Annual Report and Accounts
Year to 31 December 2022
THALASSA
“Brace for the S&P 500 to plunge 50% and a painful
recession to strike as the ‘everything bubble’ bursts.”
Jeremy Grantham,
Founder GMO,
Boston, USA
2 Thalassa Holdings Ltd | Annual Report and Accounts 2022
The Buffett Indicator is the ratio of the total United States stock market to GDP. As of June 16, 2023 the ratio is
calculated as:
Aggregate US Market Value: $46.88T
Annualized GDP: $26.60T
Buffett Indicator: $46.88T ÷ $26.60T = 176%
This ratio uctuates over time since the value of the stock market can be very volatile, but GDP tends to grow
much more predictably. The current ratio of 176% is approximately 47.06% (or about 1.5 standard deviations)
above the historical trend line, suggesting that the stock market is Overvalued relative to GDP.
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 3
The P/E ratio is a classic measure of a stock’s value indicating how many years of prots (at the current earnings
rate) it takes to recoup an investment in the stock. The current S&P500 10-year P/E Ratio is 30.5. This is 50.8%
above the modern-era market average of 20.2, putting the current P/E 1.3 standard deviations above the
modern-era average. This suggests that the market is Overvalued.
4 Thalassa Holdings Ltd | Annual Report and Accounts 2022
As of June 16, 2023, the S&P500 P/E ratio is 50.8% (or 1.3 standard deviations) above its modern era average.
By this valuation, the market is Overvalued
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 5
Courtesy Bob Rich, Hedgeye
The Toilet Indicator
alternatively referred to as …
6 Thalassa Holdings Ltd | Annual Report and Accounts 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 7
CONTENTS
Page
Highlights 8
Chairman’s Statement 9-10
Financial Review 11
Directors’ Report 12-15
Corporate Governance Statement 16-20
Independent Auditor’s Report on the Financial Statements 21-24
Consolidated Statement of Income 25
Consolidated Statement of Comprehensive Income 26
Consolidated Statement of Financial Position 27
Consolidated Statement of Cash Flows 28
Consolidated Statement of Changes in Equity 29
Notes to the Consolidated Financial Statements 30-49
Directors, Secretary and Advisers 50
8 Thalassa Holdings Ltd | Annual Report and Accounts 2022
2022 HIGHLIGHTS
Group Results 2022 versus 2021 GBP GBP
• Prot /(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 nancial disaster.
• 2022 results benetted from ~£471K contribution from realised hedging gains.
• 2021, Chairman waived consultancy; 2022, Chairman’s consultancy accrued, pending performance review.
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 9
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 ying 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 reect 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 rst 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 innity and Beyond,”
or …
Wile E. Coyote Stocks
10 Thalassa Holdings Ltd | Annual Report and Accounts 2022
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 rst 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…
https://www.gmo.com/americas/research-library/after-a-
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 eld 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
modied 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
2
nd
quarter of 2023.
Duncan Soukup
Chairman
4 July 2023
CHAIRMAN’S STATEMENT CONTINUED
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 11
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 Prot of £0.20m (2021:
Gross Prot £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 nancial 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).
Prot/(Loss) for the year
This resulted in a Group loss for the year of £1.45m (2021:
prot £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 inow of
£0.2m as compared to £1.9m outow in 2021.
Net Cash from Investing Activities, amounted to
an outow of £1.2m (2021 £2.5m) relating to continuing
operations in the purchase of available for sale investments.
Net Cash Outow from Financing Activities
amounted to £4.3m (2021: inow £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).
12 Thalassa Holdings Ltd | Annual Report and Accounts 2022
DIRECTORS’ REPORT
The Directors present their report and the audited nancial 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: prot £0.5m). The Directors do not recommend the
payment of a dividend.
DIRECTORS AND DIRECTORS’ INTERESTS
The Directors of the Company who held ofce 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
Graham Cole 2 April 2008 39,870 -
David M Thomas 2 April 2008 - -
Kenneth Morgan 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
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 13
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 nancial 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
nancial resources or may require additional capital.
FINANCIAL RISKS
Details of the nancial 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 conict 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.
