REG-Thalassa Holdings Ltd Thalassa Holdings Ltd: Final Results For Year Ended 31 December 2022
10/07/2023 11:00
============
Thalassa Holdings Ltd (THAL)
Thalassa Holdings Ltd: Final Results For Year Ended 31 December 2022
10-Jul-2023 / 10:46 GMT/BST
══════════════════════════════════════════════════════════════════════════════════════════════════════════
Thalassa Holdings Ltd
Thalassa Holdings Ltd
("Thalassa" or the "Company")
(Reuters: THAL.L, Bloomberg: THAL:LN)
Final Results For Year Ended 31 December 2022
The information set out below is extracted from the Company's Report and Accounts for the year ended 31
December 2022, which will be published today on the Company's website. A copy will also be submitted to
the National Storage Mechanism where it will be available for inspection. Cross-references in the
extracted information below refer to pages and sections in the Company's Report and Accounts for the year
ended 31 December 2022.
Group Results 2022 versus 2021 GBP GBP
• Profit /(Loss) after tax for the year (£1.45m) vs
£0.46m
• Group Earnings Per Share (basic and diluted)*1 (£0.18) vs £0.06
• Book value per share*2 £1.30 vs
£1.40
• Investment Holdings £8.4m vs
£9.2m
• Cash £0.6m
vs £5.4m
*1 based on weighted average number of shares in issue of 7,945,838 (2021: 7,945,838)
*2 based on actual number of shares in issue as at 31 December 2022 of 7,945,838 (2021: 7,945,838)
2022 HIGHLIGHTS
• £3m investment in Tappit written off.
• Chairman has agreed to contribute up to £3m from sale of personal property.
• Board still reviewing legal avenues to recover Tappit losses from Directors. Chairman had warned them
in writing that the policies they were following would lead to financial disaster.
• 2022 results benefitted from ~£471K contribution from realised hedging gains.
• 2021, Chairman waived consultancy; 2022, Chairman’s consultancy accrued, pending performance review.
CHAIRMAN’S STATEMENT
Results
2022 results were negatively impacted by the previously announced write off of the Company’s investment in
Tappit. As also previously announced, I take responsibility for the decision and have offered £3m from the
proceeds of the sale of property I own.
The Company was fortunately well hedged during 2022 and realised gains of ~£471,000, somewhat reducing the
Tappit loss.
Outlook - Weather Forecast
“Cloudy with a chance of Meatballs”
2023 got off to a flying start; investors parked their 2022 losses and piled straight back into equities,
notwithstanding the fastest increase in US interest rates on record.
I have updated the table below to reflect 2022 and YTD 2023 performance.
• NASDAQ 100 (NDX) registered
±39% gain thru 3 July 2023
± (33%) loss in 2022
± 27% gain in 2021
± 48% gain in 2020,
± 38% in 2019,
± (1%) loss in 2018,
± 32% in 2017,
± 6% in 2016,
±8% in 2015,
±18% in 2014,
±35% in 2013
± 17% in 2012
± 3% in 2011
± 19% in 2010
± 54% in 2009
± (42%) loss in 2008
The first half of 2023 saw the S&P 500, NASDAQ Composite (CCMP) and NASDAQ 100 (NDX) rally back into Bull
Market territory (> 20%), this time led by Tech stocks, the six largest of which now represent ~50% of the
NDX (weighted by mkt cap) and have accounted for most of the overall performance (± 80%) of this year’s
NDX performance. Major performance contributions came from NVDA + 188.3% (Trailing 12M P/E 204.91x), TSLA
+108.31% (Trailing 12M P/E 74.59x) and AMZN +53.96% (Trailing 12M P/E 139.42x)
I would refer to these stocks as
Buzz Lightyear Stocks “To infinity and Beyond,”
or …
Wile E. Coyote Stocks
CHAIRMAN’S STATEMENT CONTINUED
Ignore the Bond Market at your Peril
It is key to note is that the bond market is the tail that wags the stock market’s dog — it leads…and it
is screaming recession…again, as it did in 1990, 2000 and 2007. And with P/E ratios back in nose-bleed
territory a recession will only increase P/E multiples which will portend earnings declines and the
inevitable collapse in asset prices.
NASDAQ P/E (TTM) CAPE*1 Ratio
23.06.23 30.92 30.35
12.31.22 23.72 34.20
12.31.21 39.00 59.53
12.31.20 39.46 55.33
12.31.19 27.29 41.65
12.31.18 20.34 35.19
*1 Cape Ratio: the Cyclically Adjusted P/E ratio otherwise known as the Schiller CAPE ratio.
Whilst the market may currently look cheap, I would point out that in 2020, interest rates were hovering
around 0%; today, short term Treasuries are yielding in excess of 5% and the Inverted Yield Curve is
screaming recession.
For distracted readers, Jeremy Grantham provides the following summary of “bubble rules.” Sigma is how GMO
measures deviation from the mean.
1. All 2-sigma equity bubbles in developed equity markets have burst — all the way back to trend.The U.S.
reached the 2-sigma level in the summer of 2020.
2. But some of them went to 3-sigma or more before they burst — producing longer and deeper pain. The
U.S. reached 3-sigma in late 2021.
3. Timing is uncertain and when you get to 3-sigma superbubbles, such as we have now, there are few
examples. Yet they have all shown certain characteristics before they broke:
◦ A speculative investor frenzy that generated stories for distant decades;
◦ A penultimate blow-off phase where stock gains accelerate, as we had in 2020 (and again in the
first half of 2023, this time led by AI Tech Stocks);
◦ And the ultimate narrowing phase — unique to these few superbubbles — where a decreasing number
of very large blue chips (or, as currently in 2023, Mega-Cap Tech Stocks masquerading as Blue
Chips) go up as even riskier and more speculative stocks underperform or even decline, as they
did in 1929 and 2000, and 2022.
For readers interested in Jeremy Grantham’s musings please follow the link below…
1 https://www.gmo.com/americas/research-library/after-a- 2 timeout-back-to-the-meat-grinder_viewpoints/
Holdings
◦ ARL
The Flying Node bespoke seismic sensor development project, supported by Net Zero Technology Centre (NZTC)
and two major Energy Companies, was completed in 2022. Extensive field testing and analysis of the seismic
data was performed which culminated in an offshore trial at Fort William in Scotland. During this trial,
the Flying Node seismic sensor was benchmark tested against industry standard ocean bottom nodes and
comparison of the resulting data sets concluded excellent performance of the ARL design.
The mechanical design of the Flying Node was also modified to optimise the seismic sensor performance and
an updated battery system was also developed. This resulted in the build and test of a MK2 version of the
Flying Node which was used for the trials.
The software team also progressed the development of the in-house node control and navigation software.
Initial in water testing of the software will start in the 2nd quarter of 2023.
Duncan Soukup
Chairman
4 July 2023
FINANCIAL REVIEW
GROUP RESULTS
Continuing Operations
Total Revenue from continuing operations for the year to 31 December 2022 was £0.30m (2021: £0.14m)
related to grant income for ARL and rental income in Switzerland.
Cost of Sales on continuing operations were £0.10m (2021: £0.06m), resulting in a Gross Profit of £0.20m
(2021: Gross Profit £0.08m).
Administrative Expenses on continuing operations before exceptional costs were £0.5m (2021: £1.4m) and
Depreciation £0.3m compared to £0.1m in 2021.
Operating Loss was therefore £0.6m (2021: loss £1.4m).
Net Financial Income/(Expense) of £0.2m included net foreign exchange income, net interest expense and net
income from financial investments including fair value adjustments (2021: expense £(0.4)m).
