8,710,000 -
Basic number of shares in issue 16,655,838 7,945,838
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
10. INTANGIBLE ASSETS AND GOODWILL
Development
costs Patents Software Total
GBP GBP GBP GBP
At 31 December 2022
Cost 1,153,647 153,501 25,096 1,332,244
Accumulated Impairment - - (12,548) (12,548)
Net book amount 1,153,647 153,501 12,548 1,319,696
Full-year ended 31 December 2023
Opening net book amount 1,153,647 153,501 12,548 1,319,696
Additions 358,590 27,393 - 385,983
Amortisation charge - - (8,366) (8,366)
Closing net book amount 1,512,237 180,894 4,182 1,697,313
At 31 December 2023
Cost 1,512,237 180,894 25,096 1,718,227
Accumulated Impairment - - (20,914) (20,914)
Net book amount 1,512,237 180,894 4,182 1,697,313
Full-year ended 31 December 2024
Opening net book amount 1,512,237 180,894 4,182 1,697,313
Additions 284,096 9,049 - 293,145
Disposal - - (696) (696)
Amortisation charge - - (3,486) (3,486)
Closing net book amount 1,796,333 189,943 - 1,986,276
At 31 December 2024
Cost 1,796,333 189,943 24,400 2,010,676
Accumulated Amortisation - - (24,400) (24,400)
Net book amount 1,796,333 189,943 - 1,986,276
The intangible assets held by the group increased as a result of capitalising the development
costs and patent fees of Autonomous Robotics Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
11. PROPERTY, PLANT AND EQUIPMENT
Plant
Land and and Motor
Total buildings Equipment Vehicles
Cost GBP GBP GBP GBP
Cost at 1 January 2023 2,736,688 2,066,129 130,483 540,076
FX movement 65,882 80,862 (14,980)
2,802,570 2,146,991 130,483 525,096
Additions 2,320 - 2,320 -
Reclassification of Motor Vehicles to Afs (288,583) - - (288,583)
investments
Cost at 31 December 2023 2,516,307 2,146,991 132,803 236,513
Depreciation
Depreciation at 1 January 705,955 235,540 127,934 342,481
FX movement 8,044 (694) - 8,738
713,999 234,846 127,934 351,219
Charge for the year on continuing operations 248,059 217,312 2,303 28,444
Foreign exchange effect on year end translation (8,795) 10,142 - (18,937)
Reclassification of Motor Vehicles to Afs (166,880) - - (166,880)
investments
Depreciation at 31 December 2023 786,383 462,300 130,237 193,846
Closing net book value at 31 December 2023 1,729,924 1,684,691 2,566 42,667
Cost at 1 January 2024 2,516,307 2,146,991 132,803 236,513
FX movement (25,676) (25,676) - -
2,490,631 2,121,315 132,803 236,513
Additions - - - -
Disposals (2,123,043) (2,121,315) (1,728) -
Cost at 31 December 2024 367,588 - 131,075 236,513
Depreciation
Depreciation at 1 January 786,383 462,300 130,237 193,846
FX movement 70,486 70,486 -
856,869 532,786 130,237 193,846
Charge for the year on continuing operations 104,054 74,326 1,283 28,445
Foreign exchange effect on year end translation (1,322) (1,322) - -
Disposals (607,518) (605,790) (1,728) -
Depreciation at 31 December 2024 352,083 (0) 129,792 222,291
Closing net book value at 31 December 2024 15,505 0 1,283 14,222
As outlined in note 2.7, an assessment is made at each financial reporting date as to whether
there is any indication of impairment of any asset. An impairment review of the Group’s
equipment has been undertaken, taking into account obsolescence, market conditions, value in
use and useful economic life. As a result, there has been no impairment charge in 2024 (2023:
£nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
12. 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.
2024 2023
GBP GBP
Available for sale investments
At the beginning of the period 1,159,250 504,877
Additions 2,713,615 880,004
Unrealised gain/(losses) (348,063) 283,031
Disposals (147,962) (636,895)
Reclassification of Motor Vehicles to Afs investments - 120,244
Forex on opening balance (8,647) 7,989
3,368,193 1,159,250
13. LOANS AND PORTFOLIO HOLDINGS
2024 2023
GBP GBP
Loans at 1 January 1,501,158 1,532,469
Accrued interest 45,489 45,239
Forex on opening balance 26,787 (76,550)
Loans at 31 December 1,573,434 1,501,158
Portfolio Holdings at 1 January 3,284,471 3,284,471
Repaid (2,085,613) -
Portfolio holdings at 31 December 1,198,858 3,284,471
Total of loans and holdings 2,772,292 4,785,629
The Loan is to the THAL Discretionary Trust, interest is payable at 3% per annum (reviewed
periodically).