14 Thalassa Holdings Ltd | Annual Report and Accounts 2022
DIRECTORS’ REPORT CONTINUED
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is below:
Risk Mitigation
1. Insufcient cash resources to meet liabilities, continue as a
going concern and nance key projects.
Short term and annual business plans are prepared and
are reviewed on an ongoing basis. Use of various hedging
instruments in order to mitigate major nancial risks.
2. Loss of key management/staff resulting in failure to identify
and secure potential investment opportunities and meet
contractual requirements.
Regular review of both the Board’s and key management’s
abilities. Review of salaries and benets including long term
incentives and ongoing communication with key individuals.
3. Failure to maintain strong and effective relations with key
stakeholders in investments resulting in loss of contracts
or value.
The Board and senior management seek to establish
and maintain an open and transparent dialogue with key
stakeholders.
4. Failure to comply with law and regulations in the jurisdictions
in which we operate.
Key management are professionally qualied. In addition the
Company appoints relevant professional advisers (legal, tax,
accounting etc) in the jurisdictions in which we operate.
5. Signicant changes in the political environment, including
the impact of Brexit, Covid-19 and the Ukraine conict,
results in loss of resources/market and/or business failure.
The Company’s current investments are not expected to
be adversely impacted and Management is continuing to
monitor the wider political environment to ensure that
steps are taken to mitigate political risk.
DIRECTORS’ RESPONSIBILITIES
The Directors have elected to prepare the nancial 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 nancial 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 nancial
statements present fairly for each nancial period the
Group’s nancial position, nancial performance and
cash ows. This requires the faithful representation of the
effects of transactions, other events and conditions in
accordance with the denitions 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 nancial 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 specic requirements in IFRSs as applied by the
UK is insufcient to enable users to understand the
impact of particular transactions, other events and
conditions on the entity’s nancial position and nancial
performance; and
• prepare the nancial 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 nancial 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
nancial statements contained therein
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 15
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 conrm 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
16 Thalassa Holdings Ltd | Annual Report and Accounts 2022
The Company’s shares are admitted to the Ofcial 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 https://
thalassaholdingsltd.com/investor-relations/corporate-
governance/ and repeated in full below.
BOARD OVERVIEW
In formulating the Company’s corporate governance
framework, the Board of Directors have reviewed the
principles of good governance set out in the QCA code
(the Corporate Governance Code for Small and Mid-
Sized Quoted Companies 2018 published by the Quoted
Companies Alliance) so far as is practicable and to the extent
they consider appropriate with regards to the Company’s
size, stage of development and resources. However, given the
modest size and simplicity of the Company, at present the
Board of Directors do not consider it necessary to adopt the
QCA code in its entirety.
The purpose of corporate governance is to create value and
long-term success of the Group through entrepreneurism,
innovation, development and exploration as well as provide
accountability and control systems to mitigate risks involved.
COMPOSITION OF THE BOARD AND BOARD
COMMITTEES
As at the date of this report, the Board of Thalassa Holdings
Ltd comprises of one Executive Director and two Non-
Executive Directors, which complies with the QCA Code.
On the 24 May 2022, Kenneth Morgan was appointed to the
board as a further Non-executive Director.
BOARD BALANCE
The current Board membership provides a balance of industry
and nancial 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 sufciently regularly to discharge its duties
effectively with a formal schedule of matters specically
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 nancial 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 nancial
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 rst 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
CORPORATE GOVERNANCE STATEMENT
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 17
of internal controls and risk management procedures. There
is no policy held on auditor rotation.
REMUNERATION COMMITTEE
During the nancial 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 benets, 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 nancial 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
notication 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 ve-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 identies 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 ndings 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.
18 Thalassa Holdings Ltd | Annual Report and Accounts 2022
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
benet 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 signicant 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 rst 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 nancial
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 sufciently 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 sufcient competence and calibre to add strength and
objectivity to its activities, and bring considerable experience
in technical, operational and nancial matters.