Other Losses were £0.9m (2021: loss of £0.02m).
Share of Losses of Associated Entities was £0.24m (2021: £0.01).
Loss Before Tax on continuing operations was £1.5m (2021: £1.8m).
Tax on continuing operations for the period was a credit of
£0.05m relating a R&D tax credit (2021: credit £0.1m).
Loss for the year from Continuing Operations
was therefore £1.45m (2021: £1.7m).
Discontinued Operations
In 2021 id4 AG was sold to Anemoi International Ltd during the year. During 2022 there were no
discontinued operations (2021: loss £0.3m), with a gain on disposal of nil (2021: £2.4m).
Profit/(Loss) for the year
This resulted in a Group loss for the year of £1.45m (2021: profit £0.5m).
Net Assets at 31 December 2022 amounted to £10.3m (2021: £11.2m) resulting in net assets per share of
£1.30 based on 7,945,838 shares in issue versus £1.40 in 2021 including cash of £0.6m equivalent to £0.06
per share (2021:
£1m and £0.12 per share.
Net Cash Flow from operations amounted to an inflow of
£0.2m as compared to £1.9m outflow in 2021.
Net Cash from Investing Activities, amounted to an outflow of £1.2m (2021 £2.5m) relating to continuing
operations in the purchase of available for sale investments.
Net Cash Outflow from Financing Activities amounted to £4.3m (2021: inflow £2.5m) relating to the
settlement of the credit facility.
Net Decrease in Cash and Cash Equivalents was
£5.4m resulting in Cash and Cash Equivalents at 31 December 2022 of £0.6m (2021: £5.4m).
DIRECTORS’ REPORT
The Directors present their report and the audited financial statements for the year ended 31 December
2022.
RESULTS AND DIVIDENDS
The Group made a loss attributable to shareholders of the parent for the year ended 31 December 2022 of
£1.4m (2021: profit £0.5m). The Directors do not recommend the payment of a dividend.
DIRECTORS AND DIRECTORS’ INTERESTS
The Directors of the Company who held office during the year and to date, including details of their
interest in the share capital of the Company, are as follows:
Name
Date Appointed Date Resigned Shares held Share options
Executive Director
C Duncan Soukup 26 September 2007 2,396,970 -
Non-Executive Directors
2 April 2008 39,870 -
Graham Cole David M Thomas Kenneth Morgan 2 April 2008 - -
24 May 2022 - -
DIRECTORS’ REMUNERATION
2022 2021
Director Consultancy Director Consultancy
Fees Fees Fees Fees
£ £ £ £
Executive Directors
Duncan Soukup 133,000 174,076 272,597 221,025
Non-Executive Directors
Graham Cole 10,307 - 18,419 -
David Thomas 20,635 - 18,419 -
Kenneth Morgan 5,091 - - -
Total remuneration 169,033 174,076 309,435 221,025
SUBSTANTIAL SHAREHOLDINGS
As of 31 December 2022, the Company had been advised of the following substantial shareholders
Name 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 voting shares in issue 7,945,838 100.0
* 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 2022, nor for the year ended 31 December
2021.
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 22 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 23.
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 has 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.
DIRECTORS’ REPORT CONTINUED
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is below:
Risk Mitigation
Insufficient cash resources to meet liabilities, Short term and annual business plans are prepared
1. continue as a going concern and finance key and are reviewed on an ongoing basis. Use of various
projects. hedging instruments in order to mitigate major
financial risks.
Loss of key management/staff resulting in failure Regular review of both the Board’s and key
2. to identify and secure potential investment management’s abilities. Review of salaries and
opportunities and meet contractual requirements. benefits including long term incentives and ongoing
communication with key individuals.
Failure to maintain strong and effective relations The Board and senior management seek to establish
3. with key stakeholders in investments resulting in and maintain an open and transparent dialogue with
loss of contracts or value. key stakeholders.
Key management are professionally qualified. In
4. Failure to comply with law and regulations in the addition the Company appoints relevant professional
jurisdictions in which we operate. advisers (legal, tax, accounting etc) in the
jurisdictions in which we operate.
Significant changes in the political environment, The Company’s current investments are not expected
including the impact of Brexit, Covid-19 and the to be adversely impacted and Management is
5. Ukraine conflict, results in loss of continuing to monitor the wider political
resources/market and/or business failure. environment to ensure that steps are taken to
mitigate political risk.
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 other irregularities.
International Accounting Standard 1 requires that financial statements present fairly for each financial
period the Group’s financial position, financial performance and cash flows. This requires the faithful
representation of the effects of transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities, income and expenses set out in the
International Accounting Standards Board’s ‘Framework for the preparation and presentation of financial
statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with all
applicable UK Adopted International Accounting Standards (“IFRS”). A fair presentation also requires the
Directors to:
• select and apply appropriate accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
• provide additional disclosures when compliance with the specific requirements in IFRSs as applied by
the UK is insufficient to enable users to understand the impact of particular transactions, other
events and conditions on the entity’s financial position and financial performance; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the group will continue in business.
All of the current Directors have taken all the steps that they ought to have taken to make themselves
aware of any information needed by the Group’s auditors for the purposes of their audit and to establish
that the auditors are aware of that information.The Directors are not aware of any relevant audit
information of which the auditors are unaware.
The financial statements are published on the Group’s website. The maintenance and integrity of the
Group’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the financial statements contained therein
AGM
The Annual General Meeting was held at Anjuna, 28 Avenue de la Liberté, 06360 Éze France on 29 June 2023
at 11.00 (CEST).
AUDITORS
A resolution to confirm the appointment RPG Crouch Chapman as the Company’s auditors was submitted to the
shareholders at the Annual General Meeting.
Approved by the Board and signed on its behalf by
C.Duncan Soukup
Chairman
4 July 2023
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
3 https:// 4 thalassaholdingsltd.com/investor-relations/corporate- 5 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 QCA code, all Directors are subject to re- election each year, subject to satisfactory
performance.
BOARD AND COMMITTEE MEETINGS
The Board meets sufficiently regularly to discharge its duties effectively with a formal schedule of
matters specifically reserved for its decision.
The Board held three full meetings for regular business during 2022, 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.
Director Meetings attended
Duncan Soukup 3
Graham Cole 2
David Thomas 3
Kenneth Morgan 1
AUDIT COMMITTEE
During the financial period to 31 December 2022, 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.
Former auditor, Jeffreys Henry LLP unexpectedly resigned in December 2022. In the first quarter of 2023
therefore, the Group experienced a delay in the audit process. New auditor, RPG Crouch Chapman, was
appointed on 19 April 2023.The Company has indicated its independence to the Board.
At present, the Group does not have an internal audit function. However, the committee believes that
management has been able to gain assurance as to the adequacy and effectiveness
of internal controls and risk management procedures. There is no policy held on auditor rotation.
REMUNERATION COMMITTEE
During the financial period to 31 December 2022, 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 2022, 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.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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 2022 is set out above.
The Board considers itself to be sufficiently independent.The QCA Code suggests that a board should have
at least two independent Non-executive Directors. Both of the Non- executive Directors who currently sit
on the Board of the Company are regarded as independent under the QCA Code’s guidance for determining such
independence.
Non-executive Directors receive their fees in the form of a basic cash fee based on attendance at board
calls and board meetings. Directors are eligible for bonuses. The current remuneration structure for the
Board’s Non-executive Directors is deemed to be proportionate.
