REG-Thalassa Holdings Ltd Thalassa Holdings Ltd: Final Results for Year Ended 31 December 2021
09/06/2022 15:45
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Thalassa Holdings Ltd (THAL)
Thalassa Holdings Ltd: Final Results for Year Ended 31 December 2021
09-Jun-2022 / 15:34 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2021, which will be published today on the Company's website www.thalassaholdingsltd.com. 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 2021.
Group Results 2021 versus 2020 GBP GBP
• Profit /(loss) after tax for the year £0.46m vs. £0.68
• Group Earnings Per Share (basic and diluted)*^1 £0.06 vs. £0.05*^1
• Book value per share*^2 £1.40 vs. £1.45
• Investment Holdings £9.2m vs. £7.0m
• Net Cash £1.0m vs. £3.7m*^3
*^1 based on weighted average number of shares in issue of 7,945,838 (2020: 14,139,629)
*^2 based on actual number of shares in issue as at 31 December 2021 of 7,945,838 (2020: 7,945,838)
*3 Cash reduced as a result of increase in Investment Holdings
• ARL
Further development of the Flying Node bespoke seismic sensor system, with funding and support from The Net Zero Technology Centre (NZTC) and two major Energy Companies, has made significant progress with the testing section of the programme due to start in April 2022.
The development of the control software for the Flying Node has progressed and will continue during 2022.
From mid-2021 ARL has been a participant in a UKCCSRC funded project awarded to National Oceanography Centre (NOC) based in Southampton, UK. The project title is ‘Sensor Enabled Seabed Landing AUV nodes for improved offshore Carbon Capture and Storage (CCS) monitoring’. The ARL Flying Node is the ideal platform for the miniature sensor systems NOC are developing as part of the project. This further demonstrates the market diversity for Flying Node applications.
• id4
The successful rollout of the platform alongside the signing of new contracts with a number of private Swiss institutions was followed in December 2021 by the reverse take over (RTO) of id4 into Anemoi International Ltd.
• Tappit Technologies (UK) Limited
The investment in Tappit continues to generate new client interest and we hope for accelerated traction once Covid restrictions are lifted.
CHAIRMAN’S STATEMENT
2021/2022 Just when you thought it was safe to get back into the water
• Covid-19 lingering
• NASDAQ (CCMP) registered
◦ ± (23%) YTD (thru May) 2022
◦ ± 26% gain in 2021
◦ ± 47% gain in 2020,
◦ ± 38% in 2019,
◦ ± (1%) in 2018,
◦ ± 31% in 2017,
◦ ± 6% in 2016,
◦ ±8% in 2015,
◦ ±18% in 2014,
◦ ±35% in 2013
◦ ± 17% in 2012
◦ ± 3% in 2011
◦ ± 19% in 2010
◦ ± 53% in 2009
◦ ± (42%) in 2008
From January 2009 thru December 2021 the NASDAQ rose ± 835%... fuelled by a decline in interest rates to 0% or, in some countries in the EU, into negative territory!
For those that chose to blank out the noise of the madding crowd, the early warning signs that the NASDAQ specifically, but the markets in general, were “toppy” were plain enough to see...
NASDAQ P/E (TTM) CAPE Ratio
31.12.21 39.00 59.78
31.12.20 39.46 55.33
31.12.19 27.29 41.65
31.12.18 20.34 35.19
I pointed to this excess in Thalassa’s 2019 Annual Report and again in Thalassa’s 2020 Annual Report…but such is the allure of drugs, alcohol and bull markets that few heeded the warning signs or my comments.
Given the Board’s view that a correction was long overdue, we had reduced the Company’s exposure to the markets and, as I have repeatedly stated, taken out some hedge (insurance) positions to mitigate, what was in our view, an inevitable event.
I find writing about the past somewhat like looking in the rear-view mirror when driving; it will, more than likely, result in a crash.
…which is what has predictably happened in January 2022.
Clearly, I don’t have a crystal ball, but if history is any precursor to the future (which it invariably is), then the attached extract from an article titled “Bear Market Rallies can be a Treacherous Lure” by John Authers at Bloomberg is a reminder of the length, pain and destruction of a real bear-market, or as Jeremy Gantham has pointed out, what happens when a 3-Sigma Bubble bursts.
“So, if tempted to try buying the dip, look at how the great selloffs of 2000-2003 and 2007-2009 unravelled. They saw peak-to-trough falls in the S&P 500 of 49% and 56% respectively. But there were plenty of excursions on the way. After the dot-com bubble, Larry McDonald of the Bear Traps Report LLC points out that the NASDAQ composite, centre of the speculation, saw countertrend rallies of 22%, 24%, 37%, 18%, 22%, 30%, 47% and 56% in 2000 and 2001. Each time it looked like the downtrend was over, and each time it wasn’t”.
“The descent during the global financial crisis (GFC) was slightly quicker, but it still produced plenty of opportunities to trick you into buying.”
Does the above foretell a continued decline in equities, clearly not, however, based on history only a fool would not factor into their investment strategy war in Ukraine, lock-down in China and global logistical snarl-ups, and rising wage demands, which are driving commodities higher (inflation); oil (Brent) today is trading at $120, whilst at the same time forcing economic growth lower (potential for stagflation). Not to mention the recent incursion of 30 Chinese fighter-jets into Taiwanese air space!
Outlook
Whilst technical analysis is, in my opinion, a useful addition to an investors’ toolbox, I am not a technician and do not rely solely on technical analysis but rather rely on fundamental analysis and use technical analysis to help with timing.
Since the beginning of 2022, the NASDAQ has fallen ca. -23%, the S&P 500 ca. -13% and the DJII ca. -9%, however on a fundamental basis none of these indices appear cheap if inflation persists and the US and other Western economies slow…as I believe they will.
There is not much discussion (yet!) in US financial circles regarding Real Estate. The average American individual has more money invested in real estate and more mortgages leverage than in any other asset class.
Given that the Federal Reserve has misread the inflation situation, the risk is that by raising interest rates slowly (50 basis points) over the next few (2?, 3?) quarters it may only add to inflation, as wage demands increase, whilst ultimately driving rates higher than anticipated and causing a potential collapse in residential property. The Fed Chairman has spoken about his concern about the damage that higher interest rates could have on the wealth of Americans, which is undoubtedly why the Fed has been slow to combat inflation in the hope that it was simply “transitory”.
I would use the above quote from Mr Buffett to remind shareholders that the easiest way to lose money is to overpay when buying anything…including stocks.
…and the quote below to remind investors that slow and steady wins the race…
As a parting reminder: hidden on the back cover of our 2020 Annual Report was the cartoon below, which clearly illustrates my view of the excesses that existed this time last year. The graph shows the Goldman Sachs Non-profitable Technology Basket, overlaid on top of Hollywood’s favourite weed whackers, Cheech and Chong.
At the time last year the index had declined ± 26% from its high, but has since declined a further 59% and is now down ± 70% from its high…as is Cathie Wood’s Ark Innovation ETF (ARKK) … which nonetheless still has a market cap of $8.8 bn…go figure!
It is therefore all about “value”, which has multiple definitions including Growth at a reasonable price. Get it wrong and overpay and one can lose money very quickly!
Holdings
Autonomous Robotics Ltd (ARL) (100%) Proof of Concept completed. Discussions with potential commercial development partners have not yet resulted in a transaction. Focus on commercialisation of Node system and fundraising for production of shallow water system
Anemoi International Ltd (36.9%) as a result of the December 2021 RTO, now owns 100% Id4 AG. Id4 is a fintech company specialising in Client Life Cycle Management systems, client onboarding and compliance software.
WGP (100%) The Company stood to receive a further $4 million earn-out. Unfortunately, the Norwegian project associated with the earn-out has been delayed due to welding failures during construction of the client’s new Floating Production Storage and Offloading (“FPSO”) vessel. The new oil field should have commenced production in 2022; this has now been pushed out to 2023. Our contract expires in January 2023. It is, therefore, unlikely that we will receive the second payment of $4 million.
Tappit Technologies. Tappit specializes in event technologies. It offers a range of products and services covering cashless payments, fan engagement, access control as well as data and insight areas. In addition, the company's technology supports ticket integrations and works for various events and venues.
Duncan Soukup
Chairman
9 June 2022
FINANCIAL REVIEW
GROUP RESULTS
Continuing Operations
Total revenue from continuing operations for the year to 31 December 2021 was £0.14m (2020: £0.04m) related to grant income for ARL and rental income in Switzerland.
Cost of Sales on continuing operations were £(0.06)m (2020: nil), resulting in a Gross Profit of £0.08m (2020: Gross Loss £0.04m).
Administrative expenses on continuing operations before exceptional costs were £1.4m (2020: £2.33m) and depreciation £0.1m compared to £0.04m in 2020.
Exceptional costs of nil (2020: £0.6m) were incurred as the costs on the sale of id4 were borne by Anemoi ,where in 2019 the costs incurred related to Alina Holdings & Anemoi International divestment .
Operating Loss was therefore £1.4m (2020: loss £2.4m).