The Company has put in place an Audit Committee as well
as Remuneration and Listing Compliance Committees. The
CORPORATE GOVERNANCE STATEMENT
CONTINUED
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 19
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 nancial 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
20 Thalassa Holdings Ltd | Annual Report and Accounts 2022
CORPORATE GOVERNANCE STATEMENT
CONTINUED
senior executives and determining, within agreed terms of
reference, the specic 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
sufcient 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 nancial 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
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 21
OPINION
We have audited the nancial 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 nancial
statements, including a summary of signicant accounting
policies. The nancial 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 nancial 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
nancial 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 nancial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fullled our other ethical responsibilities
in accordance with these requirements. We believe that the
audit evidence we have obtained is sufcient and appropriate
to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING
CONCERN
In auditing the nancial statements, we have concluded that
the directors’ use of the going concern basis of accounting
in the preparation of the nancial 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 cashows 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 identied
any material uncertainties relating to events or conditions
that, individually or collectively, may cast signicant doubt on
the Group’s ability to continue as a going concern for a period
of at least twelve months from when the nancial 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 nancial statements. In
particular, we looked at where the directors made subjective
judgements, for example in respect of signicant 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 sufcient work to be able to issue an opinion
on the nancial 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 signicance in our audit of the
nancial statements of the current period and include the
most signicant assessed risks of material misstatement we
identied (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 identied was addressed
in the context of our audit of the nancial 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
22 Thalassa Holdings Ltd | Annual Report and Accounts 2022
Key audit matter How our audit
addressed the key
audit matter
Capitalisation of
development costs
The Group held £1.2m (2021:
£0.8m) of development costs
at the balance sheet date.
This relates to the
development of Autonomous
Nodes which are not
currently amortised as they
are not yet ready for use.
Management have considered
all criteria for capitalization to
have been met.
Our work included:
• Reviewing the
recognition criteria
under IAS 38;
• Vouching a sample of
costs to supporting
documentation;
• Recalculating costs
where these have
been allocated on a
percentage basis; and
• Reviewing management’s
assessment of the
percentages applied
and enquiring as to the
current status of the
project.
Carrying value
of investment in
associates
The Group carrying value of
the investment in associates
stood at £2.36m (2021:
£2.33m) at the balance sheet
date.
The directors are required to
review the carrying value of
investments for impairment
annually.
Given the subjective nature
of the related estimates and
judgements, we consider the
carrying value of available for
sale investments to be a key
audit matter.
Our work included:
• Obtaining management’s
basis for impairment
reviews;
• Reviewing current year
performance of the
associated companies
and expected future
cashows; and
• Reviewing calculations
of the fair values used
to support the carrying
value of investments.
Carrying value of loans
receivable
The Group held £5.5m
(£5.7m) of loans at the
balance sheet date.
Loans should initially be held at
amortised costs, plus accrued
interest, less any provisions for
bad debt identied.
Our work included:
• Obtaining and reviewing
loan agreements to
ensure year end balances
have been accurately
reected;
• Assessing each loan for
recoverability;
• Reviewing provisions
provided for bad debts;
and
• 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 inuence
the economic decisions of reasonable users that are taken on
the basis of the nancial 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 identied misstatements,
and the particular circumstances of their occurrence, when
evaluating their effect on the nancial statements as a whole.
We consider gross assets to be the most signicant
determinant of the Group’s nancial performance used by the
users of the nancial 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 nancial statements. We also report
to the Audit Committee on nancial statement disclosure
matters identied when assessing the overall consistency and
presentation of the consolidated nancial statements.
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS’ OF THALASSA HOLDINGS LTD
CONTINUED
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 23
OTHER INFORMATION
The directors are responsible for the other information. The
other information comprises the information included in
the annual report, other than the nancial statements and
our auditor’s report thereon. Our opinion on the nancial
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 nancial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the nancial 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
nancial 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 nancial statements and for being
satised that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enable the preparation of nancial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the nancial 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 nancial reporting process.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the nancial 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 inuence the economic decisions of users taken
on the basis of the nancial 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 nancial statements.
• We identied the greatest risk of material impact on
the nancial 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
identication 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 nancial 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 reected in the nancial
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 nancial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our Auditor’s Report.
OTHER MATTERS THAT WE ARE REQUIRED
TO ADDRESS
We were appointed on 19 April 2023, and this is the rst year
of our engagement as auditors for the Group.