6. Ensure that between them, the directors have the necessary up-to-date experience, skills and
capabilities.
The Board considers that the Non-executive Directors are of sufficient competence and calibre to add
strength and objectivity to its activities, and bring considerable experience in technical, operational
and financial matters.
The Company has put in place an Audit Committee as well as Remuneration and Listing Compliance Committees.
The
responsibilities of each of these committees are described in the Board of Directors section of the
Company’s website.
The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and
depth of skills to support the on-going development of the Group.
The Chairman, in conjunction with the Company Secretary, ensures that the Directors’ knowledge is kept up
to date on key issues and developments pertaining to the Group, its operational environment and to the
Directors’ responsibilities as members of the Board. During the course of the year, Directors received
updates from the Company Secretary and various external advisers on a number of regulatory and corporate
governance matters.
Directors’ service contracts or appointment letters make provision for a Director to seek personal advice
in furtherance of his or her duties and responsibilities, normally via the Company Secretary.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.
The Board’s performance is measured by the success of the Company’s acquisitions and investments and the
returns that they generate for shareholders and in comparison to peer group companies. This performance is
presented in the Group’s monthly management accounts and reported, discussed and reviewed with the Board
regularly.
8. Promote a corporate culture that is based on ethical values and behaviours.
The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s
operations. These values are enshrined in the written policies and working practices adopted by all
employees in the Group. An open culture is encouraged within the Group. The management team regularly
monitors the Group’s cultural environment and seeks to address any concerns than may arise, escalating
these to Board level as necessary.
The Group is committed to providing a safe environment for its staff and all other parties for which the
Group has a legal or moral responsibility in this area.
Thalassa has a strong ethical culture, which is promoted by the actions of the Board and management team.
The Group has an anti-bribery policy and would report any instances of non-compliance to the Board. The
Group has undertaken a review of its requirements under the General Data Protection
Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making
by the Board.
The Board has overall responsibility for promoting the success of the Group. The Chairman has day-to-day
responsibility for the operational management of the Group’s activities. The non-executive Directors are
responsible for bringing independent and objective judgment to Board decisions. Matters reserved for the
Board include strategy, investment decisions, corporate acquisitions and disposals.
There is a clear separation of the roles of Executive Chairman and Non-executive Directors. The Chairman
is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the
Board’s decision-making and ensuring the Non-executive Directors are properly briefed on matters. Due to
its current size, the Group does not require nor bear the cost of a chief executive. The Company’s
subsidiary ARL is led by two directors.
The Chairman has overall responsibility for corporate governance matters in the Group but does not chair
any of the Committees. The Chairman also has the responsibility for implementing strategy and managing the
day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board
procedures are followed and applicable rules and regulations are complied with.
The Audit Committee normally meets at least once a year and has responsibility for, amongst other things,
planning and reviewing the annual report and accounts and interim statements involving, where appropriate,
the external auditors.The Committee also approves external auditors’ fees and ensures the auditors’
independence as well as focusing on compliance with legal requirements and accounting standards. It is
also responsible for ensuring that an effective system of internal control is maintained. The ultimate
responsibility for reviewing and approving the annual financial statements and interim statements remains
with the Board.
A summary of the work of the Audit Committee undertaken in the year ended 31 December 2022 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
CORPORATE GOVERNANCE STATEMENT CONTINUED
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 2022 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.
C.Duncan Soukup
Chairman
4 July 2023
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’ OF THALASSA HOLDINGS LTD
OPINION
We have audited the financial statements of Thalassa Holdings Ltd and its subsidiaries (the ‘Group’) for
the year ended 31 December 2022 which comprise the Consolidated Statement of Income, Consolidated
Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of
Cash Flows, Consolidated Statement of Changes in Equity, and notes to the financial statements, including
a summary of significant accounting policies. The financial reporting framework that has been applied in
their preparation is International Financial Reporting Standards as adopted in the United Kingdom (IFRS).
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 December 2022 and of the
Group’s loss for the year then ended;
• have been properly prepared in accordance with IFRS.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report.We are independent of the
group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the entity’s ability to continue to adopt the going concern
basis of accounting included review of the expected cashflows for a period of 12 months from the report
date compared with the liquid assets held by the Group.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the Group’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
OUR APPROACH TO THE AUDIT
In planning our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the directors made subjective judgements, for
example in respect of significant accounting estimates. As in all of our audits, we also addressed the
risk of management override of internal controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an
opinion on the financial statements as a whole, taking into account the structure of the group and the
parent company, the accounting processes and controls, and the industry in which they operate.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement we identified (whether or not due to fraud), including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team.The matter identified was addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’ OF THALASSA HOLDINGS LTD CONTINUED
Our work included:
Carrying value of loans receivable
The Group held £5.5m (£5.7m) of loans at the
balance sheet date. • Obtaining and reviewing loan agreements to ensure
year end balances have been accurately reflected;
Loans should initially be held at amortised costs, • Assessing each loan for recoverability;
plus accrued interest, less any provisions for bad • Reviewing provisions provided for bad debts; and
debt identified. • Recalculating interest receivable in the year via a
proof in total by reference to the underlying loan
agreement
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality both in planning and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent of testing
needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as
we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
We consider gross assets to be the most significant determinant of the Group’s financial performance used
by the users of the financial statements. We have based materiality on 1.5% of gross assets for each of
the operating components. Overall materiality for the Group was therefore set at £0.2m. For each
component, the materiality set was lower than the overall group materiality.
We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality
relating to the Group financial statements. We also report to the Audit Committee on financial statement
disclosure matters identified when assessing the overall consistency and presentation of the consolidated
financial statements.
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In
connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities statement set out on page 15 the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the
parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no realistic alternative but to
do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s
report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material
if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and regulatory frameworks within which the Group operates
focusing on those laws and regulations that have a direct effect on the determination of material
amounts and disclosures in the financial statements.
• We identified the greatest risk of material impact on the financial statements from irregularities,
including fraud, to be the override of controls by management. Our audit procedures to respond to
these risks included enquiries of management about their own identification and assessment of the
risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates
for biases.
Because of the inherent limitations of an audit, there is a risk that we will not detect all
irregularities, including those leading to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial statements, as we will be less likely
to become aware of instances of non-compliance.The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: 6 www.frc.org.uk/auditorsresponsibilities. This description
forms part of our Auditor’s Report.
OTHER MATTERS THAT WE ARE REQUIRED TO ADDRESS
We were appointed on 19 April 2023, and this is the first year of our engagement as auditors for the
Group.
We confirm that we are independent of the Group and have not provided any prohibited non-audit services,
as defined by the Ethical Standard issued by the Financial Reporting Council.
Our audit report is consistent with our additional report to the Audit Committee explaining the results of
our audit.
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’ OF THALASSA HOLDINGS LTD CONTINUED
USE OF OUR REPORT
This report is made solely to the Group’s members, as a body. Our audit work has been undertaken so that
we might state to the Group’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Group and the Group’s members, as a body, for our audit work, for
this report, or for the opinions we have formed.
(Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants Registered Auditors
5th Floor, 14-16 Dowgate Hill London
EC4R 2SU
4 July 2023
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2022
2022 2021
Note GBP GBP
Continuing Operations
Revenue 3 295,968 138,656
Cost of sales (95,925) (55,125)
Gross profit / (loss) 200,043 83,531
Total administrative expenses (531,024) (1,406,048)
Operating loss before depreciation (330,981) (1,322,517)
Depreciation and Amortisation 9&10 (305,848) (101,462)
Operating loss (636,829) (1,423,979)
Net financial income/(expense) 5 249,535 (355,204)
Other gains/(losses) (881,118) (22,380)
Share of losses of associated entities (235,658) (9,156)
Profit/(loss) before taxation (1,504,070) (1,810,719)
Taxation 7 54,167 132,240
Profit/(loss) for the year from continuing operations (1,449,903) (1,678,479)
Discontinued Operations
Profit/(loss) for the year from discontinued operations 6 - (305,509)
Gain on disposal of subsidiary 6 - 2,440,728
Profit/(loss) for the year (1,449,903) 456,740
Attributable to:
Equity shareholders of the parent (1,449,903) 456,740
Non-controlling interest - -
456,740 681,892
Earnings per share - GBP (using weighted average number of shares)
Basic and Diluted - Continuing Operations (0.18) 0.10
Basic and Diluted - Discontinued Operations 0.00 (0.04)
Basic and Diluted 8 (0.18) 0.06
The notes on pages 30 to 49 form an integral part of this consolidated financial information
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2022
2022 2021
GBP GBP
Profit/(loss) for the financial year (1,449,903) 456,740
Other comprehensive income:
Exchange differences on re-translating foreign operations 594,684 134,698
Total comprehensive income (855,219) 591,438
Attributable to:
Equity shareholders of the parent (855,219) 591,438
Non-Controlling interest - -
Total Comprehensive income (855,219) 591,438
The notes on pages 30 to 49 form an integral part of this consolidated financial
information.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
2022 2021
Note GBP GBP
Assets
Non-current assets
Intangible assets 9 1,319,695 907,531
Property, plant and equipment 10 2,030,733 1,661,081
Loans 12 5,571,412 5,705,273
Investments in associated entities 13 2,356,526 2,325,457
Total non-current assets 11,278,366 10,599,342
Current assets
Trade and other receivables 14 765,302 809,607
Available for sale financial assets 11 504,877 1,187,346
Cash and cash equivalents 629,215 5,398,208
Total current assets 1,899,394 7,395,161
Liabilities
Current liabilities
Trade and other payables 15 1,210,810 1,113,289
Borrowings 16 158,473 4,475,560
Total current liabilities 1,369,283 5,588,849
Net current assets 530,111 1,806,312
Non-current liabilities
Long term debt 16 1,510,377 1,252,335
Total non-current liabilities 1,510,377 1,252,335
Net assets 10,298,100 11,153,319
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) (1,696,320)
Foreign exchange reserve 4,430,855 3,836,171
Retained earnings (5,724,263) (4,274,360)
Total shareholders’ equity 10,298,100 11,153,319
Total equity 10,298,100 11,153,319
The notes on pages 30 to 49 form an integral part of this consolidated financial
information.
These financial statements were approved and authorised by the board on 4 July
2023.
Signed on behalf of the board by:
C. Duncan Soukup
Chairman
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
2022 2021
Notes
GBP GBP
Operating profit/(loss) from:
Continuing operations (636,829) (1,435,978)
Discontinued operations - (285,509)
Operating profit/(loss) including discontinued operations (636,829) (1,721,487)
Adjustments for:
Impairment losses on goodwill - 149,992
(Increase)/decrease in trade and other receivables 44,305 (311,077)
(Decrease)/increase in trade and other payables 97,521 347,870
Gain/(loss) on disposal of AFS investments 471,589 117,541
Net exchange differences (19,253) (93,995)
Other income 25,486 -
Depreciation and amortisation 9&10 306,497 210,401
Share of losses of associate/gain on disposal (234,828) (9,156)
Fair value movement on AFS financial assets 64,817 (704,554)
Cash generated by operations 119,306 (2,014,465)
Taxation 54,167 132,240
Net cash flow from operating activities 173,473 (1,882,225)
Sale/(purchase) of property, plant and equipment (517,376) (1,564,752)
Sale/(purchase) of intangible assets (418,408) (212,433)
Net (purchase)/sale of AFS financial assets (245,899) 97,010
Investments in associated entities (31,071) (815,428)
Net cash flow in investing activities (1,212,754) (2,495,603)
Cash flows from financing activities
Proceeds from borrowings 33,133 354,229
Repayment of borrowings (4,357,529) 2,167,225
Net cash flow from financing activities (4,324,396) 2,521,454
Net increase in cash and cash equivalents (5,363,677) (1,856,374)
Cash and cash equivalents at the start of the year 5,398,208 7,116,110
Effects of exchange rate changes on cash and cash equivalents 594,684 138,472
Cash and cash equivalents at the end of the year 629,215 5,398,208
The notes on pages 30 to 49 form an integral part of this consolidated financial information.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
Attributable to owners of the Company
Foreign Non- Total
Share Share Treasury Other Exchange Retained controlling Shareholders Capital
Premium Shares Reserves Reserve
Earnings Total Interest Equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP
Balance as at
31 December 128,977 21,717,786 (8,558,935) 78,716 3,697,697 (5,428,679) 11,635,562 (122,298) 11,513,264
2020
Disposal of
subsidiary - - - (1,775,036) - 697,579 (1,077,457) 122,298 (955,159)
with NCI
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
31 December 128,977 21,717,786 (8,558,935) 3,836,171 (4,274,360) 11,153,319 - 11,153,319
2021 (1,696,320)
Total
comprehensive - - - - 594,684 (1,449,903) (855,219) - (855,219)
income
Balance as at
31 December 128,977 21,717,786 (8,558,935) 4,430,855 (5,724,263) 10,298,100 - 10,298,100
2022 (1,696,320)
* Upon conversion to GBP, the variance between opening and closing rate for the reserves was taken to the
Foreign Exchange Reserve
The notes on pages 30 to 49 form an integral part of this consolidated financial information.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. GENERAL INFORMATION
Thalassa Holdings Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company
(“IBC”), incorporated and registered in the BVI on 26 September 2007. The Company is a holding company
with various interests across a number of industries.
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 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 December 2021.
Aperion Holdings (BVI) is the 100% shareholder of Alfalfa Holdings AG, a company registered in
Switzerland.
WGP Geosolutions Limited is a wholly owned subsidiary of Thalassa which is non-operational and has an
additional subsidiary, WGP Group AT GmbH which was dissolved on 24/08/2022.
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 DOA Exploration Ltd, and Autonomous Robotics Limited which
have a functional currency of pound sterling, WGP Group AT GmbH and WGP Geosolutions Ltd of Euro and
Alfalfa Holdings AG 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 2022: 1.2103 (2021:1.350).
Average GBPUSD exchange rate as at 31 Dec 2022: 1.2802 (2021:1.357).
Year end GBPEUR exchange rate as at 31 Dec 2022: 1.1273 (2021:1.189).
Average GBPEUR exchange rate as at 31 Dec 2022: 1.158 (2021:1.154).
Year end GBPCHF exchange rate as at 31 Dec 2022: 1.1187 (2021:1.234).
Average GBPCHF exchange rate as at 31 Dec 20212 1.1764 (2021:1.221).
The principal accounting policies are summarised below. They have been applied consistently throughout the
period covered by these financial statements.
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. 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. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group changed to UK Adopted International Accounting Standards at year-end 2021 from International
Financial Reporting Standards (IFRSs) as adopted by the European Union for the year ended 31 December
2020.
Standards issued but not yet effective: There were a number of standards and interpretations which were in
issue during the current period but were not effective at that date and have not been adopted for these
Financial Statements. The Directors have assessed the full impact of these accounting changes on the
Company.To the extent that they may be applicable, the Directors have concluded that none of these
pronouncements will cause material adjustments to the Group’s Financial Statements.They may
result in consequential changes to the accounting policies and other note disclosures.The new standards
will not be early adopted by the Group and will be incorporated in the preparation of the Group Financial
Statements from the effective dates noted below.