Net financial income/(expense) of £(0.4)m included net foreign exchange income, net interest expense and net income from financial investments including fair value adjustments (2020: income £2.7m).
Other gains/(losses) were (£0.02)m (2020: gain of £0.9m).
Share of losses of associated entities was £0.01m (2020: nil).
Profit/(loss) before tax on continuing operations was £(1.8)m (2019: profit £1.2m).
Tax on continuing operations for the period was a credit of £0.1m relating a R&D tax credit (2020: credit £0.1m).
Profit/(loss) for the year from continuing operations was therefore £(1.7)m (2020: £1.2m).
Discontinued Operations
id4 AG was sold to Anemoi International Ltd during the year. A loss for the year from discontinued operations relating to the sale was £0.3m (2020: £0.7m).
Gain on the disposal of id4 AG was £2.4m
Profit for the year
This resulted in a Group profit for the year of £0.5m (2020: £0.7m).
Net assets at 31 December 2021 amounted to £11.2m (2020: £11.5m) resulting in net assets per share of £1.40 based on 7,945,838 shares in issue versus £1.45 in 2020 including cash of £1m equivalent to £0.12 per share (2020: £7.1m and £0.46 per share.
Net cash flow from operations amounted to an outflow of £1.9m as compared to £0.3m inflow in 2020.
Net cash from investing activities, amounted to an outflow of £2.5m (2020 £6.0m) relating to continuing operations in the purchase of available for sale investments.
Net cash inflow from financing activities amounted to £2.5m (2020: outflow £4.4m) relating to the sale of id4 AG.
Net decrease in cash and cash equivalents was £1.9m resulting in Cash and Cash Equivalents at 31 December 2021 of £5.4m (2020: £7.1m).
DIRECTORS’ REPORT
The Directors present their report and the audited financial statements for the year ended 31 December 2021.
FUNCTIONAL CURRENCY
For the year ended 31 December 2021, it was felt that with most holdings, both in securities and subsidiaries, being in GBP, that these financial statements should be presented as such and not in USD. The comparatives have likewise been restated into GBP at the appropriate rates.
BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
Thalassa Holdings Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated andregistered in the BVI on 26 September 2007. The Company is a holding company with interests in property, and marine seismic/defence R&D.
Autonomous Robotics Ltd (formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa.
Anemoi International Ltd (36.9%) as a result of the December 2021 RTO, now owns 100% Id4 AG. Id4 is a fintech company specialising in Client Life Cycle Management systems, client onboarding and compliance software.
Tappit is an event technologies business. It offers a range of products and services covering cashless payments, fan engagement, access control as well as data and insight areas. In addition, the company's technology supports ticket integrations and works for various events and venues.
RESULTS AND DIVIDENDS
The Group made a profit attributable to shareholders of the parent for the year ended 31 December 2021 of £0.06m (2020: £0.01m). The Directors do not recommend the payment of a dividend.
DIRECTORS AND DIRECTORS’ INTERESTS
The Directors of the Company who held office during the year and to date, including details of their interest in the share capital of theCompany, are as follows:
Name Date Appointed Date Resigned Shares held Share options
Executive Director
C Duncan Soukup 26 September 2007 2,396,970 -
Non-ExecutiveDirectors 2 April 2008 39,870 -
Graham Cole
David M Thomas 2 April 2008 - -
Kenneth Morgan 24 May 2022 - -
DIRECTORS’ REMUNERATION
2021 2020
Director Fees Consultancy Fees Director Consultancy Fees
Fees
Executive £ £ £ £
Directors
Duncan Soukup 272,597 221,025 283,170 223,555
Non-Executive £ £ £ £
Directors
Graham Cole 18,419 - 14,904 -
David Thomas 18,419 - 14,904 -
Martyn Porter - - 7,452 -
Total 309,435 221,025 320,430 223,555
remuneration
SUBSTANTIAL SHAREHOLDINGS
As of 31 December 2021, the Company had been advised of the following
substantial shareholders
Holding %
Duncan Soukup 2,396,970 30.2%
THAL Discretionary Trust* 2,042,720 25.7%
Mark Costar 530,807 6.7%
Interactive Investor Services Nominees Limited 396,732 5.0%
Vidacos Nominees Limited 303,074 3.8%
Lynchwood Nominees Limited 263,353 3.3%
Other 2,012,182 25.3%
Total number of shares in issue 7,945,838 100%
* C.Duncan Soukup is a trustee of THAL Discretionary Trust
SHARE BUY-BACK
There were no share buy backs during the year ended 31 December 2021. For the year ended 31 December 2020, the Company repurchased a total of 12.9 million shares at an average price of 67 pence per share for an aggregate amount of ca. £8.6 million. Under the current buy-back authority of 5 March 2019 the Company has £2.94 million of facility left.
* C.Duncan Soukup is a trustee of THAL Discretionary Trust
SHARE REDEMPTIONS
The Company amended its Articles of Association in October 2019 to allow the Board maximum flexibility in the manner in which it may seek to return capital to shareholders. Full details of the amendments are outlined on the Company’s website in a letter from the Chairman dated 17 September 2019 together with a full copy of the new Memorandum of Association and Articles of Association dated 19 October 2019.
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 23 to the financial statements.
OPERATIONAL RISKS
The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, an investment target, which may limit its operational strategies.
The Company is dependent upon the Directors, and in particular, Mr C. Duncan Soukup, who serves as the Executive Chairman, to identify potential acquisition opportunities and to execute any acquisition. The unexpected loss of the services of Mr Soukup or other Directors could have a material adverse effect on the Company’s ability to identify potential acquisition opportunities and to execute an acquisition.
The Company may invest in or acquire unquoted companies, joint ventures or projects which, amongst other things, may be leveraged, have limited operating histories, have limited financial resources or may require additional capital.
FINANCIAL RISKS
Details of the financial instrument risks and strategy of the Group are set out in note 24.
DIRECTORS’ REPORT CONTINUED
GLOBAL ECONOMIC RISK
Whilst the long term impact of Brexit is still currently uncertain and may have an impact on the Company’s investments, the Ukraine conflict and Covid 19 pandemic have clouded the true effect. 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:
Risk Mitigation
1. Insufficient cash resources to meet liabilities, continue as a going concern and finance key projects. Short term and annual business plans are prepared and are reviewed on an ongoing basis. Use of various hedging instruments in order to mitigate major financial risks.
2. Loss of key management/staff resulting in failure to identify and secure potential investment opportunities and meet contractual requirements. Regular review of both the Board’s and key management’s abilities. Review of salaries and benefits including long term incentives and ongoing communication with key individuals.
3. Failure to maintain strong and effective relations with key stakeholders in investments resulting in loss of contracts or value. The Board and senior management seek to establish and maintain an open and transparent dialogue with key stakeholders.
4. Failure to comply with law and regulations in the jurisdictions in which we operate. Key management are professionally qualified. In addition the Company appoints relevant professional advisers (legal, tax, accounting etc) in the jurisdictions in which we operate.
5. Significant changes in the political environment, including the impact of Brexit, Covid-19 and the Ukraine conflict, results in loss of resources/market and/or business failure. The Company’s current investments are not expected to be adversely impacted and Management is continuing to monitor the wider political environment to ensure that steps are taken to mitigate political risk.
6. Death, illness or serious business disruption due to COVID-19 or other pandemics. The Company seeks to comply with all legal requirements and guidance within the various territories in which it operates. The Board aims to take all reasonable steps to protect its employees, suppliers and customers, whilst safeguarding its business interests.
DIRECTORS’ RESPONSIBILITIES
The Directors have elected to prepare the financial statements for the Group in accordance with UK Adopted International Accounting Standards (“IFRS”).
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group, for safeguarding the assets and for taking reasonable steps for the prevention and detection of fraud and otherirregularities.
International Accounting Standard 1 requires that financial statements present fairly for each financial period the Group’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in theInternational Accounting Standards Board’s ‘Framework for the preparation and presentation of financial statements’. In virtually allcircumstances, a fair presentation will be achieved by compliance with all applicable UK Adopted International Accounting
Standards (“IFRS”). A fair presentation also requires the Directors to:
• select and apply appropriate accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandableinformation;
• provide additional disclosures when compliance with the specific requirements in IFRSs as applied by the E.U. is insufficient toenable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position andfinancial performance; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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
AGM
The Annual General Meeting will be held at Anjuna, 28 Avenue de la Liberté, 06360 Éze France on 28 June 2022at 10.00 (CEST). A noticeof the meeting is attached to this Annual Report.
AUDITORS
A resolution to confirm the appointment Jeffreys Henry LLP as the Company’s auditors will be submitted to the shareholders at the Annual General Meeting.
Approved by the Board and signed on its behalf by
C Duncan Soukup
Chairman
9 June 2022
CORPORATE GOVERNANCE STATEMENT
The Company’s shares are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s Main Market. The Board recognises the importance and value for the Company and its shareholders of good corporate governance. The Company Statement on Corporate Governance is available at 1 https://thalassaholdingsltd.com/investor-relations/corporate-governance/and repeated in full below.
