Thalassa Holdings Ltd Annual Report and Audited Accounts to 31 December 2025
30/04/2026 15:33
| Thalassa Holdings Ltd (THAL) Annual Report and Audited Accounts to 31 December 2025 30-Apr-2026 / 15:33 GMT/BST Thalassa Holdings Ltd Thalassa Holdings Ltd ("Thalassa" or the "Company") (Reuters: THAL.L, Bloomberg: THAL:LN) Final Results For Year Ended 31 December 2025 The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2025, which will shortly be published on the Company's website. A copy will also be submitted to the National Storage Mechanism where it will be available for inspection.Cross-references in the extracted information below refer to pages and sections in the Company's Report and Accounts for the year ended 31 December 2025. 2025 HIGHLIGHTS Group Results 2025 versus 2024 GBPGBP
Cambodia and Thailand Clash Cardinal Robert Prevost becomes Pope Leo XIV India and Pakistan Clash The AI Race Intensifies and moves into Overdrive Sudan’s Civil War Continues – Over 400,000 people have so far died Trump administration brokers a Gaza Peace Plan The war in Ukraine, in its fourth year, intensifies Israel and the USA attack Iran’s Nuclear Facilities China flexes its muscles and weaponises rare-earth minerals Trump disrupts US Foreign Policy and launched Liberation Day April 2, 2025 introducing 10% Tariffs on most imports and up to 50% on a Country specific basis 2026 World-Highlights January/The US carried out large-scale strike on Venezuela and captured President Maduro and his wife March/The US and Israel relaunch strikes against Iran Nuclear and military facilities Iran confirms the death of Supreme Leader Ali Khamenei April/USA and Israel agree ceasefire agreement with Iran April/Israel continues military intervention in Lebanon Iran accuses Israel of breaching ceasefire agreement 2025 Stock Market Highlights It’s been the best three-year stretch for stocks since the Dotcom Boom.S&P 500: + 16.4% Dow Jones Industrial Average:+ 13.0% Nasdaq Composite:+ 20.4% Russell 2000(small caps):+ 11.3% S&P 400(mid caps): + 5.9% FTSE 100 + 21.5% AIM 100+7.7% The 16.4% return for S&P 500 follows returns of 24% in 2023 and 23% in 2024 The S&P 500 and the Dow hit all-time closing highs on December 24, reaching 6,932 and 48,731 on that date, respectively. The Nasdaq Composite hit its all-time closing high on October 29 at 23,958. Since reaching their all-time highs at the end of 2025 all 3 major US indices have fallen on the back of the Iran War and soaring oil price Top Performing US Stocks in 2025 The top performing stock on the S&P 500 in 2025 was Western Digital, a provider of large capacity hard disk drives. It returned about 319% in 2025. Micron Technology, which makes high bandwidth memory and storage chips, was the second-best performer last year, returning 274% for the year. Seagate Technology, a rival of Western Digital in the hard disk drive space, was third with an annual return of 235%. The top stock on the blue-chip Dow Jones Industrial Average in 2025 was Caterpillar, the farm equipment manufacturer. It returned 69% in 2025. Financial service giant Goldman Sachs was second with a 64% return last year. Goldman Sachs was buoyed by a strong year for M&A. Third on the Dow was AI chip maker Nvidia, which returned 41% last year. It’s down from the triple-digit returns of the previous two years, but was a still as strong year for the world’s most valuable company. US Market Valuation leaves the Earth’s atmosphere Having scaled unseen heights in 2024 when the Buffett Indicator, US Stock Market Value compared to US GDP, reached a high of 211%, 67% higher than the long-term trend line, 2025 saw further gains with the index reaching 230% of GDP, or an astonishing 75%, or 2.4 standard deviations higher than the long-term trend whilst Berkshire Hathaway’s cash-pile which reached a record $323 billion in 2024 continued to climb, reaching another record $373bn at the end of 2025. 2025 Micro-Highlights ARLCompletion of first Commercial Grade Node on track for completion Q2 2026. Node successfully tested to a depth of 1,000 meters! Engagement with potential sources of funding and strategic partners continue and planned to accelerate once commercial node is completed. Initial discussion with NATO will have been held by the time of publication of these results and further meetings with defence contractors planned for the coming months. Tappit restitution agreementChairman’s contribution now £2.3m of up to a possible £3m with a final instalment anticipated by end of June 2026. Our main publicly quoted positions had a mixed performance in 2025. Newmark Security plc (NWT) increasing by 41.7%, in large part due to our publicly distributed letter to the NWT Board challenging their Executive compensation and lack of BOD independence, which have resulted in the appointment of two new non-executive directors and the departure of one long serving director. On the other hand, Surgical Innovations Group PLC (SUN) shares declined by 25%, as a result of which I joined the Board along with a new Chairman and one other independent director. Good progress has been made at the Company since these changes were undertaken. More on the company can be found atwww.sigroupplc.com In consideration of waiving 2021, 2022, and 2023 consultancy fees of £1,013,888, the Chairman received 4,055,553 warrants pursuant to the terms of a warrant instrument executed by the Company on 19 December 2024. Each warrant confers the right on the holder to subscribe for one new ordinary share. The exercise price of each warrant is £0.30. The final exercise date for the warrants is 31 December 2029. Sounding like a Broken Record No one like a party pooper, someone who constantly reminds those hooked on drugs and/or alcohol who just ‘Wanna have fun” that maybe, just maybe they should reflect on their behaviour; this is true whether you are Tiger Woods, or whether you are an investor (speculator!) in the stock market. A case in point is the recent astronomical 700% increase in the shares of Avis Budget (CAR), over a two-month period (due to a short squeeze) followed by a TWO DAY 70% decline. Investing? I’m not sure about that! Or the even crazier rise and fall of WeShop (WSHP), previously lost on the Aquis market, which, delisted and then some months later listed on NASDAQ, reached a high of $200 per share before falling 95% and is now trading at a recent price of $9.87 per share. Why would one of the World’s greatest golfers get behind the wheel and proceed to drive at speed into the back of a truck, flip his car, again, but fortunately this time walk away unscathed. Clearly the Tiger has learned nothing from his past accident. Luckily, he has so far only caused damage to himself! The Stock market is similar to Tiger. Following its all-time high in February 2020 the NASDAQ Composite fell 30% in a month, then recovered and soared over 130% from March 2020 to November 2021 before Covid knocked the wind out of the market and left investors nursing a ~40% loss before the market again took flight gaining ~100% between December 2022 and February 2025; until it was again stopped in its tracks due to the introduction of Tariffs on Liberation Day which caused a ~25% decline in the NASDAQ Market. Again, the decline was short-lived, and the market rallied ~50% between April 2025 and October 2025. Since then, the USA and Israel have attacked Iran in an attempt to take out their nuclear enrichment and nuclear bomb manufacturing capabilities. The result is that the Strait of Hormuz has been closed and 800 ships are stranded in the Persian Gulf, and the price of oil shot up 60% between January 2026 and April 2026. The Trump Administration facing mid-Term elections needs a quick win to add to Venezuela and Cuba. Iran appears to have been a bad bet and, if history repeats itself, the US may find itself trapped in a War it can’t actually win! As far as the Markets are concerned, tenuous ceasefires will come and go but the chances of lasting peace is as remote today as it has been for the past 2,000 years. Call me old fashioned but this is not investing this is gambling or should I say “predicting”! Bubbles and AI Looking backwards, what happened to our 2021 bubble? The Covid stimulus bubble appeared to be 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 the Shiller price-to-earnings ratio at 39.14 (8 April 2026) vs. a high of 44.19 (Dec. 1999) and a low of 4.78 (Dec. 1920) which is “the top 1% of history,” while total profits are also near record levels. The Mean is 17.35 and the Median 16.07 “The paradox that worries me here for the U.S. market is that we start from a Shiller P/E and corporate profit margins that are near record levels and therefore predicting near perfection”. (Jeremy Grantham) “If margins and multiples are both at record levels at the same time, it really is double counting 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.” (Jeremy Grantham) ‘Can’t get blood out of a stone’ When the price of an asset doubles, its future return is halved, Grantham said in his latest paper. “The simple rule is, you can’t get blood out of a stone”. To Grantham’s thinking, the long-term prospects for the U.S. stock market look “poor” as it’s generally overpriced and never has seen “a sustained rally starting from a 34 Shiller P/E.” “The only bull markets that continued up from levels like this were the last 18 months in Japan until 1989, and the U.S. tech bubble of 1998 and 1999, and we know how those ended,” he said. “Separately, there has also never been a sustained rally starting from full employment.” While AI seems likely to be at least “as powerful and world-changing as the internet,” tech revolutions tend to see “early massive hype and a stock-market bubble”. He cited Amazon.com Inc. AMZN as an example of speculation in the late 1990s, noting its stock plunged before the company rebounded into the giant online retailer it is today. “As the most remarkable example of the tech bubble, Amazon led the speculative market, rising 21 times from the beginning of 1998 to its 1999 peak, only to decline by an almost inconceivable 92% from 2000 to 2002, before inheriting half the retail world!” In his paper, the GMO co-founder didn’t stop at warning about looming dangers for U.S. stocks should the “AI bubble” burst and finish the job deflating the “original bubble” that had worried him. “It also seems likely that the after-effects of interest-rate rises and the ridiculous speculation of 2020-2021 and now (November 2023 through today) will eventually end in a recession,” Grantham cautioned. On a brighter note, Grantham said there’s “a reasonable choice of relatively attractive investments” in theU.S. equities market, such as “quality” stocks. He also cited resource equities, “climate-related investments,” such as solar stocks, and “deep value” as areas of the market to consider. “U.S. quality stocks have a long history of slightly underperforming in bull markets and substantially outperforming in bear markets,” he said, “although they did unusually well in the recent run-up.” Non-U.S. Equities and Real Estate If things are so good, why on earth is the rest of the world so down at heel, with very average economic strength and average profitability and with both getting weaker? The UK and Japan are both in technical recessions; the EU, especially Germany, also looks weak; and China, which has done a lot of the heavy lifting in global growth for the last few decades, is pretty much a basket case for a while (although getting very cheap in its stock market). Global residential real estate looks particularly tricky also, although it often takes a very long time for prices to catch up or down with mortgage costs. Can any young couple in the developed world today buy a new home comparable to those bought at the same age by their parents? Peak prices as a multiple of family income multiplied by an old-fashioned looking mortgage rate (now 6.8% in the U.S.) makes for a very tough affordability calculation. And as for office space, forget about it. With the double problem of higher rates and Covid-induced work-from-home, no one is confident of anything, no one will build anything new, and all sit holding their breath as appraisals start to come down and bank loans to commercial property look increasingly dicey. And in China, extreme overbuilding threatens both housing and commercial real estate. Throw in a couple of wars that refuse quick endings and rising possibilities of expanded military confrontations with Russia and China, and you can see why the rest of the world is sober and much more reasonably priced than the U.S. (Understanding U.S. optimism is much more difficult.) To be more precise, I would say that in contrast to extreme overpricing of U.S. equities, those overseas are a little overpriced, offering uninspired but positive returns. The positive exceptions to this general, moderate overpricing are at the value or low-growth end of emerging market equities and non-U.S. developed equities (including Japan), which are not only much cheaper than the high-growth varieties but are selling in a range from fair price to actually cheaper than normal. Mr Grantham has a darn good record on predicting outcomes; however, one point he consistently makes is that he cannot forecast the “when”!I agree with Mr Gratham’s conclusion, the US Markets are clearly in a bubble, however, when that bubble will burst is quite unclear. Duncan Soukup CHAIRMAN’S STATEMENT Holdings Newmark Security plc (NWT LN) +41.7% THAL currently own’s 21.9% of NWT, making us the largest shareholder in the company. In last year’s AR we stated that we were “unhappy with both the operational- and financial performance of NWT”. We have since written an open letter to the NWT Board outlining our grievances. The net result is that one long serving (not so independent) Director has now been replaced by two new Independent Directors.Whilst this is a step in the right direction, it is too little too late as far as we are concerned and we will continue to lobby, publicly, if necessary, for further actions to increase shareholder value. The shares of NWT have responded well to our actions, and we have increased our holding by ~1% to 21.9%. Surgical Innovations Group plc (SUN LN) -25% SUN’s2024 results were disappointing and 2025’s not much better. Mr Soukup has joined the SUN Board in support of a new Chairman tasked with enhancing shareholder value. Autonomous Robotics Ltd. (ARL) Development of the production standard seismic sensor flying node has now moved from design to production. All mechanical-, electronic- and electrical-parts have been manufactured, and assembly and testing of the hardware design progressed with a suitable electromechanical test rig designed, built and tested to perform bench-testing prior to field testing. The mechanical parts of the production node have been manufactured and assembled and await the completion of electronic printed circuit board (pcb) testing. Software development of the main operational functions and sensor interfaces of the seismic node has progressed well with evaluation performed on the software simulator and numerous field tests performed using the prototype flying node as the test platform. Some aspects of the software tested require upgrading for the new production node and work in implementing these changes is well underway. Additional software features to enhance reliability and improve operator mission programming will continue in 2026. The completion of manufacture and bench test of the first production standard seismic node is still scheduled to complete in Q2 of 2026. This will be followed by in-water testing and performance