We conrm that we are independent of the Group and have
not provided any prohibited non-audit services, as dened 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.
24 Thalassa Holdings Ltd | Annual Report and Accounts 2022
USE OF OUR REPORT
This report is made solely to the Group’s members, as a body.
Our audit work has been undertaken so that we might state
to the Group’s members those matters we are required to
state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Group and
the Group’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Mark Wilson MA, FCA
(Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Registered Auditors
5th Floor, 14-16 Dowgate Hill
London
EC4R 2SU
4 July 2023
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS’ OF THALASSA HOLDINGS LTD
CONTINUED
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 25
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 prot / (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 nancial income/(expense) 5 249,535 (355,204 )
Other gains/(losses) (881,118 ) (22,380 )
Share of losses of associated entities (235,658 ) (9,156 )
Prot/(loss) before taxation (1,504,070 ) (1,810,719 )
Taxation 7 54,167 132,240
Prot/(loss) for the year from continuing operations (1,449,903 ) (1,678,479 )
Discontinued Operations
Prot/(loss) for the year from discontinued operations 6 - (305,509 )
Gain on disposal of subsidiary 6 - 2,440,728
Prot/(loss) for the year (1,449,903 ) 456,740
Attributable to:
Equity shareholders of the parent (1,449,903 ) 456,740
Non-controlling interest - -
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 nancial information
26 Thalassa Holdings Ltd | Annual Report and Accounts 2022
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
for the year ended 31 December 2022
2022 2021
GBP GBP
Prot/(loss) for the nancial 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 nancial information.
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 27
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 nancial 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
28 Thalassa Holdings Ltd | Annual Report and Accounts 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
Notes 2022 2021
GBP GBP
Operating prot/(loss) from:
Continuing operations (636,829 ) (1,435,978 )
Discontinued operations - (285,509 )
Operating prot/(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 nancial assets 64,817 (704,554 )
Cash generated by operations 119,306 (2,014,465 )
Taxation 54,167 132,240
Net cash ow 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 nancial assets (245,899 ) 97,010
Investments in associated entities (31,071 ) (815,428 )
Net cash ow in investing activities (1,212,754 ) (2,495,603 )
Cash ows from nancing activities
Proceeds from borrowings 33,133 354,229
Repayment of borrowings (4,357,529 ) 2,167,225
Net cash ow from nancing 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 nancial information.
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 29
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 2020 128,977 21,717,786 (8,558,935 ) 78,716 3,697,697 (5,428,679 ) 11,635,562 (122,298 ) 11,513,264
Disposal of subsidiary with NCI - - - (1,775,036 ) - 697,579 (1,077,457 ) 122,298 (955,159 )
Exchange on conversion to GBP - - - - 3,776 - 3,776 - 3,776
Total comprehensive income - - - - 134,698 456,740 591,438 - 591,438
Balance as at
31 December 2021 128,977 21,717,786 (8,558,935 ) (1,696,320 ) 3,836,171 (4,274,360 ) 11,153,319 - 11,153,319
Total comprehensive income - - - - 594,684 (1,449,903 ) (855,219 ) - (855,219 )
Balance as at
31 December 2022 128,977 21,717,786 (8,558,935 ) (1,696,320 ) 4,430,855 (5,724,263 ) 10,298,100 - 10,298,100
* 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 nancial information.
30 Thalassa Holdings Ltd | Annual Report and Accounts 2022
1. GENERAL INFORMATION
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.
2.1. FUNCTIONAL CURRENCY
The presentational currency of the financial statements is GBP, whereas the functional currency of the Company is US Dollars.
Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate on the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the presentational
currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the statement
of comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated
subsequent to initial recognition.
2.2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group 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
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 31
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:
| 1 | ||
| 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 | |
| 2 | ||
| 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) | |
| 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
2.3. 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.
2.4. 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.
32 Thalassa Holdings Ltd | Annual Report and Accounts 2022
2.5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less depreciation and any provision for impairment. Cost includes the purchase
price, including import duties, non-refundable purchase taxes and directly attributable costs incurred in bringing the asset to the
location 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.