Board Overview
In formulating the Company’s corporate governance framework, the Board of Directors have reviewed the principles of good governance set out in the QCA code (the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2018 published by the Quoted Companies Alliance) so far as is practicable and to the extent they consider appropriate with regards to the Company’s size, stage of development and resources. However, given the modest size and simplicity of the Company, at present the Board of Directors do not consider it necessary to adopt the QCA code in its entirety.
The purpose of corporate governance is to create value and long-term success of the Group through entrepreneurism, innovation, development and exploration as well as provide accountability and control systems to mitigate risks involved.
Composition of the Board and Board Committees
As at the date of this report, the Board of Thalassa Holdings Ltd comprises of one Executive Director and two Non-Executive Directors, which complies with the QCA Code.
On the 24 May 2022, Kenneth Morgan was appointed to the board as a further Non-executive Director.
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 UK Corporate Governance 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 with a formal schedule of matters specifically reserved for its decision.
The Board held two full meetings for regular business during 2021, in addition to a number of informal ones. These included meetings of the Audit Committee, the Remuneration Committee and the Regulatory Compliance Committee as required. Due to the COVID-19 pandemic the board convened on conference phone calls during the year.
Audit committee
During the financial period to 31 December 2021, the Audit Committee consisted of Graham Cole and any other one 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, Jeffreys Henry LLP, was appointed on 16 January 2019 and has indicated its independence to the Board.
Remuneration Committee
During the financial period to 31 December 2021, the Remuneration Committee consisted of David Thomas and any other one director. 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 2021, the Regulatory Compliance Committee consisted of Graham Cole and any other one director. 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.
Statement on Corporate Governance
The corporate governance framework which Thalassa has implemented, including in relation to board leadership and effectiveness, remuneration and internal control, is based upon practices which the board believes are proportionate to the risks inherent to the size and complexity of Thalassa’s operations.
The Board considers it appropriate to adopt the principles of the Quoted Companies Alliance Corporate Governance Code (“the QCA Code”) published in April 2018. The extent of compliance with the ten principles that comprise the QCA Code, together with an explanation of any areas of non-compliance, and any steps taken or intended to move towards full compliance, are set out below:
1. Establish a strategy and business model which promote long-term value for shareholders
The Company is a Holding Company which has in the past and will in the future seek to acquire assets which in the opinion of the Board should generate long term gains for its shareholders. The current strategy and business operations of the Company are set out in the Chairman’s Statement on page 6. Shareholders and potential investors must realise that the objectives set out in that document are simply that; “objectives” and that the Company may without prior notification change these objectives based upon opportunities presented to the Board or market conditions.
The Group’s strategy and business model and amendments thereto, are developed by the Executive Chairman and his senior management team, and approved by the Board. The management team, led by the Executive Chairman, is responsible for implementing the strategy and overseeing management of the business at an operational level.
The Board is actively considering a number of opportunities and, ultimately, the Directors believe that this approach will deliver long-term value for shareholders. In executing the Group’s strategy, management will seek to mitigate/hedge risk whenever possible.
As a result of the Board’s view of the market, the Board has adopted a five-pronged approach to future investments:
1. Opportunistic: where an acquisition or investment exists because of price dislocation (the price of a stock collapses but fundamentals are unaffected) or where the Board identifies a special “off market” opportunity;
2. Finance: The Board is currently investigating opportunities in the FinTech sector;
3. Property: The Company held a strategic stake in Alina Holdings Plc (formerly The Local Shopping REIT plc). The Company’s divestment is more comprehensively described in the Letter to Shareholders dated 28 September 2020 published in the Reports and Documents section of the Company’s website;
4. Education: There are few businesses that offer the same longevity and predictability of earnings as Education; and
5. R&D: Development situations such as ARL where the Board sees an opportunity to participate in disruptive, early stage technology.
The above outlined strategy is subject to change depending on the Board’s findings and prevailing market conditions.
2. Seek to understand and meet shareholder needs and expectations
The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. All reports and press releases are published in the Investor Relations section of the Company’s website.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Group’s consultants, employees, partners, suppliers, regulatory authorities and entities with whom it has contracted. The Group’s operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole. The Group endeavours to take account of feedback received from stakeholders, making amendments where
appropriate and where such amendments are consistent with the Group’s longer term strategy.
The Group takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. Through the various procedures and systems it operates, the Group ensures full compliance with health and safety and environmental legislation relevant to its activities. The Group’s corporate social responsibility approach continues to meet these expectations.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage and whenever possible minimise or eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.
A budgeting process is completed once a year and is reviewed and approved by the Board. The Group’s results, compared with the budget, are reported to the Board on a regular basis.
The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.
The senior management team meet regularly to consider new risks and opportunities presented to the Group, making recommendations to the Board and/or Audit Committee as appropriate.
The Board has an established Audit Committee, a summary of which is set out in the Board of Directors section of the Company’s website.
The Company receives comments from its external auditors on the state of its internal controls.
The more significant risks to the Group’s operations and the management of these have been disclosed in the Chairman’s statement on page 6.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board currently comprises two non-executive Directors and an Executive Chairman. Directors’ biographies are set out in the Board of Directors section of the Company’s website.
All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election every year.
The Board is responsible to the shareholders for the proper management of the Group and, in normal circumstances, meets at least four times a year to set the overall direction and strategy of the Group, to review operational and financial performance and to advise on management appointments.
A summary of Board and Committee meetings held in the year ended 31 December 2021 is set out above.
The Board considers itself to be sufficiently independent. The QCA Code suggests that a board should have at least two independent Non-executive Directors. Both of the Non-executive Directors who currently sit on the Board of the Company are regarded as independent under the QCA Code’s guidance for determining such independence.
Non-executive Directors receive their fees in the form of a basic cash fee based on attendance at board calls and board meetings. Directors are eligible for bonuses. The current remuneration structure for the Board’s Non-executive Directors is deemed to be proportionate.
6. Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities
The Board considers that the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities, and bring considerable experience in technical, operational and financial matters.
The Company has put in place an Audit Committee as well as Remuneration and Listing Compliance Committees. The responsibilities of each of these committees are described in the Board of Directors section of the Company’s website.
The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the on-going development of the Group.
The Chairman, in conjunction with the Company Secretary, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors received updates from the Company Secretary and various external advisers on a number of regulatory and corporate governance matters.
Directors’ service contracts or appointment letters make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities, normally via the Company Secretary.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board’s performance is measured by the success of the Company’s acquisitions and investments and the returns that they generate for shareholders and in comparison to peer group companies. This performance is presented in the Group’s monthly management accounts and reported, discussed and reviewed with the Board regularly
8. Promote a corporate culture that is based on ethical values and behaviours
The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s operations. These values are enshrined in the written policies and working practices adopted by all employees in the Group. An open culture is encouraged within the Group. The management team regularly monitors the Group’s cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary.
The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area.
Thalassa has a strong ethical culture, which is promoted by the actions of the Board and management team. The Group has an anti-bribery policy and would report any instances of non-compliance to the Board. The Group has undertaken a review of its requirements under the General Data Protection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board has overall responsibility for promoting the success of the Group. The Chairman has day-to-day responsibility for the operational management of the Group’s activities. The non-executive Directors are responsible for bringing independent and objective judgment to Board decisions. Matters reserved for the Board include strategy, investment decisions, corporate acquisitions and disposals.
There is a clear separation of the roles of Executive Chairman and Non-executive Directors. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on matters. Due to its current size, the Group does not require nor bear the cost of a chief executive. The Company’s subsidiary ARL is led by a chief executive.
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 work of the Audit Committee undertaken in the year ended 31 December 2021 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, but at least once a year, 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 the work of the Remuneration Committee undertaken in the year ended 31 December 2021 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. The Committee has formal terms of reference set out in the Board of Directors section of the Company’s website.
10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. The Annual Report includes a Corporate Governance Statement which refers to the activities of both the Audit Committee and Remuneration Committee. All reports and press releases are published in the Investor Relations section of the Group’s website.
The Group’s financial reports and notices of General Meetings of the Company can be found in the Reports and Documents section of the Company’s website. The results of voting on all resolutions in future general meetings will be posted to this website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’OF THALASSA HOLDINGS LTD
Opinion
We have audited the consolidated financial statements of Thalassa Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2021 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows, the 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 UK-adopted International Accounting Standards as adopted by the European Union.
In our opinion the financial statements:
• give a true and fair view of the state of the group’s affairs as at 31 December 2021 and of the it’s profit for the year then ended;
• have been properly prepared in accordance with International Accounting Standards.
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 and the parent company 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 public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 reviews of expected cash flows for a period of 12 months, to determine expected cash outgoings, which was compared to the liquid assets held in the entity.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which they operate.
The Group financial statements are a consolidation of fourteen reporting units, comprising the Group’s operating businesses and holding companies.