trials during Q3 to quantify the operation and reliability of the seismic node. Completion of the first production standard seismic node is a major milestone for the product and will be followed by proof-of-concept demonstrations to potential customers and strategic investors. Underwater Defence and Environmental markets for variants of the Flying Node continue to be investigated with operational concepts utilising alternative sensors and equipment mounted on the node being promoted. Operation with an underwater drone SWARM software platform is also being progressed. ARL is a “Deep Tech” company; a company with the expressed objective of providing technology solution based on substantial scientific or engineering challenges. They present challenges requiring lengthy research and development and large capital investment before successful commercialization. The primary risk is technical risk, while market risk is often significantly lower due to the clear potential value of the solution. The underlying scientific or engineering problems solved by deep tech generates valuable intellectual property which is hard to reproduce. (cf. Wikipedia Deep Tech). The NAV of ARL in the Company’s books is (£6.826m). made up of (£9.2m) of intercompany debt to ARL and £2.4m of capitalised R&D. Most of the ARL investment was funded by free cash flow generated by WGP, and to a lesser extent from the sale of WGP to Fairfield. The development phase has, as is invariably the case with such an ambitious project, taken longer than planned BUT is now close to completion but with the added benefit of expended created by the large scale use of drones in the Ukraine/Russia and US/Israel/Iran conflicts. The use of aerial, surface and sub-sea drones in the afore-mentioned conflicts has changed modern warfare and whilst ARL’s node was originally designed for commercial use, it is fundamentally a software driven, delivery platform that can easily be converted and adapted for defence purposes. We appreciate that information on the development of the Node (and Defence Drone) has been limited but the reality of the situation is that we cannot patent all the technology that we have developed as it simply gives the competition access to our IP. THAL has in the past already been the victim of commercial espionage, when a competitor visited our WGP facility and tried to replicate our Portable Modular Source System (PMSS), which they did. Fortunately, they did not have the know-how, and the project that they won on the back of our technology turned into a disaster as their system simply did not work; WGP subsequently won the contract to replace them. THAL has invested heavily in ARL with no guaranteed return, Either the product works, and the potential returns are substantial or it doesn’t, and more money will be required to complete the process. The THAL Board has confidence in the procedures being followed by the ARL design and engineering team but there are no guarantees! Having said that, the final hurdle is in sight. Once the out-of-water tests have been completed final in-water operating tests will be undertaken to ensure that all aspects of the Node function seamlessly together. We are quietly confident that the hard work and dedication of the ARL team will deliver on time and will then allow us to focus on securing working partners. 2026 Conclusion THAL has an interesting portfolio of Private and Public Assets which the Directors believe are not reflected in the Company’s public market capitalisation. However, we also understand that we have to deliver. Deep Tech businesses take time to develop, more time than most public company investors are willing to give Management, even those that claim to be long term investors. Nonetheless, we have chosen to persevere despite some constant badgering from ignorant people in chat rooms. Trust me when I say that there is nothing better than a bunch of hecklers to motivate us to succeed…and to prove them wrong. This philosophy also extends to our public company investments such as NWT. Despite our view that the founders have used the Company as a private piggy-bank, we believe that the intrinsic value of the business to be well in excess of the company’s current market cap. The BOD of THAL will continue to push boundaries and seek returns in places others fear to trade. Again, I express my thanks to our employees, shareholders and fellow directors for their support. Duncan Soukup Chairman 30 April 2026 FINANCIALREVIEW GROUPRESULTS Continuing Operations Total Revenuefrom continuing operations for the year to 31 December 2025 was £0.42m (2024: (£0.22m)) related to rental income in Switzerland and net gains on fair value investments. CostofSaleson continuing operations were £0.07m (2024: £0.04m), resulting in aGrossProfitof£0.35m (2024: Gross Loss £0.26m). AdministrativeExpensesoncontinuing operations before exceptional costs were £0.6m (2024: £0.3m), an increase principally driven by FDL consultancy fee waived in 2024, andDepreciation£0.03m compared to £0.1m in 2024. Operating Losswas therefore £0.2m (2024: loss £0.8m). NetFinancial Income/(Expense)of £0.04m included net foreign exchange income, net interest expense and net income from financial investments including fair value adjustments (2024: expense £0.02m). Other Gains/(Losses)were loss of £0.06m (2024: gain of £0.03m). Impairment of Financial Assetswere £0.9m (2024: Nil). Impairment of Associated Entitieswere Nil (2024: £0.1m). Share of Losses of Associated Entitieswas £0.3m (2024: £0.2m). LossBeforeTaxon continuing operations was £1.4m (2024: £1.1m). Taxon continuing operations for the period was £0.002 relating to overseas tax (2024: credit £0.04m). Profit/(Loss) for the yearThis resulted in a Group loss for the year of £1.4m (2024: loss £1.0m). NetAssetsat 31 December 2025 amounted to £8.8m (2024: £10.4m) resulting in net assets per share of £0.53 based on 16,655,838 shares in issue versus £0.62 in 2024 including cash of £0.2m equivalent to £0.01 per share (2024: £0.5m and £0.03 per share). NetCashFlowfrom operations amounted to an outflow of £0.3m as compared to £0.9m outflow in 2024. NetCashfromInvestingActivities,amounted to an outflow of £0.01m (2024 inflow £0.6m) relating to continuing operations in the purchase of financial assets at fair value through profit or loss. Net Cash Inflow from Financing Activitiesamounted to £0.1m (2024: inflow £0.7m). Net Decrease in Cash and Cash Equivalentswas £0.2m resulting in Cash and Cash Equivalents at 31December 2025 of £0.2m (2024: £0.5m). DIRECTORS’REPORT TheDirectorspresenttheirreportandtheauditedfinancial statementsfortheyearended31December2025. RESULTSANDDIVIDENDS The Group made a loss attributable to shareholders of the parent for the year ended 31 December 2025 of £1.4m (2024: loss £1.0m). The Directors do not recommend the payment of a dividend. DIRECTORS AND DIRECTORS’INTERESTS TheDirectorsoftheCompanywhoheldofficeduringtheyearandtodate,includingdetailsoftheirinterestinthesharecapital oftheCompany,areasfollows:
SHARE BUY-BACK There were no share buy backs during the year ended 31 December 2025, nor for the year ended 31 December 2024. DONATIONS The Company made no political donations during the year ended 31 December 2025 (2024: nil). RELATED PARTYTRANSACTIONS Detailsofallrelatedpartytransactionsaresetoutinnote24tothefinancialstatements. OPERATIONAL RISKS The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, an investment target, which may limit its operational strategies. The Company is dependent upon the Directors, and in particular, Mr C. Duncan Soukup, who serves as the Executive Chairman, to identify potential acquisition opportunities and to execute any acquisition. The unexpected loss of the services of Mr Soukup or other Directors could have a material adverse effect on the Company’s ability to identify potential acquisition opportunities and to execute an acquisition. The Company may invest in or acquire unquoted companies, joint ventures or projects which, amongst other things, may be leveraged, have limited operating histories, have limited financial resources or may require additional capital. FINANCIAL RISKS Detailsofthefinancial instrument risks andstrategyoftheGrouparesetoutinnote25. 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:
TheDirectorshaveelectedtopreparethefinancial statementsfortheGroupinaccordancewithUK Adopted International Accounting Standards (“IFRS”). The Directors are responsible for keeping properaccounting recordswhichdisclosewithreasonableaccuracyatanytime the financial position of the Group, for safeguardingthe assetsandfortakingreasonablestepsforthepreventionand detection of fraud and otherirregularities. InternationalAccountingStandard1requiresthatfinancial statements present fairly for each financial periodthe Group’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘Framework for the preparation and presentation of financial statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable UK Adopted International Accounting Standards (“IFRS”). A fair presentation also requires the Directors to: selectandapplyappropriateaccountingpolicies; present information, including accounting policies, in a manner that provides relevant, reliable,comparable and understandableinformation; provideadditionaldisclosureswhencompliancewith the specific requirements in IFRSs as applied by the UK is insufficientto enable users to understand the impact ofparticular transactions,othereventsandconditionsontheentity’s financialpositionandfinancialperformance;and prepare the financial statements on the going concern basisunlessitisinappropriatetopresumethatthe group will continue inbusiness. All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Group’s auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware. The financial statements are published on the Group’s website. The maintenance and integrity of the Group’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. RESPONSIBILITY STATEMENT We confirm that to the best of our knowledge: The financial statements, prepared in accordance with the Relevant Financial Reporting Framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; The financial review/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 notified in due course. Approvedby theBoardandsignedon itsbehalf by C.DuncanSoukup Chairman 30 April 2026 CORPORATE GOVERNANCE STATEMENT The Company’s shares are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s Main Market.The Board recognises the importance and value for the Company and its shareholders of good corporate governance.The Company Statement on Corporate Governance is available athttps://thalassaholdingsltd.com/investor-relations/corporate-governance/and repeated in full below. Board Overview In formulating the Company’s corporate governance framework, the Board of Directors have reviewed the principles of good governance set out in the QCA code (the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2023 published by the Quoted Companies Alliance) so far as is practicable and to the extent they consider appropriate with regards to the Company’s size, stage of development and resources. However, given the modest size and simplicity of the Company, at present the Board of Directors do not consider it necessary to adopt the QCA code in its entirety. The purpose of corporate governance is to create value and long-term success of the Group through entrepreneurism, innovation, development and exploration as well as provide accountability and control systems to mitigate risks involved. Composition of the Board and Board Committees As at the date of this report, the Board of Thalassa Holdings Ltd comprises of one Executive Director and two Non-Executive Directors, which complies with the QCA Code. The Board notes that the roles of Executive Chairman and Company Secretary are combined in the person of C. Duncan Soukup. The Board considers this arrangement appropriate given the current scale of the Group's operations. The two independent non-executive directors review all related party transactions in which the Chairman has a personal interest; any such transaction requires the approval of the independent directors acting without the Chairman's participation. The Board will review this arrangement as the Group's activities develop. David Thomas has £101,249 of outstanding NED fees at 31 December 2025 (FY2021-FY2025). The Board has assessed David Thomas's independence notwithstanding this accumulated balance and considers that he remains independent because the debt is an arms length commercial arrangement and does not create a circumstance that could reasonably be expected to compromise his objective judgement. The Board intends to establish a payment schedule to pay David Thomas over the next 12 months. Board Balance The current Board membership provides a balance of industry and financial expertise which is well suited to the Group’s activities. This will be monitored and adjusted to meet the Group’s requirements. The Board is supported by the Audit Committee, Remuneration Committee and Regulatory Compliance Committee, all of which have the necessary character, skills and knowledge to discharge their duties and responsibilities effectively. Further information about each Director may be found on the Company’s website at https://thalassaholdingsltd.com/investor-relations/board-directors/. The Board seeks to ensure that its membership has the skills and experience that it requires for its present and future business needs. All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed. The Board has a procedure allowing Directors to seek independent professional advice in furtherance of their duties, at the Company’s expense. Re-election of Directors In line with the QCA Code, all Directors are subject to re-election each year, subject to satisfactory performance. Board and Committee Meetings The Board meets sufficiently regularly to discharge its duties effectively, formally and informally. The Board held three full meetings for regular business during 2025, in addition to a number of informal ones. Audit committee During the financial period to 31 December 2025, the Audit Committee consisted of the Board, which included two directors with at least one being an independent Director. The key functions of the audit committee are for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Committee has formal terms of reference. The external auditor, RPG Crouch Chapman, was appointed on 19 April 2023 and has indicated its independence to the Board. Significant financial reporting issues considered during FY2025: (1) Capitalisation of ARL development costs: the committee reviewed management's assessment of the IAS 38 capitalisation criteria and challenged the assumptions regarding technical feasibility and availability of resources in the context of the Group's going concern position. The committee is satisfied that the criteria for capitalisation are met and that the carrying value of £2,386,119 is supportable. (2) Carrying value of FVTPL investments: the committee reviewed the valuation methodology and hierarchy classifications for the investment portfolio (£3,417,171) and considered the impact of the NWT and SUN significant influence assessments. (3) Carrying value of loans receivable: the committee reviewed the recoverability of the Trust loan (£1,087,123) and Tappit restitution balance (£689,531) and considered the adequacy of the ECL assessment. The Audit Committee has undertaken a robust challenge and review of management’s going concern assessment, including the appropriateness of the forecast period, the underlying trading assumptions, liquidity