The new standards include:
IFRS 17 Insurance contracts 1
IAS 1 Presentation of financial statements and IFRS Practice Statement 2 1 IAS 8 Accounting policies,
changes in accounting estimates and errors 1 IAS 12 Income Taxes 1
IFRS 7 Financial Instruments: Disclosures (Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7))
2 IFRS 16 Leases (Amendment – to clarify how a seller-lessee subsequently measure sale and
leaseback transactions) 2 IAS 1 Presentation of financial statements (Amendment –
Classification of Liabilities as Current or Non-Current) 2 IAS 1 Presentation of financial
statements (Amendment – Non-current Liabilities with Covenants) 2
1 Effective for annual periods beginning on or after 1 January 2023
2 Effective for annual periods beginning on or after 1 January 2024
3. BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the
consolidated statement of income from the effective date of acquisition and up to the effective date of
disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the
Company and to the non-controlling interests even if this results in the non- controlling interests having
a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
4. JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the Directors to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making the judgements about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and
future periods.
The key judgement areas relate to the carrying value of provisions for loans receivable. Plant and
Equipment is reviewed annually for indication of impairment. Intellectual property is amortised and also
reviewed annually for indication of impairment. Loans receivable are reviewed for potential recovery and
impairments included where necessary. Capitalised research and development costs are reviewed annually for
indication if impairment.
Judgement is also made in respect of the accounting treatment of the THAL Discretionary Trust.
Management’s assessment is based on various indicators including activities, decision-making, benefits and
risks of the Trust. Based on this assessment, management consider that the THAL Discretionary Trust should
not be consolidated.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
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 and condition necessary for it to be
capable of operating in the manner intended. Cost also includes capitalised interest on borrowings,
applied only during the period of construction.
Fixed assets are depreciated on a straight-line basis between 3 and 15 years from the point at which the
asset is put into use.
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- generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more
frequently when there is indication that the unit may be impaired. If the recoverable amount of the
cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro
rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is
recognised directly in profit or loss in the consolidated statement of income. An impairment loss
recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the
determination of the profit or loss on disposal.
As the underlying assets are not yet operational, amortisation of capitalised development has not yet
begun.
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
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 any indication that an impairment loss previously recognised for an asset in a
prior period may no longer exist or may have decreased. If any such indication exists, the asset’s
recoverable amount is estimated. An asset’s recoverable amount is calculated as the higher of the asset’s
value in use or its net selling price.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount.
An impairment loss is charged to the statement of income in the period in which it arises. A previously
recognised impairment loss is reversed only if there has been a change in the estimates used to determine
the recoverable amount of an asset, however not to an amount higher than the carrying amount that would
have been determined (net of any depreciation / amortisation), had no impairment loss been recognised for
the asset in a prior period. A reversal of an impairment loss is credited to the statement of income in
the period in which it arises.
8. INVESTMENTS
Available for sale investments are initially measured at cost, including transaction costs. Gains and
losses arising from changes in fair value of available for sale investments are recognised at fair value
through profit or loss.
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 that can be recovered, is recognised according to the value of work
performed in the period. Revenue in respect of such contracts is calculated on the basis of time spent on
the project and estimated work to completion.
Where the outcome of contracts which are long term in nature and contracts for ongoing services cannot be
estimated reliably, revenue is recognised only to the extent of the costs recognised that are recoverable.
Where payments are received in advance in excess of revenue recognised in the period, this is reflected as
a liability on the statement of financial position as deferred revenue.
Rental income from investment properties leased out under operating leases is recognised net of VAT,
returns, rebates and discounts in the Income Statement on a straight-line basis over the term of the
lease. The directors consider this is in line with when the Company’s performance obligations are
satisfied. Standard payments terms are that services are paid in advance. When the Group provides lease
incentives to its tenants the cost of incentives are recognised over the lease term, on a straight-line
basis, as a reduction to income.
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 Autonomous Robotics Ltd are incorporated in the UK and are therefore subject to UK tax
regulations. Alfalfa Holdings AG is incorporated in Switzerland in the canton of Lucerne and are subject
to Swiss tax regulations.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the
reporting date.Tax is charged or credited directly to equity if it relates to items that are credited or
charged to equity. Otherwise, tax is recognised in the income statement.
Deferred tax is provided in full using the liability method on all timing differences which result in an
obligation at the reporting date to pay more tax, or the right to pay less tax, at a future date, at rates
that are expected to apply when they crystalise based on current tax rates. Deferred tax assets are
recognised for all deductible temporary differences to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences can be utilised. Deferred tax is
not provided when the amounts involved are not significant.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
11. FOREIGN CURRENCY
Transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded
at the rate of exchange prevailing on the dates of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing
on the financial reporting date. Exchange differences arising are included in the statement of income for
the period.
DOA Exploration Ltd and Autonomous Robotics Ltd are incorporated in the UK and have a functional currency
of GBP. Exchange differences on the retranslation of operations denominated in foreign currencies are
included in Other Comprehensive Income.
Year end GBPUSD exchange rate as at 31 Dec 2022: 1.2103 (2021:1.350).
Average GBPUSD exchange rate as at 31 Dec 2022: 1.2802 (2021:1.357).
Year end GBPEUR exchange rate as at 31 Dec 2022: 1.1273 (2021:1.189).
Average GBPEUR exchange rate as at 31 Dec 2022: 1.158 (2021:1.154).
Year end GBPCHF exchange rate as at 31 Dec 2022: 1.1187 (2021:1.234).
Average GBPCHF exchange rate as at 31 Dec 20212 1.1764 (2021:1.221).
12. BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets
are added to the cost of those assets until such a time as the assets are substantially ready for their
intended use or sale. All other borrowing costs are recognised in profit and loss in the period incurred.
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group’s statement of financial position when the
Group becomes party to the contractual provisions of the instrument.
Loans and receivables are initially measured at fair value and are subsequently measured at amortised
cost, plus accrued interest, and are reduced by appropriate provisions for estimated irrecoverable
amounts. Such provisions are recognised in the statement of income.
Available for sale financial assets comprise investments which do have a fixed maturity and are classified
as current assets if they are intended to be held for the medium to long term. They are measured at fair
value through profit or loss.
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost
less appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised in the
statement of income.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid
investments with maturities of three months or less at inception that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently
measured at amortised cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
Share Capital – Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction, net of taxation, from the proceeds.
Treasury shares – Where any Group company purchases the Company’s equity share capital, the consideration
paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity
attributable to the Company’s equity holders until the shares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects, is included in equity attributable to
the Company’s equity holders.
Financial instruments require classification of fair value as determined by reference to the source of
inputs used to derive the fair value.This classification uses the following three-level hierarchy:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);
Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
Borrowings are initially measured at fair value and are subsequently measured at amortised cost, plus
accrued interest.
14. BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method.The consideration transferred in
a business combination is measured at fair value, which is calculated as the sum of the acquisition-date
fair values of the assets transferred by the Group, liabilities incurred by the Group to any former owners
and the equity interests issued by the Group in exchange for control. Acquisition-related costs are
generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at
their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
non-controlling interests and the fair value of the acquirer’s previously held equity interest (if any)
over the net of the acquisition- date amounts of the identifiable assets acquired, and the liabilities
assumed.