Of the 14 entities, we identified two which were considered to be significant components for the purposes of the Group financial statements, and which, in our view, required a full audit of their complete financial information in order to ensure that sufficient appropriate audit evidence was obtained.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. 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. This is not a complete
list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Sale of subsidiaries: The consolidation and gain on disposal calculations were reviewed for arithmetical accuracy and agreed to key supporting documentation to provide assurance that the disposals were treated appropriately.
Sale of id4 A.G. and Apeiron Holdings A.G.
In December 2021 the Group disposed of subsidiaries Apeiron Holdings A.G. and id4 A.G.
The disposal resulted in a gain on disposal recognised of £2,465,188.
Results of the entities were consolidated up until the point of sale and net assets derecognised on the sale date.
Carrying value of associate We considered whether the investment constituted an associate under the criteria in IAS 28.
The sale of id4 AG to Anemoi International Limited (“Anemoi) was in return for consideration of shares in Anemoi issued to the parent company and its subsidiary, Apeiron BVI totalling 36.92% of the share capital of Anemoi. The fair value of the associate calculations were checked for arithmetical accuracy and agreed to key supporting documentation to provide assurance that the transaction was treated correctly.
The carrying value of this investment in associate was £2,325,457 (2020: £nil) as at 31 December 2021.
Shares of losses in associate have been recognised since the transaction took place in December 2021.
Capitalisation of development costs We considered whether the costs met the criteria under IAS38 for capitalisation.
During the year the Group capitalised development costs of £372,071 (2020: £510,974), in connection with the development of Autonomous Nodes by the subsidiary Autonomous Robotics Limited and software development within subsidiary Id4 AG prior to sale. A sample of costs were vouched, and where allocated on a percentage basis, the policy was assessed for reasonableness.
Management have considered all criteria for capitalisation to have been met.
Valuation of loans and portfolio holdings We have obtained third party confirmation of the loan balances to ensure the accuracy of the balances recorded in the accounts.
At 31 December 2021, the group had loans and portfolio holdings with a total value at the year end of £5,705,273. We have recalculated expected accrued interest to ensure arithmetically accurate.
Included in this is a convertible loan note issued to Tappit Technologies (UK) Limited held at fair value, which had a fair value at 31 December 2021 of £4,107,513. We have reviewed the methods adopted by the directors to value the investment and considered whether they are reasonable. Additionally, we have verified the accuracy of any data used and performed a recalculation of the model to ensure mathematical accuracy.
There is a risk this loan may be not be correctly measured at its fair value and further fair value adjustments required. We have verified that any fair value gains or losses have been recognised in accordance with IFRS 9.
We have ensured that disclosures of the key judgements and assumptions, and methodology of revaluation have been appropriately disclosed.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Overall materiality £129,000 (2020: £99,000)
How we determined it 5% of adjusted profit before tax.
Rationale for benchmark We believe that profit before tax is the primary measure used
applied by the shareholders in assessing the performance of the Group
and is a generally accepted auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £1,000 and £129,000.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £6,450 as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement [set out on page 13], 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 the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
• the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company.
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 1 were indicative of potential bias;
• investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims;
• Obtaining confirmation of compliance from the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
We were reappointed by the board of directors on 16 January 2019 to audit the financial statements for the period ending 31 December 2018. Our total uninterrupted period of engagement is 4 years, covering the periods ending 31 December 2018 to 31 December 2021.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.
Use of this 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.
Sanjay Parmar
Senior Statutory Auditor
Jeffreys Henry LLP
Chartered Accountants
Finsgate
5-7 Cranwood Street
London EC1V 9EE
9 June 2022
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2021
2021 2020
Note GBP GBP
Continuing Operations
Revenue 3 138,656 41,631
Cost of sales (55,125) 671
Gross profit / (loss) 83,531 42,302
Administrative expenses excluding exceptional costs (1,406,048) (2,333,694)
Exceptional administration costs 4 - (57,840)
Total administrative expenses (1,406,048) (2,391,534)
Operating loss before depreciation (1,322,517) (2,349,232)
Depreciation and Amortisation 10&11 (101,462) (35,605)
Operating loss (1,423,979) (2,384,837)
Net financial income/(expense) 6 (355,204) 2,676,778
Other gains/(losses) (22,380) 864,811
Share of losses of associated entities (9,156) -
Profit/(loss) before taxation (1,810,719) 1,156,752
Taxation 8 132,240 81,467
Profit/(loss) for the year from continuing operations (1,678,479) 1,238,219
Discontinued Operations
Profit/(loss) for the year from discontinued operations 7 (305,509) (647,175)
Gain on disposal of subsidiary 7 2,440,728 90,849
Profit/(loss) for the year 456,740 681,893
Attributable to:
Equity shareholders of the parent 456,740 570,721
Non-controlling interest - 111,171
456,740 681,892
Earnings per share - GBP (using weighted average number of shares)
Basic and Diluted - Continuing Operations 0.10 0.09
Basic and Diluted - Discontinued Operations (0.04) (0.04)
Basic and Diluted 9 0.06 0.05
The notes on pages 27 to 46 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2021
2021 2020
GBP GBP
Profit for the financial year 456,740 681,892
Other comprehensive income:
Exchange differences on re-translating foreign operations 134,698 (474,626)
Total comprehensive income 591,438 207,266
Attributable to:
Equity shareholders of the parent 591,438 96,095
Non-Controlling interest - 111,171
Total Comprehensive income 591,438 207,266
The notes on pages 27 to 46 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2021
2021 2020
Note GBP GBP
Assets
Non-current assets
Goodwill 10 - 149,992
Intangible assets 10 907,531 695,098
Property, plant and equipment 11 1,661,081 306,730
Available for sale financial assets 12 1,187,346 1,417,003
Loans 13 5,705,273 5,572,626
Investments in associated entities 22 2,325,457 -
Total non-current assets 11,786,688 8,141,449
Current assets
Trade and other receivables 14 809,607 498,530
Cash and cash equivalents 5,398,208 7,116,110
Total current assets 6,207,815 7,614,640
Liabilities
Current liabilities
Trade and other payables 15 1,113,289 765,419
Borrowings 16 4,475,560 3,448,590
Total current liabilities 5,588,849 4,214,009
Net current assets 618,966 3,400,631
Non-current liabilities
Long term debt 16 1,252,335 28,816
Total non-current liabilities 1,252,335 28,816
Net assets 11,153,319 11,513,264
Shareholders’ Equity
Share capital 19 128,977 128,977
Share premium 21,717,786 21,717,786
Treasury shares 19 (8,558,935) (8,558,935)
Other reserves (1,696,320) 78,716
Non-Controlling Interest - (122,298)
Foreign exchange reserve 3,836,171 3,697,697
Retained earnings (4,274,360) (5,428,679)
Total shareholders' equity 11,153,319 11,513,264
Total equity 11,153,319 11,513,264
The notes on pages 27 to 46 form an integral part of this consolidated financial information
These financial statements were approved and authorised by the board on 9 June 2022.
Signed on behalf of the board by:
C. Duncan Soukup Chairman
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2021
Notes 2021 2020
GBP GBP
Profit/(Loss) before income tax from:
Continuing operations (1,435,978) (2,384,843)
Discontinued operations (285,509) (549,558)
Profit/(Loss) before income tax including discountinued operations (1,721,487) (2,934,401)
Adjustments for:
Impairment losses on goodwill 149,992 -
(Increase)/decrease in trade and other receivables (311,077) 550,655
(Decrease)/increase in trade and other payables 347,870 (487,960)
Loss/(gain) on disposal of PPE - -
Gain/(loss) on disposal of AFS investments 117,541 1,397,459
Net exchange differences (93,995) 877,877
Depreciation 11 210,401 337,628
Share of losses of associate/gain on disposal (9,156) (473,619)
Fair value movement on AFS financial assets (704,554) 947,733
Cash generated by operations (2,014,465) 215,372
Taxation 132,240 80,081
Net cash flow from operating activities (1,882,225) 295,453
Sale/(purchase) of property, plant and equipment (1,564,752) (286,447)
Sale/(purchase) of intangible assets (212,433) (568,007)
Sale/(purchase) of investment property - 2,729,329
Net (purchase)/sale of AFS financial assets 97,010 (1,910,769)
Investments in subsidiaries (815,428) (5,971,421)
Proceeds from disposal of Alina Holdings PLC - 89,304
Net cash flow in investing activities (2,495,603) (5,918,011)
Cash flows from financing activities
Purchase of treasury shares - (1,995,622)
Leasing Liabilities - (308,883)
Proceeds from borrowings 354,229 156,014
Repayment of borrowings 2,167,225 (2,209,397)
Net cash flow from financing activities 2,521,454 (4,357,888)
Net increase in cash and cash equivalents (1,856,374) (9,980,446)
Cash and cash equivalents at the start of the year 7,116,110 18,353,767
Effects of exchange rate changes on cash and cash equivalents 138,472 (1,257,211)
Cash and cash equivalents at the end of the year 5,398,208 7,116,110
The notes on pages 27 to 46 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2021
Attributable to owners of the Company
Non- Total
Share Share Treasury Other Foreign Retained controlling Shareholders
Exchange
Capital Premium Shares Reserves Reserve Earnings Total Interest Equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP
Balance as
at 163,523 28,093,398 (6,563,313) 325,398 3,926,880 (6,110,435) 19,835,451 465,777 20,301,228
31 December
2019
Redemption of (34,546) (6,375,612) - - - - (6,410,158) - (6,410,158)
Capital
Purchase of
treasury - - (1,995,622) - - - (1,995,622) - (1,995,622)
shares
Disposal of
subsidiary - - - - - 110,508 110,508 (699,958) (589,450)
with NCI
Total
comprehensive - - - (246,682) (229,183) 571,248 95,383 111,883 207,266
income
Balance as
at 128,977 21,717,786 (8,558,935) 78,716 3,697,697 (5,428,679) 11,635,562 (122,298) 11,513,264
31 December
2020
Disposal of
subsidiary - - - (1,775,036) - 697,579 (1,077,457) 122,298 (955,159)
with NCI
(note 7)
Exchange on
conversion to - - - 3,776 - 3,776 - 3,776
GBP *
Total
comprehensive - - - - 134,698 456,740 591,438 - 591,438
income
Balance as
at 128,977 21,717,786 (8,558,935) (1,696,320) 3,836,171 (4,274,360) 11,153,319 - 11,153,319
31 December
2021
*Upon conversion to GBP, the variance between opening and closing rate for the reserves was taken to the Foreign Exchange Reserve
The notes on pages 27 to 46 form an integral part of this consolidated financial information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2021
1. GENERAL INFORMATION
Thalassa Holdings Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated andregistered in the BVI on 26 September 2007. The Company is a holding company with various interests across a number of industries.