headroom, covenant compliance, downside scenarios and mitigating actions available to the Group. Particular attention was given to the key estimates and judgements that have the greatest bearing on the assessment, including revenue growth, margin performance, working capital movements, capital expenditure, financing costs and the timing and effectiveness of controllable cost and cash management measures. The Audit Committee also considered the sensitivity of these assumptions to reasonably possible changes in market and operational conditions. Following this review, the Audit Committee has concluded the Group can continue as a going concern. Remuneration Committee During the financial period to 31 December 2025, the Remuneration Committee consisted of David Thomas and any other one director from the Board. It is responsible for determining the remuneration and other benefits, including bonuses and share based payments, of the Executive Directors, and for reviewing and making recommendations on the Company’s framework of executive remuneration. The Committee has formal terms of reference. The remuneration committee is a committee of the Board. It is primarily responsible for making recommendations to the Board on the terms and conditions of service of the executive Directors, including their remuneration and grant of options. Regulatory Compliance Committee During the financial period to 31 December 2025, the Regulatory Compliance Committee consisted of any two directors from the Board. The committee is responsible for ensuring that the Company’s obligations under the Listing Rules are discharged by the Board. The Committee has formal terms of reference. ESG The Group has not complied with the recommendations of the Taskforce for Climate-related Financial Disclosures (“TCFD”) in the current year, as required by UKLR22.2.24R issued by the Financial Conduct Authority. The Board recognises the importance of climate-related matters and, as a development stage business, intends to develop a plan to adopt the TCFD recommendations in full over the next few years. With reference to the four pillars of the TCFD recommendations, matters of governance, risk assessment, and strategy have already been covered elsewhere in this report, and the development of metrics and targets is under consideration. TCFD Disclosure (comply or explain) Governance: The Board has overall responsibility for climate-related risks. These are discussed at Board level as part of the broader risk management review. Strategy: The Group's investment portfolio is primarily in UK-listed equities and early-stage technology. The Board does not consider climate change to present a material near-term risk to the current portfolio. Risk Management: Climate-related risks are considered as part of the Group's general risk assessment process. A formalised climate risk framework is under development. Metrics and Targets: The Group does not currently measure or report on Scope 1, 2, or 3 emissions. This is expected to be addressed as the Group develops its TCFD plan. The Group intends to publish full TCFD-aligned disclosures no later than the FY2026 annual report. The group only has 5 full time employees in a small modern office in Southampton. Statement on Corporate Governance The corporate governance framework which Thalassa has implemented, including in relation to board leadership and effectiveness, remuneration and internal control, is based upon practices which the board believes are proportionate to the risks inherent to the size and complexity of Thalassa’s operations. The Board considers it appropriate to adopt the principles of the Quoted Companies Alliance Corporate Governance Code (“the QCA Code”) published in November 2023. The extent of compliance with the ten principles that comprise the QCA Code, together with an explanation of any areas of non-compliance, and any steps taken or intended to move towards full compliance, are set out below: 1. Establish a strategy and business model which promote long-term value for shareholders. The Company is a Holding Company which has in the past and will in the future seek to acquire assets which in the opinion of the Board should generate long term gains for its shareholders. The current strategy and business operations of the Company are set out in the Chairman’s Statement on page 10. Shareholders and potential investors must realise that the objectives set out in that document are simply that; “objectives” and that the Company may without prior notification change these objectives based upon opportunities presented to the Board or market conditions. The Group’s strategy and business model and amendments thereto, are developed by the Executive Chairman and his senior management team, and approved by the Board. The management team, led by the Executive Chairman, is responsible for implementing the strategy and overseeing management of the business at an operational level. The Board is actively considering a number of opportunities and, ultimately, the Directors believe that this approach will deliver long-term value for shareholders. In executing the Group’s strategy, management will seek to mitigate/hedge risk whenever possible. As a result of the Board’s view of the market, the Board has adopted a five-pronged approach to future investments: Opportunistic:where an acquisition or investment exists because of price dislocation (the price of a stock collapses but fundamentals are unaffected) or where the Board identifies a special “off market” opportunity; Finance:The Board is currently investigating opportunities in the FinTech sector; Property:The Company held a strategic stake in Alina Holdings Plc (formerly The Local Shopping REIT plc). The Company’s divestment is more comprehensively described in the Letter to Shareholders dated 28 September 2020 published in the Reports and Documents section of the Company’s website; Education:There are few businesses that offer the same longevity and predictability of earnings as Education; and R&D:Development situations such as ARL where the Board sees an opportunity to participate in disruptive, early stage technology. The above outlined strategy is subject to change depending on the Board’s findings and prevailing market conditions. 2. Seek to understand and meet shareholder needs and expectations. The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. All reports and press releases are published in the Investor Relations section of the Company’s website. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success. The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Group’s consultants, employees, partners, suppliers, regulatory authorities and entities with whom it has contracted. The Group’s operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole. The Group endeavours to take account of feedback received from stakeholders, making amendments where appropriate and where such amendments are consistent with the Group’s longer term strategy. The Group takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. Through the various procedures and systems it operates, the Group ensures full compliance with health and safety and environmental legislation relevant to its activities. The Group’s corporate social responsibility approach continues to meet these expectations. 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation. The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage and whenever possible minimise or eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually. The Group maintains financial reporting controls including: weekly cash and investment summary reports, monthly management accounts reviewed by the Board; an annual consolidation process with review by the Finance Director and the Executive Chairman; an Audit Committee that reviews the significant judgements and estimates in the annual accounts (as described above); and external audit by RPG Crouch Chapman LLP. The Board approves the annual report and accounts before publication. A budgeting process is completed once a year and is reviewed and approved by the Board. The Group’s results, compared with the budget, are reported to the Board on a regular basis. The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis. The senior management team meet regularly to consider new risks and opportunities presented to the Group, making recommendations to the Board and/or Audit Committee as appropriate. The Board has an established Audit Committee, a summary of which is set out in the Board of Directors section of the Company’s website. The Company receives comments from its external auditors on the state of its internal controls. The more significant risks to the Group’s operations and the management of these have been disclosed in the Chairman’s statement on page 10. 5. Maintain the Board as a well-functioning, balanced team led by the Chair. The Board currently comprises two non-executive Directors and an Executive Chairman. Directors’ biographies are set out in the Board of Directors section of the Company’s website. All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election every year. The Board is responsible to the shareholders for the proper management of the Group and, in normal circumstances, meets at least four times a year to set the overall direction and strategy of the Group, to review operational and financial performance and to advise on management appointments. The Board considers itself to be sufficiently independent. The QCA Code suggests that a board should have at least two independent Non-executive Directors. Both of the Non-executive Directors who currently sit on the Board of the Company are regarded as independent under the QCA Code’s guidance for determining such independence. Non-executive Directors receive their fees in the form of a basic cash fee based on attendance at board calls and board meetings. Directors are eligible for bonuses. The current remuneration structure for the Board’s Non-executive Directors is deemed to be proportionate. 6. Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities. The Board considers that the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities, and bring considerable experience in technical, operational and financial matters. The Company has put in place an Audit Committee as well as Remuneration and Listing Compliance Committees. The responsibilities of each of these committees are described in the Board of Directors section of the Company’s website. The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the on-going development of the Group. The Chairman, in conjunction with the Company Secretary, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors received updates from the Company Secretary and various external advisers on a number of regulatory and corporate governance matters. Directors’ service contracts or appointment letters make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities, normally via the Company Secretary. 7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. The Board’s performance is measured by the success of the Company’s acquisitions and investments and the returns that they generate for shareholders and in comparison to peer group companies. This performance is presented in the Group’s monthly management accounts and reported, discussed and reviewed with the Board regularly. 8. Promote a corporate culture that is based on ethical values and behaviours. The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s operations. These values are enshrined in the written policies and working practices adopted by all employees in the Group. An open culture is encouraged within the Group. The management team regularly monitors the Group’s cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary. The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. Thalassa has a strong ethical culture, which is promoted by the actions of the Board and management team. The Group has an anti-bribery policy and would report any instances of non-compliance to the Board. The Group has undertaken a review of its requirements under the General Data Protection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant. 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board. The Board has overall responsibility for promoting the success of the Group. The Chairman has day-to-day responsibility for the operational management of the Group’s activities. The non-executive Directors are responsible for bringing independent and objective judgment to Board decisions. Matters reserved for the Board include strategy, investment decisions, corporate acquisitions and disposals. There is a clear separation of the roles of Executive Chairman and Non-executive Directors. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on matters. Due to its current size, the Group does not require nor bear the cost of a chief executive. The Company’s subsidiary ARL is led by two directors. The Chairman has overall responsibility for corporate governance matters in the Group but does not chair any of the Committees. The Chairman also has the responsibility for implementing strategy and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with. The Audit Committee normally meets at least once a year and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors. The Committee also approves external auditors’ fees and ensures the auditors’ independence as well as focusing on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board. A summary of the responsibilities of the Audit Committee is set out above. The Committee has formal terms of reference, which are set out in the Board of Directors section of the Company’s website. The Remuneration Committee, which meets as required, has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Directors. It also supervises the Company’s share incentive schemes and sets performance conditions for share options granted under the schemes. A summary of responsibilities of the Remuneration Committee is set out above. The Committee has formal terms of reference. The Directors believe that the above disclosures constitute sufficient disclosure to meet the QCA Code’s requirement for a Remuneration Committee Report. Consequently, a separate Remuneration Committee Report is not presented in the Group’s Annual Report. The Listing Compliance Committee, which meets as required, is responsible for ensuring that the Company’s obligations under the Listing Rules are discharged by the Board. 10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. The Annual Report includes a Corporate Governance Statement which refers to the activities of both the Audit Committee and Remuneration Committee. All reports and press releases are published in the Investor Relations section of the Group’s website. The Group’s financial reports and notices of General Meetings of the Company can be found in the Reports and Documents section of the Company’s website. The results of voting on all resolutions in future general meetings will be posted to this website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders. INDEPENDENTAUDITOR’SREPORTTOTHE SHAREHOLDERS’OFTHALASSAHOLDINGSLTD Opinion We have audited the financial statements of Thalassa Holdings Ltd (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2025 which comprise the Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows, Consolidated Statement of Changes in Equity, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS). In our opinion, the financial statements: give a true and fair view of the state of the Group’s affairs as at 31 December 2025 and of the Group’s loss for the year then ended; have been properly prepared in accordance with IFRS. Applicable law comprises the BVI Business Companies Act 2004 as the law of incorporation and the Financial Conduct Authority's UK Listing Rules as the listing obligations framework. The Companies Act 2006 does not apply to this Group. No separate parent company financial statements are required or presented; this report covers the consolidated financial statements only. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remain independent of the Group in accordance with the ethical requirements relevant to our audit in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with those requirements. Material uncertainty related to going concern We draw attention to note 2.2 of the financial statements, which describes the material uncertainty identified by the directors. The Group's going concern position is dependent on Autonomous Robotics Limited completing and passing the remaining stages of testing on its autonomous underwater vehicle programme within a period that enables the Group to secure external investment or strategic partnership on commercially viable terms. At the date of this report, the outcome of that testing process is not certain. As at 31 December 2025, ARL held cash of approximately GBP 24,000, representing less than one month of operational expenditure. The Group as a whole held cash of GBP 159,569 and financial assets at fair value of GBP 3,417,171 that could be realised to fund ongoing operations. The Group is also dependent on the continued receipt of proceeds from the Chairman's property sale under the Tappit restitution arrangement, of which GBP 689,531 remains outstanding and is due in full by June 2026. In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included the following procedures: Obtaining management's cash flow forecasts for the period to 30 April 2027 and assessing the key underlying assumptions, including forecast levels of operating expenditure, intercompany funding requirements at ARL, expected realisations from the FVTPL investment portfolio, and the timing and quantum of receipts under the Tappit restitution arrangement. Testing the mechanical integrity of the forecast model prepared by management, including reperformance of the cash flow build-up, agreement of opening cash positions to general ledger, and confirmation that intercompany funding flows are internally consistent at the consolidated level. Evaluating different downside scenarios within the forecast model, including a 10% reduction in achievable disposal proceeds on the FVTPL portfolio, delay in the Chairman's property sale beyond June 2026, and a 25% increase in ARL programme expenditure, in order to identify the funding need that exists within the going concern period. Assessing whether the mitigating actions identified by the directors, principally further realisations from the listed investment portfolio, conversion of the residual Tappit balance into cash, and continued cost containment at ARL, are within the directors' control and sufficiently certain to be relied upon. Reviewing post-balance-sheet receipts against the Tappit restitution arrangement, inspecting the executed sale and security documentation, and obtaining a representation letter from the Chairman confirming his commitment to remit further proceeds up to a cumulative total of GBP 3 million. Reviewing post-balance-sheet ARL programme progress reports and board minutes, including evidence of in-water testing milestones and engagement with potential strategic partners and investors. Considering the recoverability of the THAL Discretionary Trust loan receivable in the going concern assessment. Assessing the adequacy and completeness of the going concern disclosures in note 2.2 of the financial statements against the requirements of IAS 1.25-26, including quantification of the relevant conditions, the period of assessment, and the principal uncertainties. Based on the procedures performed, we identified that the conditions described above, in combination with the uncertainty over the timing and outcome of ARL programme testing, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern. Our opinion is not modified in respect of this matter. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Overview
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the applicable financial reporting framework and the Group's system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial statements, including with respect to the consolidation process. We applied professional judgement to focus our audit procedures on the areas that posed the greatest risks of material misstatement, and continually reassessed those risks throughout the audit, with the aim of reducing the risk of material misstatement to an acceptably low level to provide a basis for our opinion. The Group consists of the Company (Thalassa Holdings Ltd) and eight subsidiaries, together with two equity-accounted associates (Anemoi International Ltd and Athenium Consultancy Ltd). In determining the components in scope for the Group audit, we obtained an understanding of the Group's structure, financial reporting processes, and where the risk of material misstatement was most likely to arise. We identified the following components as individually significant for the purposes of our group audit procedures: Thalassa Holdings Ltd (parent), Autonomous Robotics Limited and DOA Exploration Limited. These components were subject to a full-scope audit of their financial information using component performance materiality. Alfalfa Holdings AG was subjected to specified audit procedures over rental income, the right-of-use lease asset, and the Swiss tax position, given its contribution to consolidated rental income and non-current assets. The remaining subsidiaries, comprising DOA Alpha Ltd, DOA Delta Ltd, Apeiron Holdings (BVI) Ltd, WGP Geosolutions Limited and Thalassa Holdings (II) Ltd, were assessed as immaterial and subjected to analytical procedures at group level. All audit work was performed directly by the Group engagement team. No component auditors were engaged. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. They include the most significant assessed risks of material misstatement we identified, whether or not due to fraud, including those with the greatest effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Please refer to the Material Uncertainty Related to Going Concern section of this report in respect of the matter identified with respect to the Group's going concern. In addition to that matter, we have determined the matters described below to be the key audit matters to be communicated in our report.
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. Materiality is the magnitude of misstatements, including omissions, that individually or in aggregate could reasonably be expected to influence the economic decisions of users of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements and the particular circumstances of their occurrence when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
For the purposes of our Group audit opinion, we set component overall and performance materiality for each component of the Group, based on a percentage of Group performance materiality, dependent on a number of factors including our assessment of the risk of material misstatement of those components and the relative size of the component within the Group.
Reporting threshold We agreed with the Audit Committee that we would report all individual audit differences in excess of GBP 7,400 (5% of Group overall materiality). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds, in particular any matters relating to related party transactions, fraud risk indicators, or compliance with the UK Listing Rules. Other information The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Accounts 2025, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of directors As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group's financial reporting process. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Non-compliance with laws and regulations Based on our understanding of the Group and the industries in which it operates, our discussions with management and those charged with governance, and our review of the Group's policies and procedures regarding compliance with laws and regulations, we considered the significant laws and regulations applicable to Thalassa Holdings Ltd to include: UK-adopted International Financial Reporting Standards; the BVI Business Companies Act 2004 as the law of incorporation; the FCA's UK Listing Rules and the Disclosure Guidance and Transparency Rules as applicable to a company whose shares are admitted to the Official List and to trading on the Main Market of the London Stock Exchange; the UK Market Abuse Regulation; and applicable UK and Swiss tax legislation insofar as they affect UK and Swiss subsidiaries within the Group. The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified such laws and regulations to include: UK Listing Rule disclosure obligations; UK and Swiss corporation tax legislation; and the FRC's Ethical Standard insofar as it applies to non-audit services. Our procedures in respect of the above included: detailed discussions with management and those charged with governance to identify any known or suspected instances of non-compliance with laws and regulations; review of board minutes, audit committee minutes and correspondence with relevant regulatory and tax authorities for any instances of non-compliance; review of the schedule of LSE Regulatory News Service announcements made during the year for consistency with the financial statements and for indicators of potential breach of disclosure obligations; review of financial statement disclosures and agreement to supporting documentation; and review of legal and professional fees to understand the nature of expenditure incurred. Fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: enquiry with management and those charged with governance regarding any known or suspected instances of fraud; obtaining an understanding of the Group's policies and procedures relating to detecting and responding to the risks of fraud and the internal controls established to mitigate those risks; review of board minutes and audit committee minutes for any known or suspected instances of fraud; discussion amongst the engagement team as to how and where fraud might occur in the financial statements; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and considering remuneration arrangements and the financial statement areas impacted by these. Based on our risk assessment, we considered the areas most susceptible to fraud to be: management override of controls, including the posting of manual journals by the Executive Chairman as sole financial approver across the Group, given the limited segregation of duties in the financial reporting process; the completeness and arm's length nature of related party transactions; and revenue cut-off and accuracy in respect of the Alfalfa Holdings AG rental income stream. Our procedures in respect of the above included: testing of journal entries throughout the year that met defined risk criteria, including entries posted outside the normal course of business and entries posted by the Executive Chairman, by agreeing to supporting documentation; targeted journal testing using related-party keywords to identify potentially undisclosed related party transactions; assessing significant estimates made by management for bias, including the IAS 38.57 development cost capitalisation criteria, the equity-accounted associate impairment review, and the FVTPL portfolio valuation; full-population testing of director remuneration and identified related party transactions; and review of the FDL Consultancy Ltd payment population during the year against the IAS 24 disclosures and the directors' representations regarding the beneficial ownership of that counterparty. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, who were deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or collusion. There are inherent limitations in the audit procedures performed, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Other matters we are required to address We were appointed as auditors of the Group on 19 April 2023 and this is our third year of engagement. We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by the FRC's Ethical Standard. Our audit report is consistent with our additional report to the Audit Committee. Use of our report This report is made solely to the Company's members, as a body. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Mohammad Sakib ACA(Senior Statutory Auditor) For and on behalf of RPG Crouch Chapman LLP Chartered Accountants and Registered Auditors 40 Gracechurch Street London EC3V 0BT 30 April 2026 CONSOLIDATEDSTATEMENTOFINCOME fortheyearended31December2025
CONSOLIDATEDSTATEMENTOF COMPREHENSIVEINCOME fortheyearended31December2025
. CONSOLIDATEDSTATEMENTOFFINANCIALPOSITION asat31December2025
These financial statements were approved and authorised by the board on 30 April 2026. Signed on behalf of the board by: C.DuncanSoukupChairman CONSOLIDATEDSTATEMENTOF CASHFLOWS fortheyearended31December2025
Non-cash transaction: during the year ended 31 December 2025, the Group received 29,950,000 warrants in Anemoi International Ltd from the Anemoi Discretionary Trust in return for the cancellation of a USD 345,000 loan (translated at £255,474 at the date of the transaction). The warrants were assessed at nil fair value at the date of receipt. An impairment loss of £255,474 has been recognised in the income statement (see Note 13 and Note 24). Tappit restitution receipts of £224,856 (FY2024: £2,085,612) represent cash received from the Chairman under the restitution commitment disclosed in Note 13. These are classified as investing activities as they represent receipts from a financial asset. Issuance of share capital: £144,738 represents a delayed cash receipt in FY2025 of proceeds from the equity placing completed in December 2024 (total placing proceeds £2,177,500; £716,814 received in FY2024; £1,315,948 received prior to FY2024 or outstanding at 31 December 2024). No new shares were issued in FY2025. Thenotesonpages36to 59formanintegralpartofthisconsolidatedfinancialinformation CONSOLIDATEDSTATEMENTOFCHANGESINEQUITY fortheyearended31December2025