The THAL Discretionary Trust is a trust, independent of Thalassa, established for the benefit
of individuals or parties to whom the Trustees wish to make awards at their discretion.
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 27th January 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
2024 2023
GBP GBP
Trade receivables 82,250 139,250
Trade receivables 82,250 139,250
Other receivables 227,795 439,319
Corporation tax 116,691 72,983
Prepayments 109,857 137,230
Total trade and other receivables 536,593 788,782
The Directors consider that the carrying value of trade and other receivables is approximate
to their fair value.
15. TRADE AND OTHER PAYABLES
2024 2023
GBP GBP
Trade payables 151,667 251,827
Other payables 10,501 310,548
Accruals 411,340 977,374
Total trade and other payables 573,508 1,539,749
16. LEASE LIABILITIES
2024 2023
Non-current liabilities GBP GBP
Lease liabilities - 1,404,107
- 1,404,107
2024 2023
Current liabilities GBP GBP
Lease liabilities - 173,325
- 173,325
17. SHARE BASED PAYMENTS
Warrants Outstanding
2024
Number of Warrants Granted 4,926,553
Vesting Period 5 Years
Warrant strike price 30.00p
Current share price 23.50p
Volatility 10.98%
Risk-free interest rate 4.30%
Life of Warrant 5 Years
Fair Value GBP 75,462
Effective on the placement of shares, the Company has issued 4,926,553 warrant instruments.
The exercise period for the warrants is 5 years and the exercise price for the warrants is the
Subscription Price.
The warrants have been valued at fair value using the Black-Scholes model.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets mandatorily measured at FVPL include the following:-
2024 2023
GBP GBP
Non current assets
Investments in associated entities 1,737,555 2,019,367
Portfolio Holdings 1,198,858 3,284,471
Current assets
Available for sale financial assets 3,368,193 1,159,250
At 31 December 6,304,606 6,463,088
2024 2023
Amounts recognised in profit or loss:- GBP GBP
Available for sale financial assets (348,063) 283,031
Investments in associated entities (197,678) (307,940)
(545,741) (24,909)
19. LEASES AS LESSEE
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).
Land and
buildings
GBP
Balance at 1 January 2024 1,684,691
Depreciation charge for the year (74,326)
Foreign exchange effect on year end translation (94,840)
Disposals (1,515,525)
Balance at 31 December 2024 -
Amounts recognised in profit or loss
Total
2024 - Leases under IFRS 16 GBP
Interest on lease liabilities (24,895)
Expenses related to short-term leases (65,537)
Right of use asset (63,839)
(154,271)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
20. SHARE CAPITAL
As at As at
31 Dec 2024 31 Dec 2023
GBP GBP
Authorised share capital:
100,000,000 ordinary shares of $0.01 each 1,000,000 1,000,000
Exchange Rate for Conversion 1.61674 1.61674
100,000,000 ordinary shares of $0.01 each in GBP 618,529 618,529
Allotted, issued and fully paid:
20,852,359 ordinary shares of $0.01 each 208,522 208,522
Average Exchange Rate for Conversion 1.61674 1.61674
20,852,359 ordinary shares of $0.01 each in GBP 128,977 128,977
Equity placing 8,710,000 ordinary shares of $0.01 67,052 -
Total 196,029 128,977
Number of
Number Treasury Treasury
of shares shares shares GBP
Balance at 31 December 2022 7,945,838 12,906,521 8,558,935
Capital Redemption - - -
Recording error - - -
Shares purchased - - -
Balance at 31 December 2023 7,945,838 12,906,521 8,558,935
Capital Redemption - - -
Equity placing 8,710,000 - -
Balance at 31 December 2024 16,655,838 12,906,521 8,558,935
Treasury shares represents the cost of the Company buying back its shares. There were
12,906,521 shares held in Treasury as at 31 December 2024 (2023: 12,906,521 shares) which
comprised 43.79% of the total issued share capital (2023: 61.9%). No purchase took place in
2024 (2023: nil).
Under the Company’s memorandum of association, the Company is authorised to issue 100,000,000
shares of one class with a par value of 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
21. CAPITAL MANAGEMENT
The Group’s capital comprises ordinary share capital, retained earnings and capital reserves.