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 is a BVI registered business and is a wholly owned by Thalassa. Until the 17^th December 2021, it owned 84% of Apeiron AG which is a company registered in Switzerland. Apeiron AG was merged with id4 AG during the period and the resulting company (named id4 AG) was sold to Anemoi International Limited on the 17^th December 2021.
Aperion Holdings is the 100% shareholder of Alfalfa AG, a company registered in Switzerland.
WGP Geosolutions Limited is a wholly owned subsidiary of Thalassa which has an additional subsidiary, WGP Group AT GmbH, both currently non-operational.
2. ACCOUNTING POLICIES
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards.
The financial statements are expressed in GBP from 2021 and the comparatives have been restated. Historically the financial statements have been expressed in US dollars being the functional currency of the company and its subsidiaries other than DOAExploration Ltd, and Autonomous Robotics Limited which have a functional currency of pound sterling, WGP Group AT GmbH, WGP Geosolutions Ltd and Anemoi SA of Euro and Apeiron AG and id4 of Swiss francs.
The change to presenting in GBP is due to the lack of USD as a functional currency in either Thalassa or its subsidiaries
The following exchange rates were used in the translation of the accounts: -
Year end GBPUSD exchange rate as at 31 Dec 2021: 1.350 (2020:1.365).
Average GBPUSD exchange rate as at 31 Dec 2021: 1.357 (2020:1.344).
Year end GBPEUR exchange rate as at 31 Dec 2021: 1.189 (2020:1.117).
Average GBPEUR exchange rate as at 31 Dec 2021: 1.154 (2020:1.149).
Year end GBPCHF exchange rate as at 31 Dec 2021: 1.234 (2020:1.208).
Average GBPCHF exchange rate as at 31 Dec 2021: 1.221 (2020:1.246).
The principal accounting policies are summarised below. They have been applied consistently throughout the period covered by these financial statements.
2.1 FUNCTIONAL CURRENCY
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. 2 Monetary assets and liabilities denominated in foreign currencies are retranslated into the presentational currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the statement of comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated subsequent to initial
recognition.
2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group has changed to UK Adopted International Accounting Standards for the year ended 31 December 2021 from InternationalFinancial Reporting Standards (IFRSs) as adopted by the European Union for the year eded 31 December 2020.
Standards 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 will be incorporated in the preparation of
the Group Financial Statements from the effective dates noted below.
The new standards include:
IFRS16 Leases (amendments) 1 & 2
IAS 39 Financial instruments recognition and measurement 1
IFRS 9 Financial instruments (amendments) 1
IFRS 7 Financial instruments disclosures (amendments) 1
IFRS 4 Insurance contracts 1
IFRS 3 Business combinations 2
IAS 37 Provisions, contingent liabilities and contingent assets 2
IFRS 17 Insurance contracts 2
IAS 1 Presentation of financial statements 3
IAS 8 Accounting policies, changes in accounting estimates and errors 3
1 Effective for annual periods beginning on or after 1 January 2021
2 Effective for annual periods beginning on or after 1 January 2022
3 Effective for annual periods beginning on or after 1 January 2023
2.3 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (itssubsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as toobtain benefits from its activities.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of incomefrom the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income ofsubsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non- controllinginterests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with thoseused by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
2.4 JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the Directors to make judgements, estimates andassumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates andassociated assumptions are based on historical experience and various other factors that are believed to be reasonable under thecircumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are notreadily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in theperiod in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revisionaffects both current and future periods.
The key judgement areas relate to the carrying value of provisions for loans receivable. Plant and Equipment is reviewed annually for indication of impairment.. Intellectual property is amortised and also reviewed annually for indication of impairment. Loans receivable are reviewed for potential recovery and impairments included where necessary. Capitalised research and development costs are reviewed annually for indication if impairment.
Judgement is also made in respect of the accounting treatment of the THAL Discretionary Trust. Management’s assessment is based onvarious indicators including activities, decision-making, benefits and risks of the Trust. Based on this assessment, managementconsider that the THAL Discretionary Trust should not be consolidated.
2.5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less depreciation and any provision for impairment. Cost includes the purchase price,including import duties, non-refundable purchase taxes and directly attributable costs incurred in bringing the asset to the location andcondition necessary for it to be capable of operating in the manner intended. Cost also includes capitalised interest on borrowings, appliedonly during the period of construction.
Fixed assets are depreciated on a straight line basis between 3 and 15 years from the point at which the asset is put into use.
2.6 INTANGIBLE ASSETS
GOODWILL
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2.16)less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash- generatingunits) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indicationthat the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment lossis allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based onthe carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidatedstatement of income. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss ondisposal.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. Such intangible assets are carried at cost less amortisation. Amortisation is charged to ‘Administrative expenses’ in the Statement of Comprehensive Income on a straight-line basis over the intangible assets’ useful economic life. The amortisation is based on a straight-line method typically over a period of 1-10 years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs are capitalised as an intangible asset only if the following conditions are met:
• an asset is created that can be identified;
• it is probable that the asset created will generate future economic benefit;
• the development cost of the asset can be measured reliably;
• it meets the Group’s criteria for technical and commercial feasibility; and
• sufficient resources are available to meet the development costs to either sell or use as an asset.
OTHER INTANGIBLE ASSETS
Other intangible assets, including patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses
2.7 IMPAIRMENT OF ASSETS
An assessment is made at each reporting date of whether there is any indication of impairment of any asset, or whether there is anyindication that an impairment loss previously recognised for an asset in a prior period may no longer exist or may have decreased. If anysuch indication exists, the asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated as the higher of theasset’s value in use or its net selling price.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged tothe statement of income in the period in which it arises. A previously recognised impairment loss is reversed only if there has been achange in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carryingamount that would have been determined (net of any depreciation / amortisation), had no impairment loss been recognised for the asset in aprior period. A reversal of an impairment loss is credited to the statement of income in the period in which it arises.
2.8 INVESTMENTS
Available for sale investments are initially measured at cost, including transaction costs. Gains and losses arising from changes in fairvalue of available for sale investments are recognised at fair value through profit or loss.
The convertible loan notes held until December were revalued on a discounted cashflow basis at a market rate of 10%. The final value of the convertible element had been calculated using the Black-Sholes model to provide a fair value adjustment through the income statement. Since the year end they have been converted into 334,956 shares of $1 each.
2.9 REVENUE
Revenue is measured at the fair value of the consideration received or receivable.
In respect of contracts which are long term in nature and contracts for ongoing services, revenue, restricted to the amounts of costs thatcan be recovered, is recognised according to the value of work performed in the period. Revenue in respect of such contracts is calculated onthe basis of time spent on the project and estimated work to completion.
Where the outcome of contracts which are long term in nature and contracts for ongoing services cannot be estimated reliably, revenue isrecognised only to the extent of the costs recognised that are recoverable.
Where payments are received in advance in excess of revenue recognised in the period, this is reflected as a liability on the statement offinancial position as deferred revenue.
Rental income from investment properties leased out under operating leases is recognised net of VAT, returns, rebates and discounts in the Income Statement on a straight-line basis over the term of the lease. The directors consider this is in line with when the Company’s performance obligations are satisfied. Standard payments terms are that services are paid in advance. When the Group provides lease incentives to its tenants the cost of incentives are recognised over the lease term, on a straight-line basis, as a reduction to income.