Thenotesonpages36to 59form an integral part of this consolidated financial information NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS fortheyearended31December2025 GENERALINFORMATION Thalassa Holdings Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated and registered in the BVI on 26 September 2007. The Company is a holding company with various interests across a number of industries. Company number 1433759. Autonomous Robotics Limited (“ARL” – formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa and is an Autonomous Underwater Vehicle (”AUV”) research and development company. Apeiron Holdings (BVI) Ltd is a BVI registered business and is a wholly owned by Thalassa. Aperion Holdings (BVI) Ltd is the 100% shareholder of Alfalfa Holdings AG, a company registered in Switzerland. WGP Geosolutions Limited, a wholly owned subsidiary of Thalassa which is non-operational. Thalassa Holdings (II) Ltd is a wholly owned subsidiary of Thalassa which is non-operational, incorporated and registered in the BVI on 30 January 2023. DOA Alpha Ltd is a wholly owned subsidiary of Thalassa which is non-operational and registered in the BVI. It has two additional subsidiaries, DOA Exploration Ltd registered in England and Wales and DOA Delta Ltd registered in the BVI, both non-operational. ACCOUNTINGPOLICIES TheGrouppreparesitsaccountsinaccordancewithapplicableUK Adopted International Accounting Standards (“IFRS”). Thefinancialstatementshave beenexpressedinGBP since 2021, being the functional currency of DOAExplorationLtd, andAutonomousRoboticsLimited. The underlying records of the Company and other subsidiaries are maintained in their respective functional currencies, being US Dollars except for WGP Geosolutions LtdinEuro and Alfalfa Holdings AG in Swiss francs. The principal accounting policies are summarised below. They have been applied consistently throughout the period coveredby these financialstatements. FX ACCOUNTING POLICY The presentational currency of the financial statements is GBP, whereas the functional currency of the Company is US Dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate on the date of the transaction.Monetary assetsand liabilities denominated in foreign currencies are retranslated into the presentational currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the statement of comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated subsequent to initial recognition. DOAExplorationLtd andAutonomousRoboticsLtdareincorporatedintheUKandhaveafunctionalcurrencyofGBP.Exchange differencesontheretranslationofoperationsdenominatedinforeigncurrenciesareincludedinOtherComprehensiveIncome. Year-end GBPUSD exchange rate as at 31 Dec 2025: 1.3448 (2024: 1.2515) Average GBPUSD exchange rate as at 31 Dec 2025: 1.2982 (2024: 1.2623) Year-end GBPEUR exchange rate as at 31 Dec 2025: 1.1461 (2024: 1.2093) Average GBPEUR exchange rate as at 31 Dec 2025: 1.1777 (2024: 1.1810) Year-end GBPCHF exchange rate as at 31 Dec 2025: 1.0672 (2024: 1.1360) Average GBPCHF exchange rate as at 31 Dec 2025: 1.1016 (2024: 1.1037) NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS fortheyearended31December2025 GOINGCONCERN The financial statements have been prepared on the going concern basis. The directors have assessed the Group's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements, being 30 April 2026. Basis of assessment The assessment has taken into account the Group's current financial position, its operating cash requirements, the expected timing of cash receipts, and the funding requirements of its principal subsidiary, Autonomous Robotics Limited. The directors have considered information known and reasonably knowable at the date of approval, including possible outcomes of events and changes in conditions, and have subjected the base-case forecast to sensitivity analysis. Conditions giving rise to material uncertainties The directors have identified the following events and conditions that, individually and in aggregate, may cast significant doubt on the Group's and the Company's ability to continue as a going concern: (i)Group cash position and operating cash requirements.At 31 December 2025, the Group held net cash and cash equivalents of £159,569 (2024: £546,890). The Group generated a net operating cash outflow of £324,411 for the year ended 31 December 2025. Autonomous Robotics Limited, the Group's principal operating subsidiary, held cash of £23,527 at 31 December 2025, which is insufficient to fund its own operations beyond the near term without ongoing financial support from the Group. The Group does not hold committed external borrowing facilities. (ii)Tappit restitution - timing of the final property sale receipt.A balance of £689,531 remains receivable from the Executive Chairman under the Tappit restitution commitment described in Note 13. The Chairman entered into a sale and purchase agreement for the relevant personal property in June 2024, with final proceeds expected to be received by Thalassa by the end of June 2026. Registered charges in favour of the Group have been placed over the relevant properties. The property sale is under contract and the timing risk - rather than the question of whether a sale will occur - represents the principal going concern consideration in respect of this balance. The restitution commitment itself is made on a voluntary basis rather than as a legally binding contractual obligation. However, the Group has received £2.3 million against this commitment since 2023, establishing a track record of receipt that the directors consider to be strong evidence of the Chairman's intention to fulfil the commitment in full. The remaining balance of £689,531 represents a materially smaller amount relative to amounts already received. The directors have a high degree of confidence that this balance will be received within the assessment period; however, as receipt remains contingent on the property sale completing to schedule and the subsequent transfer of proceeds, it cannot be treated as unconditionally assured for going concern purposes. (iii)Dependence on the ARL development programme achieving commercial deployment and on continued Chairman support.Autonomous Robotics Limited is a pre-revenue development-stage company engaged in the development of autonomous underwater vehicle technology, specifically the FlyingNode seismic sensing system. The Group has capitalised £2,183,347 of development costs and £202,772 of patent costs in respect of this programme at 31 December 2025 (Note 10). The FlyingNode programme has progressed through inland trials in 2025, with stable control, mission management, and localisation capabilities successfully demonstrated. First commercial deployment of individual FlyingNode units is targeted for 2026, with initial node sales expected to generate probable future economic benefits from that point within the meaning of IAS 38.57(d). Until such time as the ARL programme generates sufficient revenue to fund its own operations, ARL is dependent on financial support from the Group. ARL's near-term monthly funding requirement is approximately £30,000 to £40,000, representing personnel and operational costs funded by intercompany loans and capital contributions from the Group. The Executive Chairman has confirmed his intention to continue providing such support until the Group reaches a self-funding position. This intention is not contractually committed beyond the amounts outstanding under the Tappit restitution arrangement and the existing intercompany funding structure. (iv)ARL external fundraising requirement.Commercial scale-up of the ARL FlyingNode programme beyond the near-term assessment period is conditional on the successful completion of an external fundraising by Autonomous Robotics Limited, targeted at approximately £10 million. This fundraising is expected to be concluded in 2026 or as soon thereafter as practicable. No such fundraising has been committed or contracted at the date of this report. If the fundraising is not concluded on the timeline anticipated, further extension to the development programme would be required. Trust loan receivable The Group holds a loan receivable from the THAL Discretionary Trust of £1,087,123 at 31 December 2025 (Note 13). The Executive Chairman acts as Trustee of the THAL Discretionary Trust. The directors consider the loan to be Stage 2 (significant increase in credit risk) and a loan impairment of £421,831 is recognised.The Trust loan has been assessed under IFRS 9.5.5. There has been a significant increase in credit risk (SICR) since the loan was first recognised, supported by no principal repayment, no enforcement mechanism and lifetime probability of default assessed due to: (i) collateral decrease in value (ii) accumulated interest without settlement (iii) no fixed maturity, lack of documented repayment schedule or formal security, (iv) related party concentration (IFRS 9 B5.5 17). Reference is made to the Basis for Qualified Opinion section of the auditor's report in respect of this balance. Mitigating factors The directors have taken account of the following factors in forming their going concern assessment: The Group held financial assets at fair value through profit or loss of £3,417,171 at 31 December 2025, comprising quoted equity holdings in Newmark Security plc, Surgical Innovations Group plc, and other listed securities, held through regulated custodian accounts at W.H. Ireland Limited and Julius Baer. These assets are realisable within normal market settlement periods and represent the principal source of liquidity available to the Group over the assessment period. A 10% decline in the value of the quoted portfolio would reduce this amount by approximately £342,000, which would not of itself cause the Group to be unable to meet its obligations as they fall due. The Tappit restitution is supported by a signed and dated sale and purchase agreement for the Chairman's personal property (June 2024), with registered charges in place. £2.3 million has been received under this commitment since 2023. The remaining balance of £689,531 is expected to be received by June 2026 on completion of the property sale. ARL's cost-to-complete for the 12-month assessment period does not require external fundraising to be concluded, as the near-term programme is expected to be sustained by ongoing intercompany funding from the Group at approximately £30,000 to £40,000 per month. Near-term resource requirements through Q4 2026 deployment are met from existing Group resources. Budgeted cash requirements are covered by Tappit restitution receivables £689,521. Material uncertainties Notwithstanding the mitigating factors described above, the directors acknowledge that the matters set out in conditions (i), (ii), (iii), and (iv) above represent material uncertainties that may, individually or in combination, cast significant doubt on the Group's and the Company's ability to continue as a going concern. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate. Should the Group be unable to continue as a going concern, adjustments would be required to reduce asset values to their recoverable amounts and to reclassify non-current liabilities as current. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES The Group changed to UK-adopted International Accounting Standards with effect from 1 January 2021 from EU-adopted International FinancialReportingStandards(IFRSs). At that date, there were no differences between UK-adopted IFRS and EU-adopted IFRS. Standards issued but not yet effective:There were a number of standards and interpretations which were in issue during the current period but were not effective at that date and have not been adopted for these Financial Statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Group’s Financial Statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Group and have / will be incorporated in the preparation of the Group Financial Statements from the effective dates noted below. The new or amended standards include: IAS 21Lack of Exchangeability Standards issued but not yet effective: IFRS 9 & IFRS 7Classification and Measurement of Financial Instruments1 IFRS 9 & IFRS 7Contracts Referencing Nature-dependent Electricity1 IFRS 19Disclosures2 IFRS 18Presentation and Disclosure in Financial Statements2 1Effective for annual periods beginning on or after 1 January 2026 2Effective for annual periods beginning on or after 1 January 2027 BASIS OFCONSOLIDATION TheconsolidatedfinancialstatementsincorporatethefinancialstatementsoftheCompanyandentitiescontrolledbytheCompany (itssubsidiaries).ControlisachievedwheretheCompanyhasthepowertogovernthefinancialandoperatingpoliciesofanentity soastoobtainbenefitsfromitsactivities. Incomeandexpensesofsubsidiariesacquiredordisposedofduringtheyearareincludedintheconsolidatedstatementof incomefromtheeffectivedateofacquisitionanduptotheeffectivedateofdisposal,asappropriate.Totalcomprehensiveincome ofsubsidiariesisattributedtotheownersoftheCompanyandtothenon-controllinginterestsevenifthisresultsinthenon- controllinginterestshavingadeficitbalance. Whennecessary,adjustmentsaremadetothefinancialstatementsofsubsidiariestobringtheiraccountingpoliciesintolinewith thoseusedbyothermembersoftheGroup. Allintra-grouptransactions,balances,incomeandexpensesareeliminatedinfullonconsolidation. Prior year comparatives have been reclassified to conform to current year presentation. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS fortheyearended31December2025 JUDGEMENT ANDESTIMATES ThepreparationoffinancialstatementsinconformitywithIFRSrequirestheDirectorstomakejudgements,estimatesand assumptionsthataffecttheapplicationofpoliciesandreportedamountsofassets,liabilities,incomeandexpenses.Theestimates andassociatedassumptionsarebasedonhistoricalexperienceandvariousotherfactorsthatarebelievedtobereasonableunder thecircumstances,theresultsofwhichformthebasisofmakingthejudgementsaboutcarryingvaluesofassetsandliabilitiesthat arenotreadilyapparentfromothersources.Actualresultsmaydifferfromtheseestimates. Theestimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognisedin theperiodinwhichtheestimateisrevisediftherevisionaffectsonlythatperiod,orintheperiodoftherevisionandfutureperiods iftherevisionaffectsbothcurrentandfutureperiods. Thekeyjudgementareasrelatetothecarryingvalueofprovisionsfor loans receivable.Plant and Equipment is reviewed annually for indication of impairment.Intellectualpropertyisamortised andalsoreviewedannuallyforindicationofimpairment. Patent costs are not yet being amortised as the related technology has not yet reached commercial deployment (expected 2026; see Note 10). Amortisation will commence from the date of first commercial deployment in accordance with IAS 38.97. Loans receivable are reviewed for potential recovery and impairments included where necessary. Capitalised research and development costs are reviewed annually for indication if impairment. JudgementisalsomadeinrespectoftheaccountingtreatmentoftheTHALDiscretionaryTrust.Management’sassessmentisbased onvariousindicatorsincludingactivities,decision-making,benefitsandrisksoftheTrust.Basedonthisassessment,management considerthattheTHALDiscretionaryTrustshouldnotbeconsolidated. Key sources of estimation uncertainty: (1) Development costs (carrying value £2,386,119): the directors have assessed that the criteria for continued capitalisation under IAS 38 are met. If the programme were to be discontinued, a full impairment of £2,386,119 would be required. (2) Trust loan (carrying value £1,087,123): the directors consider the loan impaired. (3) Tappit restitution (carrying value £689,531): the recoverability of this balance is dependent on the Chairman's personal property sale completing. If the sale were not to complete, a provision for the full balance of £689,531 would be required. (4) FVTPL portfolio (£3,417,171): quoted holdings are measured at market price. A 10% decline in quoted portfolio values would reduce the carrying amount by approximately £341,717. Significant influence over investee companies (IAS 28.5): The Group holds investments in Newmark Security Plc (21.9%) and Surgical Innovations Group Plc (22.9%), both of which exceed the 20% threshold giving rise to a rebuttable presumption of significant influence. The directors have rebutted the presumption in both cases on the basis of: no representation on the board of directors of the investees on Thalassa's behalf; no transactions with the investees beyond passive holding; no managerial interchange; and no provision of essential technical information. The investments are accordingly classified as financial assets at fair value through profit or loss rather than associates accounted for using the equity method. PROPERTY,PLANTANDEQUIPMENT Property, plant and equipment are stated at cost less depreciation and any provision for impairment. Cost includes