15. GOING CONCERN
The financial statements have been prepared on the going concern basis as management consider that the
Group will continue in operation for the foreseeable future and will be able to realise its assets and
discharge its liabilities in the normal course of business. The Group has fully assessed its financial
commitments and at the year-end had net cash reserves of £0.5m plus a further £2.9m of available for sale
investments.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
3. SEGMENT INFORMATION
Management have chosen to organise the Group information by revenue generated. During the year the Group
had one operating segment comprised of rental income through the Aperion Group.
Information related to each reportable segment is set out below.
Rental Sale of Total
Income Services Income
GBP GBP GBP
Revenue 211,048 - 211,048
Based on these segments, the reportable segments under IFRS 8 is as
follows:
Total
Rental Other Continuing
Income segments Operations
GBP GBP GBP
Segment income statement
Revenue 211,048 84,920 295,968
Expenses (133,377) (1,360,813) (1,494,190)
Depreciation and amortisation (183,673) (122,175) (305,848)
Profit/loss before tax (106,001) (1,398,069) (1,504,070)
Attributable income tax (expense)/credit (440) 54,607 54,167
Profit/(loss) for the period (106,441) (1,343,462) (1,449,903)
Total
Rental Other Continuing
Income segments Operations
GBP GBP GBP
Segment statement of financial position
Non-current assets 1,990,862 9,287,504 11,278,366
Current assets (35,827) 1,935,221 1,899,394
Assets 1,955,035 11,222,725 13,177,760
Current liabilities 574,711 794,572 1,369,283
Non-current liabilities 1,500,532 9,845 1,510,377
Liabilities 2,075,243 804,417 2,879,660
Net assets (120,208) 10,418,308 10,298,100
Shareholders’ equity (120,208) 10,418,308 10,298,100
Total equity (120,208) 10,418,308 10,298,100
4. EMPLOYEES
The average number of employees (excluding the Directors) employed by the Group was:-
2022 2021
Sales - -
Development 4 4
Admin - 5
4 9
5. NET FINANCIAL EXPENSE
2022 2021
GBP GBP
Loan interest receivable (53,935) 351,714
Loan interest payable (27,791) (41,263)
Bank interest receivable 33,133 1,515
Bank interest payable (1,653) (3,852)
Lease liability (91,535) (29,150)
Gains/(Losses) on investments 435,545 (540,173)
Foreign currency gains/(losses) (44,229) (93,995)
249,535 (355,204)
6. DISCONTINUED OPERATIONS
2022 2021
GBP GBP
Analysis of profit for the year from discontinued operations
Revenue - 28,000
Expenses - (333,509)
Profit before income tax - (305,509)
Income tax expense/(credit) - -
Profit after income tax of discontinued operations - (305,509)
Gain on sale of the subsidiary after income tax - 2,440,728
Profit from discontinued operation - 2,135,219
2022 2021
GBP GBP
Net cash inflow from operating activities - 8,519
Net cash outflow from investing activities - (418,246)
Net cash inflow from financing activities - 344,799
Net cash outflow in subsidiary - (64,928)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
6. DISCONTINUED OPERATIONS CONTINUED
Details of the sale of the subsidiary 2022 2021
GBP GBP
Consideration received
Shares in Anemoi International - 2,240,000
Carrying amount of assets sold - 200,728
Gain on sale - 2,440,728
On 17 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.
7. INCOME TAX EXPENSE
2022 2021
GBP GBP
Current tax/(credit) from continuing operations (54,167) (132,240)
Total Tax/(Credit) (54,167) (132,240)
GBP GBP
Profit/(loss) before tax from continuing operations (1,449,903) (1,678,479)
Tax at applicable rates (275,482) (318,911)
Losses carried forward 275,482 318,911
R&D Tax (Credit) relating to current year (54,167) (132,240)
Total Tax/(Credit) on continuing operations (54,167) (132,240)
GBP GBP
Profit before tax from discontinued operations - (305,509)
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% & 25% and Swiss 12.3%
(2021: 0%,19% and 12.3%). The Applicable tax rate for the UK changed from 19% to 25% on 1 April 2023.
Autonomous Robotics Ltd has unprovided trading losses carried forward of approximately £4.5m available for
utilisation against future trading profits.
8. EARNINGS PER SHARE
2022 2021
GBP GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of shares:
Profit/(Loss) for the year from continuing operations
(1,449,903) 762,249
Profit/(Loss) for the year from discontinued operations - (305,509)
Profit for the year (1,449,903) 456,740
Weighted average number of shares of the Company 7,945,838 7,945,838
Earnings per share:
Basic and Diluted (GBP) from continuing operations (0.18) 0.10
Basic and Diluted (GBP) from discontinued operations - (0.04)
Basic and Diluted (GBP) (0.18) 0.06
Number of shares outstanding at the period end: Number of shares in issue
7,945,838 7,945,838
Recording error - -
Treasury shares - -
Capital Redemption - -
Basic number of shares in issue 7,945,838 7,945,838
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
9. INTANGIBLE ASSETS AND GOODWILL
Development
costs Patents Software Sub-total Goodwill Total
GBP GBP GBP GBP GBP GBP
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
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 Impairment - - (3,758) (3,758) - (3,758)
Net book amount 762,358 126,382 18,792 907,531 - 907,531
Full-year ended
31 December 2022
Opening net book amount 762,358 126,382 18,792 907,531 - 907,531
Additions 391,289 27,119 - 418,408 - 418,408
Revaluation of c’fwd amount - - 2,546 2,546 - 2,546
Amortisation charge - - (8,790) (8,790) - (8,790)
Closing net book amount 1,153,647 153,501 12,548 1,319,695 - 1,319,695
At 31 December 2022
Cost 1,153,647 153,501 25,096 1,332,243 - 1,332,243
Accumulated Amortisation - - (12,548) (12,548) - (12,548)
Net book amount 1,153,647 153,501 12,548 1,319,695 - 1,319,695
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.in 2021. Systems are being amortised over a three year period. 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.
10. PROPERTY, PLANT AND EQUIPMENT
Plant
Land and and Motor
Total buildings Equipment Vehicles
Cost GBP GBP GBP GBP
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
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
Cost at 1 January 2022 2,017,577 1,413,282 119,576 484,719
FX movement 201,735 137,001 9,377 55,357
2,219,312 1,550,283 128,953 540,076
Additions 517,376 515,846 1,530 -
Cost at 31 December 2022 2,736,688 2,066,128 130,483 540,076
Depreciation
Depreciation at 1 January 356,496 27,776 114,924 213,796
FX movement 36,920 - 9,315 27,605
393,416 27,776 124,239 241,401
Charge for the year on continuing operations 297,707 192,932 3,695 101,080
Foreign exchange effect on year end translation 14,832 14,832 - -
Depreciation at 31 December 2022 705,955 235,540 127,934 342,481
Closing net book value at 31 December 2022 2,030,733 1,830,589 2,549 197,595
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 2022 (2021: $nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
11. 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.
2022 2021
GBP GBP
Available for sale investments
At the beginning of the period 1,187,345 1,417,003
Additions 3,554,617 3,445,080
Unrealised gain/(losses) 87,635 (518,523)
Disposals (4,461,505) (3,172,142)
Forex on opening balance 136,785 15,928
At 31 December 504,877 1,187,346
12. LOANS AND PORTFOLIO HOLDINGS
2022 2021
GBP GBP
Loans at 1 January 1,333,599 1,279,849
Accrued interest 45,235 39,365
Forex on opening balance 153,635 14,385
Loans at 31 December 1,532,469 1,333,599
Portfolio Holdings at 1 January 4,371,674 4,292,777
Issued 746,009 255,607
Interest 325,237 293,767
Repaid (92) (475,861)
Forex 28,157 5,384
Written off - Tappit Loan Interest & Option Value (1,432,041) -
Portfolio holdings at 31 December 4,038,944 4,371,674
Total of loans and holdings 5,571,412 5,705,273
The Loan is to the THAL Discretionary Trust, interest is payable at 3% per annum (reviewed periodically).