2.10 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 AutonomousRobotics Ltd are incorporated in the UK and are therefore subject to UK tax regulations. Apeiron AG and id4 AG are incorporated in Switzerland in the canton of Lucern 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 ontax rates and laws that are enacted or substantively enacted by the reporting date. Tax is charged or credited directly to equity if it relates toitems 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 moretax, 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 beavailable against which those deductible temporary differences can be utilised. Deferred tax is not provided when the amountsinvolved are not significant.
2.11 FOREIGN CURRENCY
Transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rate of exchange prevailingon the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies areretranslated at the rates prevailing on the financial reporting date. Exchange differences arising are included in the statement of incomefor the period.
DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and have a functional currency of GBP. Exchangedifferences on the retranslation of operations denominated in foreign currencies are included in Other Comprehensive Income.
Year end GBPUSD exchange rate as at 31 Dec 2021: 1.350 (2020:1.365).
Average GBPUSD exchange rate as at 31 Dec 2021: 1.357 (2020:1.344).
Year end GBPEUR exchange rate as at 31 Dec 2021: 1.189 (2020:1.117).
Average GBPEUR exchange rate as at 31 Dec 2021: 1.154 (2020:1.149).
Year end GBPCHF exchange rate as at 31 Dec 2021: 1.234 (2020:1.208).
Average GBPCHF exchange rate as at 31 Dec 2021: 1.221 (2020:1.246).
2.12 BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of thoseassets until such a time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised inprofit and loss in the period incurred.
2.13 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group’s statement of financial position when the Group becomes party to thecontractual provisions of the instrument.
Loans and receivables are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest, and are reduced by appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised in the statement ofincome.
Available for sale financial assets comprise investments which do have a fixed maturity and are classified as non current assets if they are intended to be held for the medium to long term. They are measured at fair value through profit or loss.
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost less appropriate provisionsfor estimated irrecoverable amounts. Such provisions are recognised in the statement of income.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments withmaturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an insignificant riskof changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
Share Capital – Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options areshown in equity as a deduction, net of taxation, from the proceeds.
Treasury shares – Where any Group company purchases the Company’s equity share capital, the consideration paid, including anydirectly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until theshares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costsand the related income tax effects, is included in equity attributable to the Company’s equity holders.
Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair value. Thisclassification uses the following three-level hierarchy:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) orindirectly (i.e., derived from prices);
Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Borrowings are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest.
2.14 BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination ismeasured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group,liabilities incurred by the Group to any former owners and the equity interests issued by the Group in exchange for control. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests and the fairvalue of the acquirer’s previously held equity interest (if any) over the net of the acquisition- date amounts of the identifiable assets acquiredand the liabilities assumed.
2.15 GOING CONCERN
The financial statements have been prepared on the going concern basis as management consider that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business. The Group has fully assessed its financial commitments and at the year end had net cash reserves of £1.0m plus a further £3.5m of available for sale investments. Whilst the on-going impact of COVID-19 is still affecting global markets alongside the Ukraine War, management is fully confident that it will be able to mitigate any potential downside.
In arriving at this conclusion management have prepared cash flow forecasts considering operating cash flows and capital expenditure requirements over the Group, as well as available working capital.
2.16 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.
3. SEGMENT INFORMATION
During the year the Group had two operating segments, continuing operations comprised of rental income through the Aperion Group and discontinued operations being the supply of software services from the same Group.
As per the notes the segment relating to software services was discontinued through divestment from the group on 17 December 2021.
Information related to each reportable segment is set out below.
Sale of Rental
Total Services Income
GBP GBP GBP
Revenue 56,233 28,000 28,233
Other non-reportable Total Software -
Rental Income segments Continuing discontinued Total
Operations operations
GBP GBP GBP GBP GBP
Segment income statement
Revenue 28,233 110,423 138,656 28,000 166,656
Expenses (9,852) 602,667 592,815 (318,827) 273,988
Depreciation (87,509) (13,953) (101,462) (14,280) (115,742)
Profit/loss before tax (69,128) 699,137 630,009 (305,107) 324,902
Attributable income tax expense - 132,240 132,240 (402) 131,838
Profit/loss for the period (69,128) 831,377 762,249 (305,509) 456,740
Other non-reportable Total Software -
Rental Income segments Continuing discontinued Total
Operations operations
GBP GBP GBP GBP GBP
Segment statement of financial
position
Non-current assets 1,357,726 1,210,886 2,568,612 - 2,568,612
Current assets 371,928 14,913,043 15,284,971 - 15,284,971
Assets 1,729,654 16,123,929 17,853,583 - 17,853,583
Current liabilities 504,568 4,943,361 5,447,929 - 5,447,929
Non-current liabilities 1,232,886 19,449 1,252,335 - 1,252,335
Liabilities 1,737,454 4,962,810 6,700,264 - 6,700,264
Net assets (7,800) 11,161,119 11,153,319 - 11,153,319
Shareholders' equity (7,800) 11,161,119 11,153,319 - 11,153,319
Total equity (7,800) 11,161,119 11,153,319 - 11,153,319
4. EXCEPTIONAL COSTS
2021 2020
GBP GBP
Exceptional costs
Divestment related costs - 57,840
Total Exceptional costs - 57,840
The costs related to the sale of id4 AG to Anemoi International Limited were borne by Anemoi International Ltd.
5. EMPLOYEES
The average number of employees (excluding the Directors) employed by the Group was:-
2021 2020
Sales - -
Development 4 3
Admin 5 5
9 8
6. NET FINANCIAL EXPENSE
2021 2020
GBP GBP
Loan interest receivable 351,714 135,727
Loan interest payable (41,263) (54,341)
Bank interest receivable 1,515 22,540
Bank interest payable (3,852) (43,021)
Lease liability (29,150) (1,041)
Gains/(Losses) on investments (540,173) 1,588,861
Foreign currency gains/(losses) (93,995) 1,028,053
(355,204) 2,676,778
7. DISCONTINUED OPERATIONS
2021 2020
GBP GBP
Analysis of profit for the year from discontinued operations
Revenue 28,000 42,050
Expenses (333,509) (459,248)
Profit before income tax (305,509) (417,198)
Income tax expense - (812)
Profit after income tax of discontinued operations (305,509) (418,010)
Gain on sale of the subsidiary after income tax 2,440,728 -
Profit from discontinued operation 2,135,219 (418,010)
Net cash inflow from operating activities 8,519 (821,000)
Net cash outflow from investing activities (418,246) (340,104)
Net cash inflow from financing activities 344,799 1,059,234
Net cash outflow in subsidiary (64,928) (101,870)
Details of the sale of the subsidiary
Consideration received
Shares in Anemoi International 2,240,000 -
Carrying amount of assets sold 200,728 -
Gain on sale 2,440,728 -
On the 17^th December 2021, Apeiron Holdings BVI, a 100% owned subsidiary of Thalassa, successfully completed the sale of its subsidiary id4 AG to Anemoi International Ltd. Consideration consisted of shares in Anemoi International Ltd to the value of £2.24m.
Prior to the disposal of the associate, the loan outstanding from Thalassa and Apeiron BVI was converted to a capital contribution under Swiss and BVI law, this loan was used to finance the losses bought forward in id4 AG of £697,597 and therefore they have been offset resulting in a decrease in capital of £1,077,457 before the removal of non-controlling interest.
8. INCOME TAX EXPENSE
2021 2020
GBP GBP
Current tax from continuing operations (132,240) 81,467
Current tax from discontinued operations - -
Total Tax (132,240) 81,467
GBP GBP
Profit/(loss) before tax from continuing operations (1,678,479) 1,238,218
Tax at applicable rates (318,911) 235,262
Losses carried forward 318,911 (235,262)
R&D Tax Credits relating to current year (132,240) (84,031)
Overseas tax - 2,564
Total Tax on continuing operations (132,240) (81,467)
GBP GBP
Profit before tax from discontinued operations (305,509) (647,175)
Tax at applicable rates - -
Total Tax on discontinued operations - -
The applicable tax rates in relation to the Group’s profits are BVI 0%, UK 19% and Swiss 12.3% (2020: 0%,19% and 12.3%).
Autonomous Robotics Ltd has unprovided trading losses carried forward of approximately £4.4m available for utilisation against future trading profits.