thepurchase price,includingimportduties,non-refundablepurchasetaxesanddirectlyattributablecostsincurredinbringingtheassettothe locationandconditionnecessaryforittobecapableofoperatinginthemannerintended.Costalsoincludescapitalisedinterest onborrowings,appliedonlyduringtheperiodofconstruction. Property, plant and equipment is depreciated on a straight-line basis from the date the asset is put into use, applying the following useful lives by class: Land - not depreciated; Buildings - up to 50 years; Plant and equipment - 3 to 10 years; Motor vehicles - 4 to 5 years. The carrying value is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. INTANGIBLEASSETS GOODWILL Goodwillarisingonanacquisitionofabusinessiscarriedatcostasestablishedatthedateofacquisitionofthebusiness(seenote 2.16)lessaccumulatedimpairmentlosses,ifany. Forthepurposesofimpairmenttesting,goodwillisallocatedtoeachoftheGroup’scash-generatingunits(orgroupsofcash- generatingunits)thatisexpectedtobenefitfromthesynergiesofthecombination. Acash-generatingunittowhichgoodwillhasbeenallocatedistestedforimpairmentannually,ormorefrequentlywhenthereis indicationthattheunitmaybeimpaired.Iftherecoverableamountofthecash-generatingunitislessthanitscarryingamount,the impairmentlossisallocatedfirsttoreducethecarryingamountofanygoodwillallocatedtotheunitandthentotheotherassets oftheunitproratabasedonthecarryingamountofeachassetintheunit.Anyimpairmentlossforgoodwillisrecogniseddirectly inprofitorlossintheconsolidatedstatementofincome.Animpairmentlossrecognisedforgoodwillisnotreversedinsubsequent periods. Ondisposaloftherelevantcash-generatingunit,theattributableamountofgoodwillisincludedinthedeterminationoftheprofit orlossondisposal. DEVELOPMENT COSTS An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. Such intangible assets are carried at cost less amortisation. Amortisation is charged to ‘Administrative expenses’ in the Statement of Comprehensive Income on a straight-line basis over the intangible assets’ useful economic life. The amortisation is based on a straight-line method typically over a period of 1-10 years depending on the life of the related asset. Amortisation begins when the intangible asset is available for use, being the date it is in the location and condition necessary for it to be capable of operating in the manner intended by management. For development costs, this is the date of first commercial deployment. Until that date, the asset is tested for impairment annually in accordance with IAS 36.10. Expenditure on research activities is recognised as an expense in the period in which it is incurred. Development costs are capitalised only when ALL of the following six criteria in IAS 38.57 are demonstrated concurrently: (a) the technical feasibility of completing the intangible asset; (b) the intention to complete the intangible asset and use or sell it; (c) the ability to use or sell the intangible asset; (d) the existence of probable future economic benefits; (e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset; (f) the ability to reliably measure expenditure attributable to the asset during its development. OTHER INTANGIBLE ASSETS Other intangible assets, including patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. IMPAIRMENT OFASSETS Anassessmentismadeateachreportingdateofwhetherthereisanyindicationofimpairmentofanyasset,orwhetherthereisany indicationthatanimpairmentlosspreviouslyrecognisedforanassetinapriorperiodmaynolongerexistormayhavedecreased. Ifanysuchindicationexists,theasset’srecoverableamountisestimated.Anasset’srecoverableamountiscalculatedasthehigher oftheasset’svalueinuseoritsnetsellingprice. Animpairmentlossisrecognisedonlyifthecarryingamountofanassetexceedsitsrecoverableamount.Animpairmentlossis chargedtothestatementofincomeintheperiodinwhichitarises.Apreviouslyrecognisedimpairmentlossisreversedonlyif therehasbeenachangeintheestimatesusedtodeterminetherecoverableamountofanasset,howevernottoanamounthigher thanthecarryingamountthatwouldhavebeendetermined(netofanydepreciation/amortisation),hadnoimpairmentlossbeen recognisedfortheassetinapriorperiod.Areversalofanimpairmentlossiscreditedtothestatementofincomeintheperiodin whichitarises. INVESTMENTS Financial assets at fair value through profit or loss investmentsareinitiallymeasuredatcost,includingtransactioncosts.Gainsandlossesarisingfromchangesinfair valuearerecognisedat fair value through profit or loss. REVENUE Revenueismeasuredatthefairvalueoftheconsiderationreceivedorreceivable. Inrespectofcontractswhicharelongterminnatureandcontractsforongoingservices,revenue,restrictedtotheamountsofcosts thatcanberecovered,isrecognisedaccordingtothevalueofworkperformedintheperiod.Revenueinrespectofsuchcontracts iscalculatedonthebasisoftimespentontheprojectandestimatedworktocompletion. Wheretheoutcomeofcontractswhicharelongterminnatureandcontractsforongoingservicescannotbeestimatedreliably, revenueisrecognisedonlytotheextentofthecostsrecognisedthatarerecoverable. Wherepaymentsarereceivedinadvanceinexcessofrevenuerecognisedintheperiod,thisisreflectedasaliabilityonthe statementoffinancialpositionasdeferredrevenue. Rental incomefrom investment properties leased out under operating leases is recognised net of VAT, returns, rebates and discounts in the Income Statement on a straight-line basis over the term of the lease. The directors consider this is in line with when the Company’s performance obligations are satisfied. Standard payments terms are that services are paid in advance. When the Group provides lease incentives to its tenants the cost of incentives are recognised over the lease term, on a straight-line basis, as a reduction to income. The Group's only revenue from contracts with customers is rental income of £17,753 (2024: £118,185) arising from the lease of property by Alfalfa Holdings AG. Revenue is recognised on a straight-line basis over the lease term. No contract assets or liabilities exist at 31 December 2025. TAXATION The Company is incorporated in the BVI as an IBC and as such is not subject to tax in the BVI. DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and are therefore subject to UK tax regulations. Alfalfa Holdings AG is incorporated in Switzerland in the canton of Lucerne and are subject to Swiss tax regulations. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the reporting date. Tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise, tax is recognised in the income statement. Deferred tax is provided in full using the liability method on all timing differences which result in an obligation at the reporting date to pay more tax, or the right to pay less tax, at a future date, at rates that are expected to apply when they crystalise based on current tax rates. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Deferred tax is not provided when the amounts involved are not significant. BORROWINGCOSTS Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofqualifyingassetsareaddedtothecostof thoseassetsuntilsuchatimeastheassetsaresubstantiallyreadyfortheirintendeduseorsale.Allotherborrowingcostsare recognisedinprofitandlossintheperiodincurred. FINANCIALINSTRUMENTSANDRISKMANAGEMENT FinancialassetsandliabilitiesarerecognisedontheGroup’sstatementoffinancialpositionwhentheGroupbecomespartytothe contractual provisions of theinstrument. Loansandreceivablesareinitiallymeasuredatfairvalueandaresubsequentlymeasuredatamortisedcost,plusaccrued interest, and the impairment of financial assets held at amortised cost is assessed using the expected credit loss (ECL) model under IFRS 9. For trade receivables the Group applies the simplified approach, recognising lifetime ECL. For other financial assets, including loans, the Group applies the general approach: a 12-month ECL allowance is recognised where credit risk has not increased significantly since initial recognition (Stage 1), and a lifetime ECL allowance is recognised where there has been a significant increase in credit risk (Stage 2) or where the asset is credit-impaired (Stage 3). ECL allowances reflect probability-weighted outcomes, the time value of money, and reasonable and supportable forward-looking information. Such provisions are recognised inthe statement ofincome. Financial assets at fair value through profit or loss (FVTPL) -Equity investments are classified as financial assets at fair value through profit or loss (FVTPL) in accordance with IFRS 9.4.1.4. No irrevocable election to classify any equity instrument at fair value through other comprehensive income (FVOCI) has been made at initial recognition. Changes in fair value are recognised in profit or loss in the period in which they arise. Tradereceivablesareinitiallymeasuredatfairvalueandaresubsequentlymeasuredatamortisedcostlessappropriate provisionsforestimatedirrecoverableamounts.Suchprovisionsarerecognisedinthestatementofincome. Cashandcashequivalentscomprisecashinhandanddemanddepositsandothershort-termhighlyliquidinvestments withmaturitiesofthreemonthsorlessatinceptionthatarereadilyconvertibletoaknownamountofcashandaresubjecttoan insignificantriskofchangesinvalue. Tradepayablesarenotinterest-bearingandareinitiallyvaluedattheirfairvalueandaresubsequentlymeasuredatamortised cost. Equityinstrumentsarerecordedatfairvalue,beingtheproceedsreceived,netofdirectissuecosts. ShareCapital–Ordinarysharesareclassifiedasequity.Incrementalcostsdirectlyattributabletotheissueofnewsharesor optionsareshowninequityasadeduction,netoftaxation,fromtheproceeds. Treasury shares–WhereanyGroupcompanypurchasestheCompany’sequitysharecapital,theconsiderationpaid,including anydirectlyattributableincrementalcosts(netofincometaxes)isdeductedfromequityattributabletotheCompany’sequity holdersuntilthesharesarecancelledorreissued. Wheresuchsharesaresubsequentlyreissued,anyconsiderationreceived,netofanydirectlyattributableincrementaltransaction costsandtherelatedincometaxeffects,isincludedinequityattributabletotheCompany’sequityholders. Financialinstrumentsrequireclassificationoffairvalueasdeterminedbyreferencetothesourceofinputsusedtoderivethefair value.Thisclassificationusesthefollowingthree-levelhierarchy: Level1—quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities; Level2—inputsotherthanquotedpricesincludedwithinlevel1thatareobservablefortheassetorliability,eitherdirectly(i.e., asprices)orindirectly(i.e.,derivedfromprices); Level3—inputsfortheassetorliabilitythatarenotbasedonobservablemarketdata(unobservableinputs). Borrowingsare initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest. BUSINESSCOMBINATIONS Acquisitionsofbusinessesareaccountedforusingtheacquisitionmethod.Theconsiderationtransferredinabusinesscombination ismeasuredatfairvalue,whichiscalculatedasthesumoftheacquisition-datefairvaluesoftheassetstransferredbytheGroup, liabilitiesincurredbytheGrouptoanyformerownersandtheequityinterestsissuedbytheGroupinexchangefor control.Acquisition-relatedcostsaregenerallyrecognisedinprofitorlossasincurred. Attheacquisitiondate,theidentifiableassetsacquired,andtheliabilitiesassumedarerecognisedattheirfairvalue. Goodwillismeasuredastheexcessofthesumoftheconsiderationtransferred,theamountofanynon-controllinginterestsandthefairvalueoftheacquirer’spreviouslyheldequityinterest(ifany)overthenetoftheacquisition- dateamountsoftheidentifiableassetsacquired,andtheliabilitiesassumed. INVESTMENT IN ASSOCIATED ENTITIES Investments in associates are those over which the Group has significant influence.These are accounted for using the equity method of accounting. Significant influence is considered to be participation in the financial and operating policy decisions of the investee and is usually evidenced when the Group owns between 20% and 50% of that company’s voting rights. Investments in associates are initially recorded at cost and the carrying amount is increased or decreased to recognise the Group’s share of the profits or losses of the associate after acquisition. At the date of acquisition any excess of the cost of acquisition over the Group’s share of the fair values of the identifiable net assets of the associate is recognised as goodwill. The carrying amount of these investments is reduced to recognise any impairment of the value of the individual investment. If the Group’s share of losses exceeds its interest in an associate the carrying value of that investment is reduced to nil and the recognition of any further losses is discontinued unless the Group has an obligation to make further funding contributions to that associate. The Group’s share of associates’ post-acquisition profits or losses is recognised in profit or loss and the post-acquisition movements in other comprehensive income is recognised within other comprehensive income. LEASES (IFRS 16) At the commencement date of a lease the Group recognises a right-of-use asset and a corresponding lease liability, measured at the present value of the lease payments over the lease term, discounted at the incremental borrowing rate. The right-of-use asset is measured at cost, comprising the initial measurement of the lease liability and any initial direct costs, and is depreciated on a straight-line basis over the shorter of its useful life and the lease term. The Group applies the short-term lease exemption (leases with a remaining term of 12 months or less) and the low-value asset exemption where the underlying asset value, when new, is below the Group's low-value threshold. CASH FLOW STATEMENT Interest received and paid is classified as an investing cash flow, as it represents a return on the Group's invested cash and loan assets. This policy is applied consistently across all periods presented. Prior year comparatives have been reclassified to conform with the current year presentation where necessary. Receipts from the Tappit restitution arrangement are classified as investing activities, as they represent the recovery of a financial asset (portfolio holdings) rather than a financing transaction. Foreign currency cash flows: cash flows arising from transactions in foreign currencies are recorded at the exchange rate at the date of the transaction. The effects of exchange rate movements on monetary assets and liabilities denominated in foreign currencies are presented as a non-cash adjustment within operating activities ('Net exchange differences'). The effect of exchange rate movements on cash and cash equivalents held in foreign currencies is presented separately at the foot of the cash flow statement in accordance with IAS 7.28, in order to reconcile opening and closing cash and cash equivalents on a constant currency basis. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the parent by the weighted average number of ordinary shares in issue during the period (excluding any treasury shares held by the Group). Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares for the dilutive effect of any potential ordinary shares (such as share options and warrants), unless the effect is anti-dilutive. SHARE-BASED PAYMENTS The Group issues equity-settled share-based payments to certain individuals (including warrants and share options). The fair value of the share-based payment is determined at the grant date using the Black-Scholes pricing model, taking into account the exercise price, the market price at grant date, expected volatility, expected dividend yield, expected option life and the risk-free interest rate. The fair value is recognised as an expense on a straight-line basis over the vesting period, with a corresponding credit to equity. Where the share-based payment vests immediately, the full charge is recognised at the grant date. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 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.