The THAL Discretionary Trust is a trust, independent of Thalassa, established for the benefit of
individuals or parties to whom the Trustees wish to make awards at their discretion.
In September 2020 a loan was issued to Tappit Technologies (UK) Ltd for £3m, in the form of a convertible
loan note and incurred a non-compounding interest charge of 8% with a maturity date 36 months post
agreement date. As of December 31 2022, interest of £424k was accrued. The Tappit Technologies (UK) Ltd
loan notes were revalued in 2020 at fair value using a discounted cash flow method at the market rate of
10% on final value. The discount element of the final conversion has been valued using the Black-Scholes
method to provide the fair value adjustment noted in the table above. A fair value exercise was undertaken
for 2021 under the same method with no adjustment necessary due to there being no new shares or financing.
The option was valued at
£1,008,294.
Without prior notification, Thalassa was advised on 26 January 2023, that Messrs Taylor and Pitts of
Begbies Traynor (Central) LLP had been appointed as administrators of Tappit on the 20 January 2023 and
that a sale of Tappit’s business and assets by way of a pre-packaged sale to Tap Holdco Limited completed
on the same date.
Thalassa announced on 27 January 2023 that the position was being written down to £Nil in the books.The
Chairman, commensurately announced that on an exceptional and purely moral basis he would proceeds from
the sale of personal property in the amount of Thalassa’s initial investment of £3m. As a result, only the
value of the accrued interest and Option value, totalling £1,432,041 has been written off, above.
Thalassa is still exploring all options including, but not limited to, possible legal action against the
Directors of Tappit.
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 in December
2021 but prior to the sale of id4 to Anemoi International Ltd on 17 December 2021 – see note 13.
In December 2021 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.
13. ASSOCIATED ENTITIES
2022 2021
GBP GBP
Fair value of investment at 1 January
2,325,457
Fair value of investment at 17 December 2021 2,086,448
Share of profits/(losses) for the year attributable to the Group (235,659) (9,156)
Exchange Variance
266,728
Conversion of loan notes to preference shares 248,165
2,356,526 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.
14. TRADE AND OTHER RECEIVABLES
2022 2021
GBP GBP
Trade receivables 86,669 123,344
Trade receivables 86,669 123,344
Other receivables 440,181 49,608
Corporation tax 106,663 128,893
Prepayments 131,789 507,762
Total trade and other receivables 765,302 809,607
The Directors consider that the carrying value of trade and other receivables approximate to their fair
value.
NOTES TO THE CONSOLIDATED STATEMENTS CONTINUED FINANCIAL
for the year ended 31 December 2022
15. TRADE AND OTHER PAYABLES
2022 2021
GBP GBP
Trade payables 677,135 666,526
Other payables 307,259 279,254
Accruals 226,416 167,509
Total trade and other payables 1,210,810 1,113,289
16. BORROWINGS
2022 2021
Non-current liabilities GBP GBP
Lease liabilities 1,510,377 1,252,335
1,510,377 1,252,335
2022 2021
Current liabilities GBP GBP
Credit facility - 4,324,649
Lease liabilities 158,473 150,911
158,473 4,475,560
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 £Nil was drawn down as at 31 December
2022 (2021: £4.4m). The facility carries an interest rate of 0.7547%.
The credit facility was cancelled in December 2022.
17. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets mandatorily measured at FVPL include the following:-
2022 2021
GBP GBP
Non current assets
Investments in associated entities 2,356,526 2,325,457
Portfolio Holdings 4,038,944 4,371,674
Current assets
Available for sale financial assets 504,877 1,187,346
At 31 December 6,900,347 7,884,477
2022 2021
Amounts recognised in profit or loss:- GBP GBP
Available for sale financial assets 224,420 (502,595)
Investments in associated entities (235,658) (213,100)
Portfolio Holdings 101,691 181,563
90,453 (534,132)
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. A borrowing rate of
2.5% has been applied to this lease. 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 Holdings AG. Since the accounting date,
some of the buildings have been sublet and therefore the income matches the expenditure. A borrowing rate
of 5% has been applied to this lease. The weighted average incremental borrowing rate of 4.94% was applied
to lease liabilities recognised at the initial adoption of IFRS 16. Where applicable, the Group has used
the exemption under IFRS 16 regarding the exemption of short-term leases and have excluded from the
balance sheet.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property
are presented as property, plant and equipment (see note 10).
Land and buildings
GBP
Balance at 1 January 2022 1,385,504
Additions 515,846
Depreciation charge for the year (192,932)
Foreign exchange effect on year-end translation 122,171
Balance at 31 December 2022 1,830,589
Amounts recognised in profit or loss
2021 - Leases under IFRS 16 GBP
Interest on lease liabilities (91,535)
Expenses related to short-term leases (38,486)
Right of use asset (177,506)
(307,527)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
19. SHARE CAPITAL
As at As at
31 Dec 2022 31 Dec 2021
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 2020 7,945,838 12,906,521 8,558,935
Shares purchased - - -
Balance at 31 December 2021 7,945,838 12,906,521 8,558,935
Shares purchased - - -
Balance at 31 December 2022 7,945,838 12,906,521 8,558,935
Treasury shares represents the cost of the Company buying back its shares.There were 12,906,521 shares
held in Treasury as at 31 December 2022 (2021: 12,906,521 shares) which comprised 61.9% of the total
issued share capital (2021: 61.9%). No purchase
took place in 2022 (2021: nil).
Under the Company’s memorandum of association, the Company is authorised to issue 100,000,000 shares of
one class with a par value of US$0.01 each. Under the Company’s articles of association, the Board is
authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore,
the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for
such consideration as they consider fit, and either cancel or hold such shares as treasury shares.The
directors may dispose of any shares held as treasury shares on such terms and conditions as they may from
time to time determine. Further, the Company may redeem its own shares for such amount, at such times and
on such notice as the directors may determine, provided that any such redemption is pro rata to each
shareholders’ then percentage holding in the Company.
Share capital represents 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.
The following describes the nature and purpose of each reserve within equity:
Retained Earnings: All other net gains and losses and transactions with owners (e.g. dividends) not
recognised elsewhere FX Reserves: Gains/losses arising on retranslating the net assets of overseas
operations into the reporting currency.
Share Premium: Amount subscribed for share capital in excess of nominal value.
Other Reserves: Other reserves include, 1. Revaluation Reserves (gains/losses arising on the revaluation
of the group’s property). 2. Capital Contribution related to the merger of id4 AG into Apeiron Holdings
AG.
20. CAPITAL MANAGEMENT
The Group’s capital comprises ordinary share capital, retained earnings and capital reserves.The Group’s
objectives when managing capital are to provide an optimum return to shareholders over the short to medium
term through capital growth and income whilst ensuring the protection of its assets by minimising risk.
The Group seeks to achieve its objectives by having available sufficient cash resources to meet capital
expenditure and ongoing commitments.