9. EARNINGS PER SHARE
2021 2020
GBP GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of
shares:
Profit/(loss) for the year from continuing operations 762,249 1,238,219
Profit/(loss) for the year from discontinued operations (305,509) (556,326)
Profit for the year 456,740 681,893
Weighted average number of shares of the Company 7,945,838 14,139,629
Earnings per share:
Basic and Diluted (GBP) from continuing operations 0.10 0.09
Basic and Diluted (GBP) from discontinued operations (0.04) (0.04)
Basic and Diluted (GBP) 0.06 0.05
Number of shares outstanding at the period end:
Number of shares in issue 7,945,838 16,242,283
Recording error - 106
Treasury shares - (3,581,282)
Capital Redemption - (4,715,269)
Basic number of shares in issue 7,945,838 7,945,838
10. INTANGIBLE ASSETS AND GOODWILL
Development
costs Patents Software Sub-total Goodwill Total
GBP GBP GBP GBP GBP GBP
At 31 December 2019
Cost 103,056 28,457 - 131,513 274,381 405,894
Accumulated Impairment - - - - (119,170) (119,170)
Net book amount 103,056 28,457 - 131,513 155,211 286,724
Full-year ended 31 December 2020
Opening net book amount 103,056 28,457 - 131,513 155,211 286,724
Additions 510,974 52,557 - 563,531 - 563,531
Revaluation of c'fwd amount 42 12 - 54 (5,219) (5,165)
Closing net book amount 614,072 81,026 - 695,098 149,992 845,090
At 31 December 2020
Cost 614,072 81,026 - 695,098 265,154 960,252
Accumulated Impairment - - - - (115,162) (115,162)
Net book amount 614,072 81,026 - 695,098 149,992 845,090
Full-year ended 31 December 2021
Opening net book amount 614,072 81,026 - 695,098 149,992 845,090
Additions 372,071 45,356 22,550 439,976 - 439,976
Revaluation of c'fwd amount - - - - -
Disposal of subsidiaries (223,785) - (223,785) (147,384) (371,169)
Amortisation charge - - (3,758) (3,758) (2,608) (6,366)
Closing net book amount 762,358 126,382 18,792 907,531 - 907,531
At 31 December 2021
Cost 762,358 126,382 22,550 911,289 - 911,289
Accumulated Amortisation - - (3,758) (3,758) - (3,758)
Net book amount 762,358 126,382 18,792 907,531 - 907,531
The intangible assets held by the group increased as a result of capitalising the development costs and patent fees of Autonomous Robotics Ltd, alongside the introduction and build of a new finance system in Thalassa Holdings Ltd. Goodwill related to the acquisition of iD4 Ltd in December 2019 and alongside the development costs of id4 were removed upon disposal of the subsidiary in December 2021.
11. PROPERTY, PLANT AND EQUIPMENT
Plant
Land and and Motor
Total buildings Equipment Vehicles
Cost GBP GBP GBP GBP
Cost at 1 January 2020 294,055 55,534 125,670 112,851
FX movement (6,046) 22 (2,273) (3,795)
288,009 55,556 123,397 109,056
Adjustment on transition to IFRS16 - - - -
Additions 286,501 - 14,296 272,205
Cost at 31 December 2020 574,510 55,556 137,693 381,261
Depreciation
Depreciation at 1 January 236,848 9,256 114,741 112,851
FX movement (6,237) 4 (2,446) (3,795)
230,611 9,260 112,295 109,056
Charge for the year on continuing operations 34,999 8,706 4,964 21,329
Reclassification 2,170 553 262 1,355
Depreciation at 31 December 2020 267,780 18,519 117,521 131,740
Closing net book value at 31 December 2020 306,730 37,037 20,172 249,521
Cost at 1 January 2021 574,510 55,556 137,693 381,261
FX movement 1,713 - 487 1,226
576,223 55,556 138,180 382,487
Adjustment on transition to IFRS16 - - - -
Additions 1,460,666 1,357,726 708 102,232
Disposal of Subsidiary (19,312) - (19,312) -
Cost at 31 December 2021 2,017,577 1,413,282 119,576 484,719
Depreciation
Depreciation at 1 January 267,781 18,519 117,522 131,740
FX movement 2,215 - 989 1,226
269,996 18,519 118,511 132,966
Charge for the year on continuing operations 95,116 9,392 3,940 81,784
Foreign exchange effect on year end translation (137) (135) 952 (954)
Disposal of Subsidiary (8,479) - (8,479) -
Depreciation at 31 December 2021 356,496 27,776 114,924 213,796
Closing net book value at 31 December 2021 1,661,081 1,385,506 4,652 270,923
As outlined in note 2.7, an assessment is made at each financial reporting date as to whether there is any indication of impairment of any asset. An impairment review of the Group’s equipment has been undertaken, taking into account obsolescence, market conditions, value in use and useful economic life. As a result there has been no impairment charge in 2021 (2020: $nil).
12. INVESTMENTS – AVAILABLE FOR SALE FINANCIAL ASSETS
The Group classifies the following financial assets at fair value through profit or loss (FVPL):-
AFS investments have been valued incorporating Level 1 inputs in accordance with IFRS7.
Equity investments that are held for trading.
2021 2020
GBP GBP
Available for sale investments
At the beginning of the period 1,417,003 3,517,803
Additions 3,445,080 21,234,657
Unrealised gain/(losses) (518,523) 157,488
Disposals (3,172,142) (23,492,945)
Forex on opening balance 15,928 -
At 31 December 1,187,346 1,417,003
13. LOANS AND PORTFOLIO HOLDINGS
2021 2020
GBP GBP
Loans at 1 January 1,279,849 1,285,293
Accrued interest 39,365 37,779
Forex on opening balance 14,385 (43,223)
Loans at 31 December 1,333,599 1,279,849
Portfolio Holdings at 1 January 4,292,777 -
Issued 255,607 7,810,868
Interest 293,767 66,118
Repaid (475,861) (4,790,611)
Forex 5,384 424,068
Fair Value Adjustment - 782,334
Portfolio holdings at 31 December 4,371,674 4,292,777
Total of loans and holdings 5,705,273 5,572,626
The Loan is to the THAL Discretionary Trust, interest is payable at 3% per annum (reviewed periodically).
The THAL Discretionary Trust is a trust, independent of Thalassa, established for the benefit of individuals or parties to whom the Trustees wish to make awards at their discretion.
In September 2020 a loan was issued to Tappit Technologies (UK) Ltd for £3m, security is in the form of a convertible loan note and incurs a non-compounding interest charge of 8% with a maturity date 36 months post agreement date. For the period in question, interest of £294k (2020: £43k) was accrued. Upon the earlier of maturity or earlier upon certain qualifying events the outstanding balance plus accrued interest will convert at a discounted rate of 20% from the lowest price paid by qualifying finance for the most senior ranked shares. The Tappit Technologies (UK) Ltd loan notes have been were revalued in 2020 at fair value using a discounted cash flow
method at the market rate of 10% on final value. The discount element of the final conversion has been valued using the Black-Scholes method to provide the fair value adjustment noted in the table above. A fair value exercise was undertaken for 2021 under the same method with no adjustment necessary due to there being no new shares or financing.
Upon formation of Anemoi International Ltd, a 10% fixed rate cumulative convertible loan note was issued for $350k, as per the terms of the agreement the notes were converted to preference shares during the period but prior to the sale of id4 to Anemoi International Ltd on 17 December 2021 – see note 22.
During the period the warrants held by Thalassa for Anemoi International Ltd, were transferred to the Anemoi Discretionary Trust in exchange for a debt of $345,000. The debt is repayable on the exercising of the warrants by the beneficiaries of the Trust.
14. TRADE AND OTHER RECEIVABLES
2021 2020
GBP GBP
Trade receivables 123,344 47,640
Trade receivables 123,344 47,640
Other receivables 49,608 246,887
Corporation tax 128,893 87,057
Prepayments 507,762 116,946
Total trade and other receivables 809,607 498,530
The Directors consider that the carrying value of trade and other receivables approximate to their fair value.
15. TRADE AND OTHER PAYABLES
2021 2020
GBP GBP
Trade payables 666,526 369,535
Other payables 279,254 47,466
Accruals 167,509 348,418
Total trade and other payables 1,113,289 765,419
16. BORROWINGS
2021 2020
Non-current liabilities GBP GBP
Credit facility - -
Lease liabilities 1,252,335 28,816
1,252,335 28,816
2021 2020
Current liabilities GBP GBP
Credit facility 4,324,649 3,439,454
Lease liabilities 150,911 9,136
4,475,560 3,448,590
In December 2020 the group entered into a fixed-term advance GBP currency denominated
credit facility.
The total available amount under the facility is GBP£10.3m of which £4.4m was drawn
down as at 21 December 2021 (2020:£3.4m). The facility carries an interest rate of
0.7547%
17. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets mandatorily measured at FVPL include the following:-
2021 2020
GBP GBP
Non current assets
Available for sale financial assets 1,187,346 1,417,003
Investments in associated entities 2,325,457 -
Portfolio Holdings 4,371,674 4,292,777
At 31 December 7,884,477 5,709,780
2021 2020
Amounts recognised in profit or loss:- GBP GBP
Available for sale financial assets (502,595) 1,642,130
Investments in associated entities (213,100) -
Portfolio Holdings 181,563 850,099
(534,132) 2,492,229
18. LEASES AS LESSEE
Thalassa’s subsidiary, Autonomous Robotics Ltd, entered into a lease for the rent of the top floor of Eastleigh Court near Warminster in January 2018 for £10,000 per annum. However, the rent is being accrued and will only become payable upon successful completion of the fund raising exercise.
Previously, this lease was classified as an operating lease under IAS 17.