The Group’s objectives when managing capital are to provide an optimum return to shareholders
over the short to medium term through capital growth and income whilst ensuring the protection
of its assets by minimising risk. The Group seeks to achieve its objectives by having
available sufficient cash resources to meet capital expenditure and ongoing commitments.
At 31 December 2024, the Group had capital of £10,389,796 (2023: £9,206,379). The Group does
not have any externally imposed capital requirements.
22. INVESTMENT IN SUBSIDIARIES
Details of the Company’s subsidiaries at the year end are as follows:
Effective
Share holding
Name of subsidiary Place of incorporation 2024 2023
DOA Alpha Ltd (formerly WGP Group Ltd) British Virgin Islands 100% 100%
DOA Exploration Ltd (formerly WGP Exploration Ltd) England & Wales 100% 100%
DOA Delta Ltd (formerly WGP Survey Ltd) British Virgin Islands 100% 100%
Apeiron Holdings (BVI) Ltd (formerly Autonomous Holdings British Virgin Islands 100% 100%
Ltd)
Autonomous Robotics Ltd England & Wales 100% 100%
WGP Geosolutions Limited Cyprus 100% 100%
Alfalfa Holdings AG Switzerland 100% 100%
Thalassa Holdings (II) Ltd British Virgin Islands 100% 100%
The Group prepares its accounts in accordance with applicable UK Adopted International
Accounting Standards (“IFRS”)., through application of the appropriate standard the
investments in subsidiaries are held at cost within the Group financial statements.
Due to the pre- or early stage revenue producing status, and therefore book value, of
Autonomous Robotics Limited the directors of the Group feel that the IFRS cost basis does not
represent a market value of the subsidiaries.
23. ASSOCIATED ENTITIES
On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd 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:
2024 2023
GBP GBP
Fair value of investment at 1 January 2,019,367 2,356,526
Share of profits/(losses) for the year attributable to the Group (198,940) (307,862)
Purchases - 68,642
Impairment of Anemoi (110,000) -
Exchange Variance 27,128 (97,939)
1,737,555 2,019,367
There are no other entities in which the Group holds 20% or more of the equity, or otherwise
exercises significant influence over the affairs of the entity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
24. 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.
25. FINANCIAL INSTRUMENTS
The Group’s financial instruments comprise cash and cash equivalents together with various
items such as trade and other receivables and trade payables etc, that arise directly from its
operations. The fair value of the financial assets and liabilities approximates the carrying
values disclosed in the financial statements.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign
exchange risk, credit risk and liquidity risk.
INTEREST RATE RISK
The Group does not undertake any hedging against interest rate risk. The Group finances its
operations from the cash balances on the current and deposit accounts. The Group had total
borrowings of £Nil as at 31 December 2024 (2023: £Nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
FOREIGN EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities from time to time to mitigate
foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 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%).
CREDIT RISK
Group credit risk is predominantly a matter of individual corporate risk. However, Group
companies also operate in frontier and challenging regions which has the potential to add risk
and uncertainty both from an operational and financial point of view. Whenever and wherever
possible the Group attempts to mitigate this risk.
In line with other international companies, the Group is exposed to geopolitical risks and the
possibility of sanctions which could adversely affect our ability to perform operations or
collect receivables from our clients. This risk is uninsurable and unhedgeable.
LIQUIDITY RISK
The Group’s strategy for managing cash is to maximise interest income whilst ensuring its
availability to match the profile of the Group’s expenditure. All financial liabilities are
generally payable within 30 days and do not attract any other contractual cash flows. Based on
current forecasts the Group has sufficient cash to meet future obligations.
26. 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.
27. COPIES OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements are available on the Company’s website:
9 www.thalassaholdingsltd.com.
28. CONTROLLING PARTIES
There is no one controlling party.
DIRECTORS, SECRETARY AND ADVISERS
Directors C Duncan Soukup, Chairman
David M Thomas, Non-Exec Director
Kenneth Morgan, Non-Exec Director
Registered Office Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Company Secretary Duncan Soukup
Solicitors to the Company DWF LLP
(as to English Law) 20 Fenchurch St, London EC3M 3AG
Solicitors to the Company Conyers Dill & Pearman
(as to BVI Law) Commerce House,
Wickhams Cay 1 PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Auditors
RPG Crouch Chapman LLP
40 Gracechurch Street
London EC3V 0BT
Registrars
Link Market Services 12 Castle Street
St Helier Jersey JE2 3RT
Company websites 10 www.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
══════════════════════════════════════════════════════════════════════════
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