OPERATING LOSS FOR THE PERIOD
The average number of employees (excluding the Directors) employed by the Group was:-
Autonomous Robotics Ltd has unused trading losses carried forward of approximately £5.1m available for utilisation against future trading profits. Deferred tax: The Group has deferred tax assets in respect of carried-forward tax losses of UK subsidiaries that have not been recognised in these financial statements. The aggregate unrecognised deferred tax asset at 31 December 2025 is approximately £1,275,000 (ARL: £5.1m losses × 25%) plus any additional unrecognised assets in other Group entities. No deferred tax asset has been recognised because there is not sufficient certainty that future taxable profits will be available against which the losses can be utilised within a reasonable timeframe. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 9.EARNINGS PER SHARE
NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 INTANGIBLE ASSETS AND GOODWILL
Impairment assessment - development costs: The Group's capitalised development costs of £2,386,119 (FY2024: £1,986,276) relate entirely to the ARL autonomous underwater vehicle (AUV) programme, which constitutes a single cash-generating unit. The recoverable amount has been assessed on a value-in-use basis using discounted cash flow projections prepared by management. Key assumptions include: expected date of first commercial deployment (2026) and a pre-tax discount rate of 30%. The assessment supports the carrying value of £2,386,119. A sensitivity analysis shows that a 40% reduction in projected revenues would not result in an impairment. No impairment has been recognised in the year (FY2024: nil). The Group's patents relate entirely to the ARL FlyingNode programme. The technology has not yet reached commercial deployment (expected 2026), and the patents are not yet available for use within the meaning of IAS 38.97. No amortisation has been charged. The patents are assessed for impairment as part of the ARL CGU assessment described above. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2025 11.PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2025 INVESTMENTS – FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS The Group classifies the following financial assets at fair value through profit or loss (FVPL):- These investments have been valued incorporating fair value hierarchy (IFRS 13.93): Level 1 (quoted prices in active markets): NWT £2,108,938; SUN £965,160; other quoted holdings £320,986. Level 2 (observable inputs other than Level 1): nil. Level 3 (unobservable inputs): JANZZ AG £22,087 (basis: cost less impairment assessment; see below); DGI £nil (basis: management estimate, AIM listing cancelled 31 January 2025, liquidators appointed 9 May 2025). Total FVTPL investments £3,417,171. There were no transfers between levels during the year. The valuation technique for JANZZ AG and DGI is described in Note 12 below (Impairment assessment). Equity investments that are held for trading.
The Group holds 22.9% of the ordinary share capital of Surgical Innovations Group plc. C. Duncan Soukup was appointed as a non-executive director of SUN on 29 September 2025 in a personal capacity, without nomination by Thalassa. The appointment does not carry any right to participate in dividend or distribution decisions on behalf of Thalassa. Thalassa has no board representation rights at SUN, no transactions with SUN, and no provision of technical information or interchange of managerial personnel. On this basis, the Board has assessed that the IAS 28.5 presumption is rebutted and that significant influence does not exist. JANZZ AG (Level 3): the JANZZ AG investment is an unquoted Swiss holding. The FY2024 audited accounts of JANZZ AG include a going concern emphasis. The investment has been written down to the Group's proportionate share of net assets, approximately £22,087 (FY2024: £187,413 at cost). Impairment of £165,596 has been recognised in profit or loss in FY2025. DG Innovate plc (Level 3): the AIM listing of DG Innovations plc was cancelled on 31 January 2025. Following appointment of liquidators on 9 May 2025 the investment has been written down to Nil. Impairment of £8,000 has been recognised in profit or loss in FY2025. There are no Thalassa Holdings ordinary shares included as FVTPL assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2025 13.LOANS AND PORTFOLIO HOLDINGS
The THAL Discretionary Trust is a trust, independent of Thalassa, established for the benefit of individuals or parties to whom the Trustees wish to make awards at their discretion. The loan to the THAL Discretionary Trust is denominated in US dollars. In accordance with IAS 21.23, the loan is retranslated at the closing GBP/USD exchange rate at each reporting date. The carrying amount of £1,087,123 at 31 December 2025 represents a USD principal and interest of USD 1,461,963 translated at the closing GBP/USD rate of 1.3448. The foreign exchange movement of £(109,791) (FY2024: £26,787) has been recognised in profit or loss for the period. IFRS 9 staging (Trust loan): The Trust loan has been assessed under IFRS 9.5.5. There has been a significant increase in credit risk (SICR) since the loan was first recognised, supported by no principal repayment, no enforcement mechanism and lifetime probabilityof default assessed due to: (i) collateral decrease in value (ii) accumulated interest without settlement (iii) no fixed maturity, lack of documented repayment schedule or formal security, (iv) related party concentration (IFRS 9 B5.5 17). Stage 2 (significant increase in credit risk) is determined and a loan impairment of £421,831 is recognised. A 10% decrease in quoted market prices at 31 December 2025 would reduce the carrying amount by approximately £109k. During the year the Group received 29,950,000 warrants in Anemoi International Ltd from the Anemoi Discretionary Trust in return for the cancellation of the outstanding loan balance of $345,000 (translated at £255,474). The warrants were assessed at a fair value of approximately £nil (30p strike price versus Anemoi share price of approximately 0.4p at 22 July 2025). The carrying amount of the loan at the date of cancellation was £255,474. An impairment loss of £255,474 has been recognised in profit or loss in accordance with IFRS 9.5.5. 14.TRADE AND OTHER RECEIVABLES
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. 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. During 2025 a further £0.2m was settled leaving a total of £2.3m repaid by the Chairman and £0.7m owed as at 31 December 2025. IFRS 9 staging (Tappit restitution): The directors have assessed this balance under IFRS 9.5.5. Based on the executed sale agreements for the Chairman's property, the registered charges against the properties, and the £2.3m already received under the restitution commitment, the directors have assessed credit risk as not having increased significantly since initial recognition. The balance is assessed as Stage 1. A 12-month ECL allowance has been estimated and determined to be immaterial based on the probability-weighted recovery analysis. 15.TRADE AND OTHER PAYABLES
The incremental borrowing rate applied to the lease liability recognised on commencement of the ARL Southampton lease in January 2025 was 2.5%. Total cash outflows for leases during the year ended 31 December 2025 were £16,000, comprising the principal element of £15,366 classified within financing activities and the interest element of £634 (see also Note 2.17 - Cash Flow Statement presentation).
for the year ended 31 December 2025 17.SHARE BASED PAYMENTS
The warrants have been valued at fair value using the Black-Scholes model. The warrants were granted and vested in full in December 2024. The fair value of £75,462 was determined at the grant date using the Black-Scholes model with the inputs shown, which are grant-date assumptions and are not updated subsequently. The annualised volatility of 10.98% was derived from the observed price history of the Company's ordinary shares over a period commensurate with the expected life of the warrants. Dividend yield: 0.00% (2024: 0.00%). Weighted average fair value per warrant at grant date: 1.53p (£75,462 divided by 4,926,553 warrants) (2024: 1.53p). The warrants vested in full at the grant date in December 2024. The Black-Scholes inputs shown are grant-date assumptions. The fair value of £75,462 is a completed historical measurement and is not updated in subsequent periods.
The Company was issued warrants as part of the RTO in 2020 with related party Anemoi International Ltd, which were subsequently extended in July 2025. The Company holds 29,950,000 warrants, vesting period 5 years, strike price 30p and expiry on 30th June 2030. On 14th April 2025 following on from the subscription purchase of Caledonian Holdings Plc Ordinary shares the Company has received warrants on a 1 for 2 basis. The Company holds 250,000,000 warrants, vesting period 2 years, strike price 0.0075p and expiry on 14th April 2027. Caledonian Holdings plc warrants: Fair value at 31 December 2025: nil (Level 3 - unquoted). Valuation basis: Black-Scholes model. Caledonian Holdings plc warrants: 250,000,000 warrants held at 31 December 2025. The warrants have been assessed as having nil fair value on the basis that the underlying share price is substantially below the exercise price. No amount has been recognised on the balance sheet. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED for the year ended 31 December 2025 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Financial assets mandatorily measured at FVPL include the following:-
Anemoi International Ltd warrants: 29,950,000 warrants with a 30p exercise price, expiry 30 June 2030. Fair value at 31 December 2025: £nil (Level 3 - unquoted). The warrants are deeply out of the money.