Thalassa’s subsidiary id4 entered into a lease in January 2021, for the buildings surrounding and including Villa Kramerstein on the banks of Lake Lucerne in Switzerland. Prior to the sale of id4, the lease was transferred to another subsidiary of Thalassa, Alfalfa AG. Since the accounting date, some of the buildings have been sublet and therefore the income matches the expenditure.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 11)
Land and
buildings
GBP
Balance at 1 January 2020 61,040
Forex movement 2,150
Depreciation charge for the year (12,637)
Balance at 31 December 2020 50,553
Amounts recognised in profit or loss
2021 - Leases under IFRS 16 GBP
Interest on lease liabilities (38,150)
Expenses related to short-term leases (81,115)
Right of use asset (9,259)
(128,524)
19. SHARE CAPITAL
As at As at
31 Dec 2021 31 Dec 2020
GBP GBP
Authorised share capital:
100,000,000 ordinary shares of $0.01 each 1,000,000 1,000,000
Exchange Rate for Conversion 1.61674 1.61674
100,000,000 ordinary shares of $0.01 each in GBP 618,529 618,529
Allotted, issued and fully paid:
20,852,359 ordinary shares of $0.01 each 208,522 208,522
Average Exchange Rate for Conversion 1.61674 1.61674
20,852,359 ordinary shares of $0.01 each in GBP 128,977 128,977
Number of
Number Treasury Treasury
of shares shares shares GBP
Balance at 31 December 2019 16,242,283 9,325,239 6,184,015
Capital Redemption (4,715,269) - -
Recording error 106
Shares purchased (3,581,282) 3,581,282 2,374,920
Balance at 31 December 2020 7,945,838 12,906,521 8,558,935
Capital Redemption - - -
Recording error - - -
Shares purchased - - -
Balance at 31 December 2021 7,945,838 12,906,521 8,558,935
On 21 October 2020, the Company returned capital to shareholders by means of a mandatory pro-rata redemption of 33.65% of the ordinary shares (excluding shares held in treasury) equivalent to 4,715,269 Ordinary Shares in aggregate. The Return of Capital was made as a capital distribution in specie to Shareholders of shares which the Company held in Alina Holdings PLC (formally “The Local Shopping REIT plc”) and Anemoi International Limited.
The recording error by the registrar was noted on 17 December 2020 and corrected across the Company as at 15 January 2021. It was not considered a material difference and therefore a company announcement was not made.
Treasury shares represents the cost of the Company buying back its shares. There were 12,906,521 shares held in Treasury as at 31 December 2020 (2019: 9,325,239 shares) which comprised 61.9% of the total issued share capital (2019: 36.5%). In total 3,581,282 of its shares were purchased in 2020 (2019: 1,609,992 shares).
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 7,945,838 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.
20. CAPITAL MANAGEMENT
The Group’s capital comprises ordinary share capital, retained earnings and capital reserves. The Group’s objectives when managingcapital are to provide an optimum return to shareholders over the short to medium term through capital growth and income whilstensuring the protection of its assets by minimising risk. The Group seeks to achieve its objectives by having available sufficient cashresources to meet capital expenditure and ongoing commitments.
At 31 December 2020, the Group had capital of £11,153,319 (2020: £11,513,264). The Group does not have any externally imposedcapital requirements.
21. INVESTMENT IN SUBSIDIARIES
Details of the Company’s subsidiaries at the year end are as follows:
Effective
Share holding
Name of subsidiary Place of incorporation 2021 2020
DOA Alpha Ltd (formerlyWGP Group Ltd) British Virgin Islands 100% 100%
DOA Exploration Ltd (formerly WGP Exploration Ltd) United Kingdom 100% 100%
DOA Gamma Ltd (formerly WGP Professional Svces Ltd) British Virgin Islands 0% 100%
struck off 01/11/21
DOA Delta Ltd (formerly WGP Survey Ltd) British Virgin Islands 100% 100%
Apeiron Holdings (BVI) Ltd (formerly Autonomous British Virgin Islands 100% 100%
Holdings Ltd)
Autonomous Robotics Ltd United Kingdom 100% 100%
WGP Geosolutions Limited Cyprus 100% 100%
WGP Group AT GmbH Austria 100% 100%
Anemoi S.A. struck off 06/21 Luxembourg 0% 100%
LML Acquisition Co Plc - dissolved 24/08/21 United Kingdom 0% 99%
Apeiron Holdings A.G. Switzerland 0% 84%
id4 AG Switzerland 0% 84%
Alfalfa AG Switzerland 100% 0%
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards (“IFRS”)., through application of the appropriate standard the investments in subsidiaries are held at cost within the Group financial statements.
Due to the pre- or early stage revenue producing status, and therefore book value, of Autonomous Robotics Limited the directors of the Group feel that the IFRS cost basis does not represent a market value of the subsidiaries.
22. ASSOCIATED ENTITIES
On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd with consideration in the form of shares issued to Thalassa and its subsidiary Aperion BVI totalling 36.92% of the voting rights. 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.
Movement on interests in associates can therefore be summarised as follows:
2021 2020
GBP GBP
Fair value of investment at 17 December 2021 2,086,448 -
Share of losses for the 15 days attributable to the Group (9,156) -
Conversion of loan notes to preference shares 248,165 -
2,325,457 -
There are no other entities in which the Group holds 20% or more of the equity, or otherwise exercises significant influence over the affairs of the entity.
23. RELATED PARTY TRANSACTIONS
Under the consultancy and administrative services agreement entered into on 3 January 2011 with a company in which the Chairman has a beneficial interest, the Group was accrued £493,622 (2020: £506,725) for consultancy and administrative services provided to the Group. As at 31 December 2021, the amount owed to this company was £446,366 (2020: £168,489).
During the period Graham Cole, non-executive director, invoiced the Group £18,419 of which £6.3k was owed as at 31 December 2021 (2020: £15.4k).
During the period David Thomas, non-executive director, invoiced the Group £18,419 of which £18,419 was owed as at 31 December 2021 (2020: £29.3k).
24. FINANCIAL INSTRUMENTS
The Group’s financial instruments comprise cash and cash equivalents together with various items such as trade and other receivables andtrade payables etc, that arise directly from its operations. The fair value of the financial assets and liabilities approximates the carryingvalues disclosed in the financial statements.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign exchange risk, credit risk and liquidity risk.
INTEREST RATE RISK
The Group does not undertake any hedging against interest rate risk. The Group finances its operations from the cash balances on thecurrent and deposit accounts. The Group had total borrowings of £4.5m as at 31 December 2021 (2020: £3.4m).
Interest rate sensitivity
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s short-term credit facilities.
The impact of changes in interest rates on the cost is as follows:
For the year ended December 31, 2021 Change in interest rate cost
GBP '000
Interest rate translations of:
+10 basis points 4
-10 basis points (4)
+100 basis points 38
-100 basis points (38)
FOREIGN EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities from time to time to mitigate foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 2021 would have decreased the profit and net assets by £141,705 (2020: £79,251). A decrease of 5% would have had an equal and opposite impact. The majority of the Group’s balances are held in USD. As 31 December 2021 approximately 10% (2020: 10%) of amounts owing to suppliers are held in GBP, 17% in EUR (2020: 22%) and 21% in CHF (2020: 0%).
CREDIT RISK
Group credit risk is predominantly a matter of individual corporate risk. However, Group companies also operate in frontier andchallenging regions which has the potential to add risk and uncertainty both from an operational and financial point of view. Whenever andwherever 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 adverselyaffect our ability to perform operations or collect receivables from our clients. This risk is un-insurable and un-hedgeable.
LIQUIDITY RISK
The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability to match the profile of the Group’sexpenditure. All financial liabilities are generally payable within 30 days and do not attract any other contractual cash flows. Based oncurrent forecasts the Group has sufficient cash to meet future obligations.
25. SUBSEQUENT EVENTS
There were no subsequent events.
26. COPIES OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements are available on the Company’s website: 3 www.thalassaholdingsltd.com.
27. CONTROLLING PARTIES
There is no one controlling party.
DIRECTORS, SECRETARY AND ADVISERS
Directors C Duncan Soukup, Chairman
Graham Cole FCA, FCISI, Director
David M Thomas, Director
Kenneth Morgan, Director
Registered Office Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Broker WH Ireland Limited
24 Martin Lane London EC4R0DR
Solicitors to the Company Locke Lord (UK) LLP
(as to English Law) 201 Bishopsgate, London EC2M 3AB
Solicitors to the Company Conyers Dill & Pearman
(as to BVI Law) Romasco Place, Wickhams Cay 1 PO Box3140
Road Town, Tortola
British Virgin Islands VG1110
Auditors Jeffreys Henry LLP
Finsgate 5-7 Cranwood Street
London EC1V 9EE
Registrars Link Market Services 12 CastleStreet
St Helier Jersey JE2 3RT
Company websites 4 www.thalassaholdingsltd.com
www.autonomousroboticsltd.com
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ISIN: VGG878801114
Category Code: ACS
TIDM: THAL
LEI Code: 2138002739WFQPLBEQ42
OAM Categories: 1.1. Annual financial and audit reports
Sequence No.: 167348
EQS News ID: 1372143
End of Announcement EQS News Service
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