At 31 December 2022, the Group had capital of £10,298,100 (2021: £11,153,319). The Group does not have any
externally imposed capital 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 2022 2021
DOA Alpha Ltd (formerly WGP Group Ltd) British Virgin Islands 100% 100%
DOA Exploration Ltd (formerly WGP Exploration Ltd) United Kingdom 100% 100%
DOA Delta Ltd (formerly WGP Survey Ltd) British Virgin Islands 100% 100%
Apeiron Holdings (BVI) Ltd (formerly Autonomous Holdings Ltd) British Virgin Islands 100% 100%
Autonomous Robotics Ltd United Kingdom 100% 100%
WGP Geosolutions Limited Cyprus 100% 100%
WGP Group AT GmbH – dissolved 24/08/2022 Austria 0% 100%
Alfalfa Holdings AG Switzerland 100% 100%
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting
Standards (“IFRS”)., through application of the appropriate standard the investments in subsidiaries are
held at cost within the Group financial statements.
Due to the pre- or early stage revenue producing status, and therefore book value, of Autonomous Robotics
Limited the directors of the Group feel that the IFRS cost basis does not represent a market value of the
subsidiaries.
22. RELATED PARTY TRANSACTIONS
Under the consultancy and administrative services agreement entered into on 3 January 2011 with a company
in which the Chairman has a beneficial interest, the Group accrued £307,076 in 2022 (2021: £493,622). Mr
Soukup waived the 2021 balance of
£478,594 for services provided to the Group.
During the period Graham Cole, non-executive director, invoiced the Group £6,215 of which £Nil was owed as
at 31 December 2022 (2021: £6.3k) and £4,092 accrued.
During the period David Thomas, non-executive director, invoiced the Group £Nil of which £Nil was owed as
at 31 December 2022 (2021: £18.4k) and £20,635 accrued.
During the period Kenneth Morgan, non-executive director, invoiced the Group £Nil of which £Nil was owed
as at 31 December 2022 and £5,091 accrued.
Athenium Consultancy Ltd, a company in which the Group owns shares invoiced the group for financial and
corporate administration services totalling £165,000 for the period (Dec 2021: nil).
The Group was due £2,894 (2021: £48,701) from Anemoi International Ltd, a company in which through its
subsidiary Apeiron Holdings BVI holds shares and is related by common control through the Chairman, Duncan
Soukup. During the year services amounting to £22,013 (2021: £48,701) were charged from Thalassa.
As at the year end the Group was due £17,073 (2021: £7,362) from Alina Holdings Limited, a company under
common directorship. During the year services amounting to £91,167 (2021: £123,619) were charged from
Thalassa.
ARL owed rent of £10,000 during the period for trading premises from Eastleigh Court Limited.The
beneficiaries of Eastleigh Court Ltd include D Soukup, a director during the period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
23. FINANCIAL INSTRUMENTS
The Group’s financial instruments comprise cash and cash equivalents together with various items such as
trade and other receivables and trade payables etc, that arise directly from its operations. The fair
value of the financial assets and liabilities approximates the carrying values disclosed in the financial
statements.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign exchange
risk, credit risk and liquidity risk.
INTEREST RATE RISK
The Group does not undertake any hedging against interest rate risk.The Group finances its operations from
the cash balances on the current and deposit accounts.The Group had total borrowings of £Nil as at 31
December 2022 (2021: £4.5m).
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, 2022 Change in
interest rate cost GBP ‘000
Interest rate translations of:
+10 basis points 5
-10 basis points (5)
+100 basis points 20
-100 basis points (20)
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 2022 would have decreased the profit and net
assets by £8,718 (2021:
£141,705). A decrease of 5% would have had an equal and opposite impact.
As 31 December 2022 approximately 68% (2021: 10%) of amounts owing to suppliers are held in GBP, 8% in EUR
(2021: 17%), 6%
in USD (2021: 53%), 1% in NOK (2021: 0%) and 17% in CHF (2021: 21%).
CREDIT RISK
Group credit risk is predominantly a matter of individual corporate risk. However, Group companies also
operate in frontier and challenging regions which has the potential to add risk and uncertainty both from
an operational and financial point of view. Whenever and wherever possible the Group attempts to mitigate
this risk.
In line with other international companies, the Group is exposed to geopolitical risks and the possibility
of sanctions which could adversely affect our ability to perform operations or collect receivables from
our clients.This risk is uninsurable and unhedgeable.
LIQUIDITY RISK
The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability to
match the profile of the Group’s expenditure. All financial liabilities are generally payable within 30
days and do not attract any other contractual cash flows. Based on current forecasts the Group has
sufficient cash to meet future obligations. The maturity analysis of the current trade and other payables
is as follows:
30 days 30-60 days 60-90 days 90+ days Total
31 December 2022
GBP GBP GBP GBP GBP
Finance lease liabilities 13,206 13,206 13,206 118,855 158,473
Trade payables 677,135 - - - 677,135
Other payables 30,132 - - 277,127 307,259
Accruals 43,814 4,110 - 178,492 226,416
764,287 17,316 13,206 574,474 1,369,283
24. SUBSEQUENT EVENTS
Without prior notification,Thalassa was advised on 26 January 2023, that Messrs Taylor and Pitts of
Begbies Traynor (Central) LLP had been appointed as administrators of Tappit on 20 January 2023 and that a
sale of Tappit’s business and assets by way of a pre- packaged sale to Tap Holdco Limited completed on the
same date. Please see note 12 for more detail.
25. COPIES OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements are available on the Company’s website:
7 www.thalassaholdingsltd.com.
26. CONTROLLING PARTIES
There is no one controlling party.
END
For further information, please contact:
Enquiries: 8 enquiries@thalassaholdingsltd.com
Thalassa Holdings Ltd
══════════════════════════════════════════════════════════════════════════════════════════════════════════
Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market
Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════════════════════════════════════
ISIN: VGG878801114
Category Code: ACS
TIDM: THAL
LEI Code: 2138002739WFQPLBEQ42
Sequence No.: 256647
EQS News ID: 1676297
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
9 fncls.ssp?fn=show_t_gif&application_id=1676297&application_name=news&site_id=refinitiv2
References
Visible links
1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=101e78d733a5128579d0bdaf48a8df31&application_id=1676297&site_id=refinitiv2&application_name=news
2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=101e78d733a5128579d0bdaf48a8df31&application_id=1676297&site_id=refinitiv2&application_name=news
3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8937caf9b86b0cb7c15484363b56aa04&application_id=1676297&site_id=refinitiv2&application_name=news
4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8937caf9b86b0cb7c15484363b56aa04&application_id=1676297&site_id=refinitiv2&application_name=news
5. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8937caf9b86b0cb7c15484363b56aa04&application_id=1676297&site_id=refinitiv2&application_name=news
6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=f98a3a820df1181e189986d1a79169a0&application_id=1676297&site_id=refinitiv2&application_name=news
7. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=48c8f833312784d403e9e0e5a6e0d002&application_id=1676297&site_id=refinitiv2&application_name=news
8. mailto:enquiries@thalassaholdingsltd.com
============Recent news on Thalassa Holdings
See all newsREG-Thalassa Holdings Ltd Thalassa Holdings Ltd: Annual Financial Report
AnnouncementREG-Thalassa Holdings Ltd Thalassa Holdings Ltd:
AnnouncementREG-Thalassa Holdings Ltd Thalassa Holdings Ltd: Trading Update
AnnouncementREG-Thalassa Holdings Ltd Thalassa Holdings Ltd: TR1
AnnouncementREG-Thalassa Holdings Ltd Thalassa Holdings Ltd: Interim Results (30 June 2023)
Announcement