Disposals at proceeds include Caledonian Holdings 500m shares, SQQQ 10k shares, DCI 21.8m shares and 3SDE 500k shares. The purchase and full disposal of 500,000,000 Caledonian Holdings plc shares occurred during FY2025 (acquired 27 March 2025, sold 21 July 2025). Reconciliation to income statement: Realised gain on disposal £253,980 + unrealised gain/(losses) £130,638 Total FVTPL gains £384,618 (excluding £8,023 other interest income). NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 LEASES AS LESSEE Thalassa’s subsidiary, Autonomous Robotics Ltd, entered into a lease for the rent of new premises in Southampton in January 2025 for £16,000 per annum. Thalassa’s subsidiary Alfalfa Holdings AG entered into a one-year lease in April 2024 for the ground floor of one of the estate buildings at Villa Kramerstein, on the banks of Lake Lucerne in Switzerland. On expiry in May 2025 a new lease for an indefinite period was entered into for the ground floor with a termination notice of 6 months. Right-of-use assets Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 11).
NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 SHARECAPITAL
Under the Company’s memorandum of association, the Company is authorised to issue 100,000,000 shares of one class with a par value of US$0.01 each. Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company. Share capital represents 16,655,838 ordinary shares of $ 0.01 each. The shares have been translated at the exchange rate at the point of issue and the period end movements taken to the foreign exchange reserve. The average rate noted above therefore reflects the aggregate rate at which the final share capital balance is recognised. The following describes the nature and purpose of each reserve within equity: Retained Earnings: All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere FX Reserves: Gains/losses arising on retranslating the net assets of overseas operations into the reporting currency. Share Premium: Amount subscribed for share capital in excess of nominal value. Other Reserves: Other reserves include, 1. Revaluation Reserves (gains/losses arising on the revaluation of the group’s property). 2. Capital Contribution related to the merger of id4 AG into Apeiron Holdings AG. NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 CAPITAL MANAGEMENT TheGroup’scapitalcomprisesordinarysharecapital,retainedearningsandcapitalreserves.TheGroup’s objectiveswhenmanagingcapitalaretoprovideanoptimumreturntoshareholdersovertheshorttomediumtermthrough capitalgrowthandincomewhilstensuringtheprotectionofitsassetsbyminimisingrisk.TheGroupseekstoachieveitsobjectives byhavingavailablesufficientcashresourcestomeetcapitalexpenditureandongoingcommitments. At31December2025,theGrouphadcapitalof£8,809,538(2024:£10,389,796).TheGroupdoesnothaveanyexternally imposedcapitalrequirements. INVESTMENT IN SUBSIDIARIES DetailsoftheCompany’ssubsidiariesattheyearendareasfollows:
Due to the pre- or early stage revenue producing status, and therefore book value, of Autonomous Robotics Limited the directors of the Group feel that the IFRS cost basis does not represent a market value of the subsidiaries. ASSOCIATED ENTITIES On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd (incorporated in British Virgin Islands) with consideration in the form of shares issued to Thalassa and its subsidiary Aperion BVI totalling 36.92% of the voting rights. Further purchases were made in 2023 totalling 40.77% of the voting rights. The investment is recognised using the equity method as described in note 2.16. On the same date the loan notes issued to Anemoi International Ltd were converted as per the terms of the agreement. 334,956 notes of USD1 were converted in to 334,956 Class A Preference Shares of no par value each fully paid. Athenium Consultancy Ltd (incorporated in England & Wales), in which the Group owns 35% shares, was incorporated on 12 October 2021. Movement on interests in associates can therefore be summarised as follows:
NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 RELATED PARTY TRANSACTIONS FDL Consultancy Ltd (incorporated in the British Virgin Islands, registration number 1560138) is wholly owned by C. Duncan Soukup, Executive Chairman of Thalassa Holdings Ltd. Under a consultancy and administrative services agreement dated 3 January 2011 (as varied by agreement dated 2 January 2018 and 1 July 2022), the Group accrued consultancy fees of £nil, £268,357 fees waived (2024: £nil, fees waived) and reimbursed expenses of £22,069 (2024: £nil) to FDL Consultancy Ltd during the year. The total balance accrued at 31 December 2025 was £143,746 (2024: £121,677 after adjustments for waivers and prior accruals). The FDL Consultancy agreement is subject to a 5-year notice period. Based on the fee structure of [1%+1.5%] of net asset value, and current NAV of £9.2m, the indicative annual fee commitment is approximately £230,000, and the minimum commitment over the notice period is approximately £1.15m. This commitment is contingent on the Group's continuation under the agreement. The FDL Consultancy agreement terms have been reviewed by the independent non-executive directors without the Chairman's participation. The company owed ARL £19,800 historical admin fees relating to the sale of Eastleigh Court Ltd and Eastleigh Stables Ltd against which a provision for bad debts was added. Non-executive director fees accrued to David Thomas: £20,000 (FY2024: £20,000). At 31 December 2025, £101,249 remains outstanding and payable to David Thomas in respect of non-executive director fees accrued over the period FY2021-FY2025 (FY2021: £20,614; FY2022: £20,635; FY2023: £20,000; FY2024: £20,000; FY2025: £20,000). These amounts are included within trade and other payables at 31 December 2025. During the period Kenneth Morgan, non-executive director, invoiced the Group 2024 fees of £8,047 of which £Nil was owed as at 31 December 2025 (2024: £Nil) and £7,439 accrued. During the period Alexander Joost, director of Alfalfa, invoiced the Group 2025 fees of £5,477 of which £6,078 was owed as at 31 December 2025 (2024: £Nil). During the period £28,000 was invoiced by Offshore Robotics related to David Grant’s director fees for his directorship of ARL and £2,176 expenses, total 2025 fees were £28,000 of which £4,942 was owed as at 31 December 2025 (2024: £5,642). Athenium Consultancy Ltd, an associated company in which the Group owns shares invoiced the group for financial and corporate administration services totalling £171,300 for the period and £15,872 expenses (2024: £181,500). As at the year end the Group owed £53,954 (2024: £52,350). Share of profit/(losses) were also recognised as per note 23. The Group was due £42,311 (2024: £5,029) from Anemoi International Ltd, an associated company in which through its subsidiary Apeiron Holdings BVI holds shares and is related by common control through the Chairman, Duncan Soukup. During the year services amounting to £12,092 (2024: £7,914) were charged from Thalassa. Share of profit/(losses) were also recognised as per note 23. The company also owed Thalassa £14,114 historical fees relating to the sale of id4 AG. As at the year end the Group was due £125.88 (2024: £49,703) from Alina Holdings Plc, which holds 39.63% of Thalassa Holdings Ltd's ordinary shares (the largest single shareholder) and shares common directorship with Thalassa Holdings Ltd. During the year services amounting to £25,719 (2024: £94,083) were charged from Thalassa. During 2024, effective on the placement of shares, the Company issued 4,926,553 warrant instruments. Of these 660,000 warrants are held by Alina Holdings and 4,195,553 warrants by Duncan Soukup. The Company was issued warrants as part of the RTO in 2020 with related party Anemoi International Ltd, which were subsequently extended in July 2025. On 17 December 2021 the Company transferred the warrants to the Anemoi Discretionary Trust in return for $345,000 which remained unpaid through the period. On 22 July 2025 the Anemoi Discretionary Trust transferred 29,950,000 Anemoi International Ltd warrants (exercise price 30p, expiry 30 June 2030) to the Company in return for cancellation of the outstanding USD 345,000 loan (translated at £255,474 at the date of the transaction). The warrants were assessed at a fair value of approximately £nil at the date of transfer (30p strike versus approximately 0.4p Anemoi share price). An impairment loss of £255,474 has been recognised on the loan derecognition, being the excess of the loan carrying value over the fair value of consideration received. The Loan to the THAL Discretionary Trust, related by common control through the Chairman, Duncan Soukup, accrued £45,311 interest during 2025. The loan balance as at 31 December 2025 was £1,087,123. Key management personnel compensation (IAS 24.17): Short-term employee benefits: consultancy fees paid to FDL Consultancy Ltd (Chairman's remuneration) nil, waived (FY2024: nil, waived); NED fees - David Thomas £20,000 (FY2024: £20,000); NED fees - Kenneth Morgan £7,439 (FY2024: £8,012); total short-term benefits £27,439 (FY2024: £28,012). Post-employment benefits: nil (FY2024: nil). Share-based payment: nil new grants in FY2025 (FY2024: £75,462 warrant fair value at grant). Total KMP compensation: £27,439 (FY2024: £103,474). NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTSCONTINUED fortheyearended31December2025 FINANCIAL INSTRUMENTS TheGroup’sfinancialinstrumentscomprisecashandcashequivalentstogetherwithvariousitemssuchastradeandotherreceivables andtradepayablesetc,thatarisedirectlyfromitsoperations.Thefairvalueofthefinancialassetsandliabilitiesapproximatesthe carryingvaluesdisclosedinthefinancialstatements. ThemainrisksarisingfromtheGroup’sfinancialinstrumentsareinterestraterisk,foreignexchangerisk,equity price risk,creditriskandliquidityrisk. INTERESTRATERISK The Group does not undertake any hedging against interest rate risk. The Group finances its operations from the cash balances on the current and deposit accounts. The Group had total borrowings of £Nil as at 31 December 2025 (2024: £Nil). FOREIGN EXCHANGERISK The Group undertakes FOREX and asset risk management activities from time to time to mitigate foreign exchange risk. An increase in foreign exchange rates of 5% at 31 December 2025 would have decreased the profit and net assets by £3,934 (2024: £2,798 decrease). A decrease of 5% would have had an equal and opposite impact. As 31 December 2025 approximately 85% (2024: 45%) of amounts owing to suppliers are held in GBP, 9% in EUR (2024: 48%), 0% in USD (2024: 7%) and 6% in CHF (2024: 0%). EQUITY PRICERISK The Group holds financial assets at fair value through profit or loss totalling £3,417,171 (2024: £3,368,193) comprising listed equity securities. A 10% decrease in quoted market prices at 31 December 2025 would reduce the carrying amount by approximately £341,717 (2024: £336,819) with an equal impact on profit before tax and equity. A 10% increase would have an equal and opposite effect. CREDITRISK Group credit risk is predominantly a matter of individual corporate risk. However, Group companies also operate in frontier and challenging regions which has the potential to add risk and uncertainty both from an operational and financial point of view. Whenever and wherever possible the Group attempts to mitigate this risk. In line with other international companies, the Group is exposed to geopolitical risks and the possibility of sanctions which could adversely affect our ability to perform operations or collect receivables from our clients. This risk is uninsurable and unhedgeable. LIQUIDITYRISK 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.
SUBSEQUENT EVENTS No adjusting subsequent events have occurred. The Anemoi International Ltd RTO process has continued post year end and continues. No material financial impact on the amounts recognised in the FY2025 financial statements is anticipated from this event. The SPA in respect of the Anemoi International Ltd / [Transylvania entity] RTO was signed on 22 December 2025 (pre-year-end). Post year-end the RTO has progressed with an updated SPA signed on 13 April 2026 and the appointment of Canaccord as bookrunner and sponsor for the transaction on 27 April 2026. If completed, the Group's ~40.8% stake in Anemoi International Ltd would be diluted to approximately 1.5%. Significant influence would be lost, requiring reclassification from equity method to fair value, with an estimated accounting impact of approximately £88k. At the date of this report, the RTO has not been completed and no material adjustment to the FY2025 financial statements is required. COPIES OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements are available on the Company’s website:www.thalassaholdingsltd.com. CONTROLLING PARTIES Duncan Soukup is a controlling shareholder. END For further information, please contact:
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. View original content: EQS News | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ISIN: | VGG878801114 |
| Category Code: | ACS |
| TIDM: | THAL |
| LEI Code: | 2138002739WFQPLBEQ42 |
| Sequence No.: | 426000 |
| EQS News ID: | 2319532 |
| End of Announcement | EQS News Service |