2.6. INTANGIBLE ASSETS
GOODWILL
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note
2.16) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-
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 incur
red.
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
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 33
2.7. IMPAIRMENT OF ASSETS
An assessment is made at each reporting date of whether there is any indication of impairment of any asset, or whether there is 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.
2.8. 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.
2.9. REVENUE
Revenue is measured at the fair value of the consideration received or receivable.
In respect of contracts which are long term in nature and contracts for ongoing services, revenue, restricted to the amounts of costs
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 wor
k 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.
2.10. TAXATION
The Company is incorporated in the BVI as an IBC and as such is not subject to tax in the BVI. DOA Exploration Ltd and
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.
34 Thalassa Holdings Ltd | Annual Report and Accounts 2022
2.11. 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).
2.12. 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.
2.13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group’s statement of financial position when the Group becomes party to 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:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 35
| 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.
2.14. 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.
2.15. GOING CONCERN
The financial statements have been prepared on the going concern basis as management consider that the Group will continue in
operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business.
The Group has fully assessed its financial commitments and at the year-end had net cash reserves of £0.5m plus a further £2.9m
of available for sale investments.
2.16. INVESTMENT IN ASSOCIATED ENTITIES
Investments in associates are those over which the Group has significant influence. These are accounted for using the equity
method of accounting. Significant influence is considered to be participation in the financial and operating policy decisions of the
investee and is usually evidenced when the Group owns between 20% and 50% of that company’s voting rights.
Investments in associates are initially recorded at cost and the carrying amount is increased or decreased to recognise the Group’s
share of the profits or losses of the associate after acquisition. At the date of acquisition any excess of the cost of acquisition over
the Group’s share of the fair values of the identifiable net assets of the associate is recognised as goodwill. The carrying amount of
these investments is reduced to recognise any impairment of the value of the individual investment. If the Group’s share of losses
exceeds its interest in an associate the carrying value of that investment is reduced to nil and the recognition of any further losses
is discontinued unless the Group has an obligation to make further funding contributions to that associate.
The Group’s share of associates’ post-acquisition profits or losses is recognised in profit or loss and the post-acquisition movements
in other comprehensive income is recognised within other comprehensive income.
36 Thalassa Holdings Ltd | Annual Report and Accounts 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 |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 37
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) |
38 Thalassa Holdings Ltd | Annual Report and Accounts 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 remo
val 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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 39
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 |
40 Thalassa Holdings Ltd | Annual Report and Accounts 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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 41
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).
42 Thalassa Holdings Ltd | Annual Report and Accounts 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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 43
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.
44 Thalassa Holdings Ltd | Annual Report and Accounts 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) |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 45
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 prot 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) |
46 Thalassa Holdings Ltd | Annual Report and Accounts 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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 47
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.
48 Thalassa Holdings Ltd | Annual Report and Accounts 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:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Thalassa Holdings Ltd 49
| 31 December 2022 | 30 days | 30-60 days | 60-90 days | 90+ days | Total |
| 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: www.thalassaholdingsltd.com.
26. CONTROLLING PARTIES
There is no one controlling party.
DIRECTORS, SECRETARY AND ADVISERS
Directors C Duncan Soukup, Chairman
Graham Cole FCA, FCISI, Director (retired 21/10/22)
David M Thomas, Director
Kenneth Morgan, Director
Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Duncan Soukup
WH Ireland Limited
24 Martin Lane, London EC4R 0DR
Locke Lord (UK) LLP
201 Bishopsgate, London EC2M 3AB
Conyers Dill & Pearman
Romasco Place, Wickhams Cay 1 PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
RPG Crouch Chapman LLP
5th Floor, 14-16 Dowgate Hill
London EC4R 2SU
Link Market Services 12 Castle Street
St Helier Jersey JE2 3RT
www.thalassaholdingsltd.com
www.autonomousroboticsltd.com
Registered Office
Company Secretary
Broker
Solicitors to the Company
(as to English Law)
Solicitors to the Company
(as to BVI Law)
Auditors
Registrars
Company websites
www.thalassaholdingsltd.com
THALASSA
THALASSA
Courtesy Bob Rich, Hedgeye
